Staffmark Holdings, Inc. Watch

from S-1/A 21 pages Form of Registration Rights Agreement by and Among Staffmark Holdings, Inc. and Certain Stockholders Dated as of __, 2011 Registration Rights Agreement

from S-1/A 2 pages Common Stock Common Stock Sh Staffmark Holdings, Inc. Incorporated Under the Laws of the State of Delaware See Reverse for This Certificate Is Transferable in Certain Definitions Jersey City, Nj, New York, Ny and Pittsburgh, Pa Cusip to Come This Certifies That Is the Holder of Fully Paid and Nonassessable Shares of the Common Stock, Par Value $0.001, of Staffmark Holdings, Inc. Transferable on the Books of the Corporation by the Holder Hereof in Person or by Duly Authorized Attorney Upon Surrender of This Countersigned and Registered: Certificate Properly Endorsed. This Certificate Is Not Valid Until Countersigned and Registered by the Transfer Agent and Registrar. Witness the Facsimile Signatures of the Corporation’s Duly Authorized Officers. Dated: Mellon Investor Services LLC Secretary President Authorized Signature Transfer Agent and Registrar

from S-1 7 pages Stockholders’ Agreement

from S-1 21 pages Amended and Restated Stockholders’ Agreement of Cbs Personnel Holdings, Inc