Exhibit 10.1


VOTING AGREEMENT


This Voting Agreement (“Agreement”) is made and entered into as of July 18, 2007,
by and among Ristretto Group S.a r.l., a Luxembourg  company (the “Parent”), and the undersigned stockholders (each, a “Stockholder” and collectively, the “Stockholders”) in Williams Scotsman
International, Inc., a Delaware corporation (the “Company”).  Certain capitalized terms used in this
Agreement are defined in Section 6 hereof and certain other capitalized terms
used in this Agreement that are not defined herein shall have the meaning given
to such terms in the Merger Agreement (as defined below).


RECITALS


WHEREAS, the
Stockholders are the holders of record and/or the “beneficial owner” (within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) of Company Common Stock;


WHEREAS,
concurrently with the execution and delivery of this Agreement, the Company, Ristretto
Holdings SCA, a Luxembourg company, Parent and Ristretto Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of Parent (the “Merger Sub”), are entering into an
Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), which
provides, upon the terms and subject to the conditions set forth therein, for
the merger of Merger Sub with and into the Company (the “Merger”); and


WHEREAS, as a
condition and inducement to Parent’s willingness to enter into the Merger
Agreement, the Stockholders have agreed to execute and deliver this Agreement.


AGREEMENT


NOW, THEREFORE, the
parties to this Agreement, intending to be legally bound, agree as follows:


1.             Agreement
to Vote Subject Securities. 
Prior to the Termination Date, at every meeting of the stockholders of
the Company called with respect to any of the following, and at every
adjournment or postponement thereof, and on every action or approval by written
consent of the stockholders of the Company with respect to any of the
following, each Stockholder shall vote or cause to be voted the Subject
Securities: (a) in favor of (i) adoption of the Merger Agreement and (ii)
any other matter contemplated under the Merger Agreement or that could
reasonably be expected to facilitate the Merger that is put to a vote of the
stockholders of the Company and (b) against any proposal for any Company
Acquisition Proposal (as defined in the Merger Agreement) other than the
Merger, between the Company and any person or entity (other than Parent and
Merger Sub) and (c) against any other action or agreement that would result in
a breach of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Merger Agreement or which would result in
any of the conditions to the consummation of the Merger under the Merger
Agreement not being fulfilled or which would reasonably be expected to prevent,
impede, frustrate, interfere with, delay, postpone or adversely affect the
Merger and the other transactions contemplated by the Merger Agreement.













2.             Irrevocable
Proxy.  Concurrently
with the execution of this Agreement, the Stockholders agrees to deliver to
Parent a proxy in the form attached hereto as Exhibit
A (the “Proxy”),
which shall be irrevocable, prior to the Termination Date and to the fullest
extent permitted by law and except as otherwise set forth therein, with respect
to the Subject Securities referred to therein.


3.             Agreement to Retain Subject Securities.


(a)           Restriction on Transfer. 
During the period from the date of this Agreement until the earlier to
occur of (i) the obtaining of the Requisite Stockholder Vote (as defined in the
Merger Agreement) and (ii) the Termination Date, each Stockholder shall not,
directly or indirectly, except as contemplated by this clause (a), cause or
permit any Transfer of any of the Subject Securities to be effected other than
pursuant to the Merger.  Notwithstanding
the foregoing, each Stockholder may cause or permit any Transfer of any of the
Subject Securities to any of its Affiliates (as defined in the Merger
Agreement), provided that the effectiveness of any such Transfer shall be
conditioned on the transferee agreeing in writing to be bound by the provisions
of this Agreement in a form reasonably satisfactory to Parent.


(b)           Restriction on Transfer of Voting Rights.  During the period from the
date of this Agreement through the Termination Date, each Stockholder shall
ensure that, without Parent’s prior written consent: (a) none of the Subject
Securities is deposited into a voting trust; and (b) no proxy (other than the
Proxy granted herein) is granted, and no voting agreement or similar agreement
is entered into, with respect to any of the Subject Securities.


4.             Representations,
Warranties and Covenants of the Stockholders.  Each Stockholder hereby represents and
warrants to Parent as follows:


(a)           Due Authorization, Etc.  All consents,
approvals, authorizations and orders necessary for the execution and delivery
by such Stockholder of this Agreement and the Proxy have been obtained, and
such Stockholder has all legal capacity, full right, power and authority to
enter into this Agreement and the Proxy, and perform such Stockholder’s
obligations hereunder.  This Agreement
and the Proxy have been duly executed and delivered by such Stockholder and
constitute valid and binding agreements of such Stockholder enforceable in accordance
with their terms, except as the same may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws now or hereafter in effect relating
to creditors’ rights generally and subject to general principles of equity.


(b)           No Conflict.  The
execution and delivery of this Agreement and the Proxy by such Stockholder does
not, and the performance of and under this Agreement and the Proxy by such
Stockholder will not (i) conflict with or violate any Law applicable to the
Subject Securities held by such Stockholder or (ii) result in, give rise to or
constitute a violation or breach of or a default (or any event which with
notice or lapse of time or both would become a violation, breach or default)
under any of the terms of any understanding, agreement or other instrument or
obligation to which such Stockholder is a party or by which such Stockholder or
any of the Subject Securities may be bound.



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(c)           Title to Securities. 
As of the date of this Agreement: (a) such Stockholder holds of record
(free and clear of any encumbrances or restrictions) the number of outstanding
shares of Company Common Stock set forth under the headings “Shares of Company
Common Stock Held of Record” on the signature page hereof; (b) such Stockholder
Owns the additional securities of the Company set forth under the heading “Additional
Securities Beneficially Owned” on the signature page hereof; and (c) such
Stockholder and its Affiliates (other than any other stockholder of the Company
entering into a separate voting agreement with Parent substantially similar to
this Agreement as of the date hereof) do not directly or indirectly Own any
shares of capital stock or other securities of the Company, or any option,
warrant or other right to acquire (by purchase, conversion or otherwise) any
shares of capital stock or other securities of the Company, other than the
shares and options, warrants and other rights set forth on the signature page
hereof.


(d)           Reliance by Parent.  Such Stockholder understands and acknowledges
that Parent is entering into the Merger Agreement in reliance upon the
execution and delivery of this Agreement by such Stockholder, the performance
by such Stockholder of its obligations hereunder and the compliance by such
Stockholder with the terms hereof.


5.             Additional Covenants of the Stockholders.


(a)           Further Assurances.  From time to time and without additional
consideration, each Stockholder shall execute and deliver, or cause to be
executed and delivered, such additional instruments, and shall take such
further actions, as Parent may reasonably request for the purpose of carrying
out and furthering the intent of this Agreement.


(b)           Appraisal Rights.  Each Stockholder hereby waives any rights of
appraisal or rights to dissent from the Merger or the adoption of the Merger
Agreement that it may have under applicable law and shall not permit any such
rights of appraisal or rights of dissent to be exercised with respect to the
Subject Securities.


(c)           No Solicitation.  No Stockholder shall take any action that the
Company is prohibited from taking under Section 6.5 of the Merger
Agreement.  Notwithstanding the foregoing
and the provisions of Section 6.5 of the Merger Agreement, each Stockholder
shall be expressly entitled to take any action that the Company or the Board of
Directors of the Company is entitled to take under Section 6.5 the Merger
Agreement.


(d)           Board Duties.  Notwithstanding the foregoing, nothing in
this Agreement shall limit, restrict or otherwise affect any actions taken in
compliance with the Merger Agreement by any person affiliated with either
Stockholder solely in his or her capacity as a member of the Board of Directors
of the Company or any committee thereof.


6.             Certain
Definitions.  For
purposes of this Agreement,


(a)           “Company Common Stock” means the
common stock, $.01 par value per share, of the Company.



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(b)           A Stockholder is
deemed to “Own”
or to have acquired “Ownership”
of a security if such Stockholder is the “beneficial owner” of such security
within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended.


(c)           “Subject Securities”
means: (i) all securities of the Company (including all shares of Company
Common Stock and all options, warrants and other rights to acquire shares of
Company Common Stock) Owned by each Stockholder as of the date of this
Agreement; and (ii) all additional securities of the Company (including all
additional shares of Company Common Stock and all additional options, warrants
and other rights to acquire shares of Company Common Stock) of which each
Stockholder acquires Ownership during the period from the date of this
Agreement through the Termination Date. 
Notwithstsanding the foregoing, any shares of Company Common Stock Owned
by Affiliates (as defined in the Merger Agreement) of a Stockholder who are
also directors of the Company shall not be deemed Subject Securities unless
such shares of Company Common Stock were Subject Securities Transferred in
accordance with Section 3(a) to an Affiliate who is also a director of the
Company.


(d)           “Termination Date”
means the earlier to occur of the date (i) the Merger shall become effective in
accordance with the terms and provisions of the Merger Agreement, or (ii) the
Merger Agreement terminates in accordance with its terms.


(e)           A Person is deemed
to have effected a “Transfer”
of a security if such Person directly or indirectly: (i) sells, tenders,
assigns, pledges, encumbers, grants an option with respect to, transfers or
disposes of such security or any interest in such security to any Person other
than Parent; (ii) enters into an agreement or commitment contemplating the
possible sale of, tender of, assignment of, pledge of, encumbrance of, grant of
an option with respect to, transfer of or disposition of such security or any
interest therein to any Person other than Parent; or (iii) reduces such Person’s
beneficial ownership of, interest in or risk relating to such security.


7.             Miscellaneous.


(a)           Assignment; Binding Effect. 
Except as provided herein, neither this Agreement nor any of the rights,
interests or obligations hereunder may be assigned or delegated by a
Stockholder, and any attempted or purported assignment or delegation of any of
such interests or obligations shall be void. 
Subject to the preceding sentence, this Agreement shall be binding upon
each Stockholder and its successors and assigns, and shall inure to the benefit
of Parent and its successors and assigns. 
Nothing in this Agreement is intended to confer on any Person (other
than Parent and its successors and assigns) any rights or remedies of any
nature.


(b)           Fees and Expenses.  Except as otherwise provided herein, all
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring the cost
or expense whether or not the Merger is consummated.


(c)           Specific Performance.  The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement or
the Proxy were not performed in accordance with its specific terms or were
otherwise breached and in the event of any breach or threatened breach by a
Stockholder of any covenant or obligation contained in this Agreement or in the
Proxy, Parent shall be entitled (in addition to any other remedy that may be
available to 



 4
 









it, including monetary damages) to seek (a) a decree or order of
specific performance to enforce the observance and performance of such covenant
or obligation, and (b) an injunction restraining such breach or threatened
breach.


(d)           Waiver. 
No failure on the part of Parent to exercise any power, right, privilege
or remedy under this Agreement, and no delay on the part of Parent in
exercising any power, right, privilege or remedy under this Agreement, shall
operate as a waiver of such power, right, privilege or remedy; and no single or
partial exercise of any such power, right, privilege or remedy shall preclude
any other or further exercise thereof or of any other power, right, privilege
or remedy.  Parent shall not be deemed to
have waived any claim available to Parent arising out of this Agreement, or any
power, right, privilege or remedy of Parent under this Agreement, unless the
waiver of such claim, power, right, privilege or remedy is expressly set forth
in a written instrument duly executed and delivered on behalf of Parent; and
any such waiver shall not be applicable or have any effect except in the
specific instance in which it is given.


(e)           Amendment of Merger Agreement.   The obligations of the Stockholders under
this Agreement shall terminate if the Merger Agreement is amended or otherwise
modified after the date hereof without the prior written consent of both
Stockholders in a manner that, directly or indirectly (a) reduces or
changes the form of Merger Consideration (as defined in the Merger Agreement) or
(b) extends the Outside Date (as defined in the Merger Agreement) beyond
March 31, 2008.


(f)            Notices. 
Any notice required or permitted by this Agreement shall be in writing and shall be deemed
duly delivered (i) four Business Days after being sent by registered or
certified mail, return receipt requested, postage prepaid, (ii) one Business
Day after being sent for next Business Day delivery, fees prepaid, via a reputable
nationwide overnight courier service or (iii) on the date of confirmation of
receipt (or the first Business Day following such receipt if the date of such
receipt is not a Business Day) of transmission by facsimile, in each case to the
party to be notified at such party’s address or facsimile number as set forth
below, or as subsequently modified by written notice:


if to Parent:


Ristretto Group
S.a.r.l.

20, rue de la Poste

L-2346 Luxembourg

Attention:  Chief Financial Officer

Facsimile No:  +352 47 2473


with a copy (which copy shall not constitute notice) to:


Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, NY 10022-3205

Attention:  William F. Schwitter

Facsimile No:  (212) 230-7834

Attention:  Luke P. Iovine, III

Facsimile No:  (212) 230-7649



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if to the Stockholders:


c/o
The Cypress Group LLC

65 East 55th Street
(28th Floor)

New York, New York  10022
 Attention:  James Stern
 Facsimile No:  (212) 705-0199


with
a copy (which copy shall not constitute notice) to:


Simpson
Thacher & Bartlett LLP
 425 Lexington Avenue

New York, New York  10017-3954

Attention:  William E. Curbow

Facsimile No:  (212) 455-2502


with an additional copy (which copy shall not constitute notice) to:


Paul, Weiss, Rifkind,
Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064 

Attention:  Mark A. Underberg

Facsimile No:  (212) 492-0368


(g)           Governing Law; Jurisdiction.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware (without regard
to conflict of laws principles).  Each
party to this Agreement hereby irrevocably agrees that any legal action, suit
or proceeding arising out of or relating to this Agreement shall be brought in
federal or state courts of the State of Delaware and each party hereto agrees
not to assert, by way of motion, as a defense or otherwise, in any such action,
suit or proceeding, any claim that it is not subject personally to the
jurisdiction of such court, that the action, suit or proceeding is brought in
an inconvenient forum, that the venue of the action, suit or proceeding is
improper or that this Agreement, or the subject matter hereof or thereof may
not be enforced in or by such court. 
Each party hereto further and irrevocably submits to the jurisdiction of
such court in any action, suit or proceeding.


(h)           Counterparts. 
This Agreement may be executed and delivered (including by facsimile) in
separate counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same agreement.


(i)            Entire Agreement.  This Agreement and the Proxy constitute the
entire agreement between the parties with respect to the subject matter hereof
and supersede all prior agreements and understandings between the parties with
respect thereto.  No addition to or
modification of any provision of this Agreement shall be binding upon either
party unless made in writing and signed by both parties.


[SIGNATURE PAGES
FOLLOW]


 



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IN WITNESS WHEREOF, the parties have caused
this Agreement to be duly executed on the date first above written.


 


	
  

  	
   

  	
  RISTRETTO GROUP S.A.R.L.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   

  	
  /s/ Manjit Dale

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Manjit Dale

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized Signatory

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGES]











 


	
  

  	
   

  	
  CYPRESS MERCHANT BANKING

  PARTNERS L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CYPRESS ASSOCIATES L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  THE CYPRESS GROUP L.L.C.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   

  	
  /s/ James Stern

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  James Stern

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CYPRESS OFFSHORE
  PARTNERS L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CYPRESS ASSOCIATES L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  THE CYPRESS GROUP L.L.C.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   

  	
  /s/ James Stern

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  James Stern

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Member

  



 


 


 


 




	
  Stockholder

  	
   

  	
  Shares of Company

  Common Stock

  Held of Record

  	
   

  	
  Additional Securities

  Beneficially Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cypress Merchant
  Banking Partners L.P.

  	
   

  	
  5,677,433

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cypress Offshore Partners L.P.

  	
   

  	
  294,059

  	
   

  	
  0

  	
   

  






 















EXHIBIT A


IRREVOCABLE PROXY


The undersigned stockholders (each, a “Stockholder” and collectively, the “Stockholders”) of Williams Scotsman International, Inc.,
a Delaware corporation (the “Company”),
hereby irrevocably (prior to the Termination Date and to the fullest extent
permitted by law and except as otherwise set forth herein) appoints Mr.
Jonathan Rosen and Ristretto Group S.a r.l., a Luxembourg company (the “Parent”), and each of them, as the
sole and exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and related
rights expressly provided herein (to the full extent that the undersigned is
entitled to do so) and subject to all the limitations and restrictions provided
herein with respect to the Subject Securities. 
For purposes of this Irrevocable Proxy (the “Proxy”),
(a) “Subject Securities”
means: (i) all securities of the Company (including all shares of common stock
of the Company (“Company Common Stock”) and
all options, warrants and other rights to acquire shares of Company Common
Stock) Owned by each Stockholder as of the date of this Proxy; and (ii) all
additional securities of the Company (including all additional shares of
Company Common Stock and all additional options, warrants and other rights to
acquire shares of Company Common Stock) of which each Stockholder acquires
Ownership during the period from the date of this Proxy through the Termination
Date; notwithstsanding the foregoing, any shares of Company Common Stock Owned
by Affiliates (as defined in the Merger Agreement) of a Stockholder who are
also directors of the Company shall not be deemed Subject Securities unless
such shares of Company Common Stock were Subject Securities transferred in
accordance with Section 3(a) of the Voting Agreement (as defined below) to an
Affiliate who is also a director of the Company; and (b) a Stockholder is
deemed to “Own” or to
have acquired “Ownership” of
a security if such Stockholder is the “beneficial owner” of such security
within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. Upon the undersigned’s execution of this Proxy, any and all prior
proxies given by the undersigned with respect to any Subject Securities are
hereby revoked and the undersigned agrees not to grant any subsequent proxies
with respect to the Subject Securities at any time prior to the Termination
Date (as defined below).


This Proxy is irrevocable (prior to the Termination
Date and to the fullest extent permitted by law and except as otherwise set
forth herein), is coupled with an interest and is granted pursuant to that
certain Voting Agreement of even date herewith, by and between Parent and the
undersigned Stockholders (the “Voting Agreement”),
and is granted in consideration of Parent entering into that certain Agreement
of Merger (the “Merger
Agreement”), of even date herewith, by and among the Company,
Parent and Ristretto Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of Parent (“Merger Sub”).  The Merger Agreement provides for the merger
of Merger Sub with and into the Company (the “Merger”).  As used
herein, the term “Termination
Date” shall mean the earlier to occur of the date (i) the Merger
shall become effective in accordance with the terms and provisions of the
Merger Agreement or (ii) the Merger Agreement terminates in accordance with its
terms.


The attorneys and proxies named above, and each of
them, are hereby authorized and empowered by the undersigned, at any time prior
to the Termination Date, at every meeting of the stockholders of the Company
called with respect to any of the following, and at every 











adjournment or postponement thereof, and on every
action or approval by written consent of the stockholders of the Company with
respect to any of the following, to act as the undersigned’s attorney and proxy
to vote or cause to be voted the Subject Securities: (a) in favor of (i)
adoption of the Merger Agreement and (ii) any other matter contemplated under
the Merger Agreement or that could reasonably be expected to facilitate the
Merger that is put to a vote of the stockholders of the Company and
(b) against any proposal for any Company Acquisition Proposal (as defined
in the Merger Agreement) other than the Merger, between the Company and any
person or entity (other than Parent and Merger Sub) and (c) against any other
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or which would result in any of the conditions to
the consummation of the Merger under the Merger Agreement not being fulfilled
or which would reasonably be expected to prevent, impede, frustrate, interfere
with, delay, postpone or adversely affect the Merger and the other transactions
contemplated by the Merger Agreement.


This Proxy shall be binding upon the successors and
assigns of each Stockholder (including any transferee of any of the Subject
Securities).  This Proxy shall terminate
and be of no further force and effect upon the earlier to occur of (i) the
Termination Date and (ii) if the Merger Agreement is amended or otherwise
modified after the date hereof without the prior written consent of both
Stockholders in a manner that, directly or indirectly (a) reduces or changes
the form of Merger Consideration (as defined in the Merger Agreement) or (b)
extends the Outside Date (as defined in the Merger Agreement) beyond
March 31, 2008.


Dated:  ___________,
2007


 


	
  CYPRESS MERCHANT BANKING
  PARTNERS L.P.

  	
   

  	
  CYPRESS OFFSHORE
  PARTNERS L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CYPRESS ASSOCIATES L.P.

  	
   

  	
  CYPRESS ASSOCIATES L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  THE CYPRESS GROUP L.L.C.

  	
   

  	
  By:

  	
   

  	
  THE CYPRESS GROUP L.L.C.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
   

  	
   

  	
   

  	
  BY:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of shares of common stock of the Company
  owned of record as of the date of this proxy:

  	
   

  	
  Number of shares of common stock of the Company
  owned of record as of the date of this proxy: