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Transferring Stock

Items required for transfer of stock (Restricted or Free-Trading) From an Individual

• Original Stock Certificate
• Stock Power or back of certificate signed with a Medallion Signature Guarantee
• Letter of instruction
• Social Security Number or Tax ID
• Cash or check for $25.00 per certificate being issued

**Restricted transfers require company or counsel approval

Items required for Transfer of stock (Restricted or Free Trading) From a Corporation or partnership

• Original Stock Certificate
• Stock Power or back of certificate signed with a Medallion Signature Guarantee
• Corporate Resolution or Partnership Agreement
• Letter of instruction
• Social Security Number or Tax ID
• Cash or check for $25.00 per certificate being issued

**Restricted transfers require company or counsel approval

Form S-8 Issuances

In the event the Company wishes to issue S-8 stock the following document must be received by Corporate Stock Transfer.

• Copy of full S-8 filing with the SEC.
• Opinion letter from Company counsel, which includes language as to the "non-restricted" status of the shares covered by the S-8.
• Company letter requesting the shares to be issued without a restricted legend pursuant to the S-8 filing.

Warrants Exercise Letter

In the event the shareholder wishes to exercise his/her warrants to purchase the stock of the Company, Corporate Stock Transfer must receive a fully completed Warrant Exercise Form on the reverse side of the warrant certificate, a check in the amount of the exercise price, and delivery instructions in order to issue certificates for the shares resulting from the exercised warrant. Either the company or Corporate Stock Transfer can provide the necessary warrants exercise information to any shareholder desiring to exercise his/her warrants.

Rule 144 Restricted Securities

Standard Legend for Restricted Securities

The standard legend for restricted securities appears on the certificates of the Company's stock that are restricted as defined by Rule 144 of the 1933 Act.

Guidelines under the new Rule 144 adopted by the Securities and Exchange Commission

Please see the important changes to Rule 144 below:

For Non-Affiliates of a Reporting Company :

For Non-Affiliates of a Non-Reporting Company:

• Must hold the restricted security for one year
• After one year:
  • unlimited resales permitted.
  • an opinion from company counsel is required or an outside legal opinion may be authorized by the company.

• No Form 144 required
• Company authorization to remove legend is required unless the request is from company counsel.

For Affiliates of a Reporting Company:

• Must hold the restricted security for six months from the date of acquisition.
• Thereafter, limited resales permitted, subject to all Rule 144 requirements, including:
  • current public information
  • volume limitations
  • brokered sale
  • opinion of company counsel required or the company may authorize an outside legal opinion.

• Filing of Form 144 required if threshold is met

For Affiliates of a Non-Reporting Company:

• Must hold the restricted security for one year from the date of acquisition.
• Thereafter, limited resales permitted, subject to all Rule 144 requirements, including:
  • current public information
  • volume limitations
  • brokered sale

• Company acceptance of the facts in the Shareholder Representation Letter and the removal of the legend request are required unless the request and approval is presented by the company's counsel.
• Filing of Form 144 required if threshold is met

Shell Companies Cannot Use Rule 144

• The Company cannot be a considered a "shell" company for at least one year prior to the request.
• After one year as a shell company, normal procedures apply (opinion, company authorization, etc.)

Items required for an additional issuance (restricted)

Instruction Letter on Company Letterhead or from Company Counsel

• Shareholder name
• Shareholder address
• Shareholder Social Security number
• Number of shares
• Mailing instructions
• Board minutes or opinion of counsel

Items required for an additional issuance (free-trading)

Instruction Letter on Company Letterhead or from Company Counsel stating that the shares are to be free trading and reciting under what Rule/Registration Statement

• Shareholder name
• Shareholder address
• Shareholder Social Security number
• Number of shares
• Mailing instructions

Also needs to include or have on file the Registration Statement and Legal Opinion

*Company/Company Counsel notifies CST if Registration Statement goes "stale"

**Company can only issue up to 10% of the current outstanding shares as free trading.

Items needed for exchange of certificate (old name for new name, reverse split)

• Original Stock Certificate
• Transmittal letter or letter of instruction
• Cash or check for $25.00 per certificate being issued unless the Company is picking up the fees for a time period

*No need for Medallion Signature Guarantee unless they are transferring the shares

For transfer items required of stock (restricted or free-trading) from an individual:

• Original Stock Certificate
• Stock Power or back of certificate signed with a Medallion Signature Guarantee
• Letter of instruction
• Cash or check for $25.00 per certificate being issued
• Restricted transfers require company or counsel approval

Items required for transfer of stock (restricted or free-trading) from a corporation or partnership:

• Original Stock Certificate
• Stock Power or back of certificate signed with a Medallion Signature Guarantee
• Letter of instruction
• Cash or check for $25.00 per certificate being issued
• Restricted transfers require company or counsel approval

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