Common use of Transfer of Shares to Trustee Clause in Contracts

Transfer of Shares to Trustee. (a) Each Shareholder, upon execution of this Agreement, hereby assigns and transfers to the Trustee and deposits with the Trustee all the certificates for such Shareholder's share of Common Stock, as set forth opposite such Shareholder's signature to this Agreement, and such additional shares of Common Stock as may be set forth in any additional document or instrument in which a Shareholder agrees to make such additional shares of Common Stock subject to this Agreement (all of such shares being hereinafter collectively referred to as the "Shares") for the purpose of vesting in the Trustee, as Trustee of an active trust, the right to vote and act and to exercise other rights pertaining to such shares, as and to the extent and upon the terms and conditions and for the period set forth in this Agreement. No shares shall be deposited hereunder except shares having general voting powers, as provided in the Certificate of Incorporation of the Company. All such share certificates shall be endorsed, or accompanied by such instruments of transfer, as to enable the Trustee to cause such certificates to be transferred into the name of the Trustee, as hereinafter provided. On receipt by the Trustee of the certificates for any such shares and the transfer of the same into the name of the Trustee, the Trustee shall issue and deliver to each Shareholder voting trust certificates for the shares so deposited. Shares so deposited with the Trustee will be held by the Company at its principal office in safekeeping for the Trustee." (d) Anything contained herein to the contrary notwithstanding, the parties hereto hereby acknowledge and agree that: (a) the Restricted Stock held by the Initial Stockholder hereunder has been deposited with the Trustee pursuant to the terms and provisions of the Voting Trust; (b) the Initial Stockholder and Corporation shall be bound by, and shall comply with, all terms of the Voting Trust; (c) the Trustee shall be authorized to comply with the provisions of Section 2 of this Agreement; and (d) this Agreement is subject to the Voting Trust, and in the event of any conflict between this Agreement and the Voting Trust, the Voting Trust shall control.

Transfer of Shares to Trustee. (a) Each ShareholderThe Shareholders hereby assign and transfer to Trustee 825,000 shares of Common Stock, $.001 par value ("Shares") of the Company, which Shareholders own, such shares to be held in escrow pursuant to an Escrow Agreement between American Stock Transfer & Trust Company ("Escrow Agent") and the Shareholders (the "Escrow Agreement"). The ownership of the Shares by the Shareholders is set forth on Exhibit A attached hereto. The Shareholders, respectively, have properly endorsed or shall properly endorse to the Trustee, the stock certificates for such 825,000 Shares; the Trustee has deposited or shall deposit the stock certificates representing such 825,000 Shares with the Escrow Agent pursuant to the Escrow Agreement; and the Shareholders, respectively, have received or shall receive in exchange for such 825,000 shares, Voting Trust Certificates substantially in the form attached hereto as Exhibit B, all 825,000 of which Shares shall be governed by this Voting Trust Agreement. The 825,000 Shares represented by the stock certificates so deposited by the 2 Shareholders ("Shares Deposited") shall be transferred upon execution the books of the Company to the name of the Trustee and the Trustee is hereby authorized and empowered to cause such transfers to be made. During the term of this Agreement, hereby assigns and transfers the Trustee shall possess the legal title to the Shares Deposited. The Trustee shall be entitled to exercise all rights of every kind and deposits with nature, arising under the Trustee all the certificates for such Shareholder's share of Common StockShares Deposited, as set forth opposite such Shareholder's signature to this Agreementincluding, and such additional shares of Common Stock as may be set forth in any additional document or instrument in which a Shareholder agrees to make such additional shares of Common Stock subject to this Agreement (all of such shares being hereinafter collectively referred to as the "Shares") for the purpose of vesting in the Trustee, as Trustee of an active trustbut not limited to, the right to vote in person or by proxy and act and execute consents with respect to exercise other rights pertaining to such shares, as and to any or all of the extent and upon the terms and conditions and for the period set forth in this Agreement. No shares shall Shares Deposited on all matters which may properly be deposited hereunder except shares having general voting powers, as provided in the Certificate of Incorporation voted on by stockholders of the Company. All such share certificates shall be endorsed, including, but not limited to, dissolution, liquidation, merger, or accompanied by such instruments of transfer, as to enable the Trustee to cause such certificates to be transferred into the name consolidation of the TrusteeCompany or the sale of all, as hereinafter provided. On receipt by the Trustee or substantially all, of the certificates for any such shares and the transfer of the same into the name of the Trustee, the Trustee shall issue and deliver to each Shareholder voting trust certificates for the shares so deposited. Shares so deposited with the Trustee will be held by the Company at its principal office in safekeeping for the Trusteeassets." (d) Anything contained herein to the contrary notwithstanding, the parties hereto hereby acknowledge and agree that: (a) the Restricted Stock held by the Initial Stockholder hereunder has been deposited with the Trustee pursuant to the terms and provisions of the Voting Trust; (b) the Initial Stockholder and Corporation shall be bound by, and shall comply with, all terms The Trustee may vote in favor of the Voting Trust; (c) election of himself as a director and an officer of the Trustee shall be authorized to comply with the provisions of Section 2 of this Agreement; Company and (d) this Agreement is subject to the Voting Trustof, and in the event of any conflict between this Agreement and the Voting Trustfavor of, the Voting Trust shall controlratification and approval of the acts of himself as a director and an officer in the general conduct of the business affairs of the Company.

Transfer of Shares to Trustee. Each Stockholder hereby agrees to Transfer to the Trustee on the Effective Date (ai) Each Shareholderall Shares listed opposite such Stockholder’s name on Schedule I hereto and (ii) any Shares hereinafter acquired by any Stockholder. Stockholders shall concurrently therewith deposit such Shares with the Trustee and receive from the Trustee in exchange therefor one or more voting trust certificates, upon execution substantially in the form of Exhibit A hereto, evidencing the Shares deposited with the Trustee (the “Voting Trust Certificates”), to be held subject to all terms of this Agreement, hereby assigns and transfers to the . The Trustee and deposits with the Trustee all the certificates for such Shareholder's share of Common Stock, as set forth opposite such Shareholder's signature to this Agreement, and such additional shares of Common Stock as may be set forth in any additional document or instrument in which a Shareholder agrees to make such additional shares of Common Stock subject to this Agreement (all of such shares being hereinafter collectively referred to as the "Shares") for the purpose of vesting in the Trustee, as Trustee of an active trust, the right to vote and act and to exercise other rights pertaining to such shares, as and to the extent and upon the terms and conditions and for the period set forth in this Agreement. No shares shall be deposited hereunder except shares having general voting powers, as provided in the Certificate of Incorporation of the Company. All such share certificates shall be endorsed, or accompanied by such instruments of transfer, as to enable the Trustee to cause such certificates Shares so deposited to be transferred into registered in the name of the Trustee, as hereinafter provided. On receipt by with a notation to the Trustee of effect that such certificates have been issued pursuant to this Agreement, and Premier shall Transfer the certificates for any such shares Shares on its books and the transfer of the same into records to the name of the Trustee, with a similar notation in the stock ledger as to the effect of this Agreement. Notwithstanding the foregoing, Stockholders that are to receive Shares immediately prior to the closing of the initial public offering of Premier hereby consent and agree to the issuance of such Shares directly in the name of the Trustee and the Trustee shall concurrently issue and deliver to each Shareholder voting trust certificates for the shares so deposited. one or more Voting Trust Certificates evidencing such Shares so deposited with the Trustee will be held by to such Stockholders. Each Stockholder shall (i) within 90 days following the Company consummation of the IPO or (ii) following the IPO, at its principal office in safekeeping for the Trustee." (d) Anything contained herein or prior to the contrary notwithstandingtime of the issuance of its Voting Trust Certificate, and thereafter as required, deliver an incumbency certificate substantially in the parties form of Exhibit B attached hereto hereby acknowledge and agree that: (a“Incumbency Certificate”) the Restricted Stock held by the Initial Stockholder hereunder has been deposited with to the Trustee pursuant to the terms and provisions of the Voting Trust; (bas provided in Section 3.5(m) the Initial Stockholder and Corporation shall be bound by, and shall comply with, all terms of the Voting Trust; (c) the Trustee shall be authorized to comply with the provisions of Section 2 of this Agreement; and (d) this Agreement is subject to the Voting Trust, and in the event of any conflict between this Agreement and the Voting Trust, the Voting Trust shall controlhereof.

Transfer of Shares to Trustee. (a) Each Shareholder, upon simultaneously with the execution of this Agreement, hereby assigns shall assign and transfers deliver all his share certificates evidencing all of his shares of stock of Surrey to the Trustee and deposits with Trustee, who shall cause the Trustee all the certificates for such Shareholder's share of Common Stock, as set forth opposite such Shareholder's signature shares represented thereby to this Agreement, and such additional shares of Common Stock as may be set forth in any additional document or instrument in which a Shareholder agrees transferred to make such additional shares of Common Stock subject to this Agreement (all of such shares being hereinafter collectively referred to as the "Shares") for the purpose of vesting in the Trustee, as Trustee voting trustee, on the books of an active trust, the right to vote and act and to exercise other rights pertaining to such shares, as and to the extent and upon the terms and conditions and for the period set forth in this AgreementSurrey. No shares The Corporation shall be deposited hereunder except shares having general voting powers, as provided in the Certificate of Incorporation of the Company. All such issue new share certificates shall be endorsed, or accompanied by such instruments of transfer, as to enable (the Trustee to cause such certificates to be transferred into "Reissued Certificates") in the name of the Trustee, as hereinafter providedwhich certificates shall state they are issued pursuant to this Agreement by a legend in the following form: THIS CERTIFICATE IS ISSUED PURSUANT TO THE PROVISIONS OF A VOTING TRUST AGREEMENT, A COPY OF WHICH IS AVAILABLE AT THE CORPORATION'S MAIN OFFICE. On receipt by THIS CERTIFICATE IS ENCUMBERED BY A LIEN GRANTED BY JOHN XXX DER HAGEX INURING TO THE BENEFIT OF NORWEST BANK TEXAS, SOUTH CENTRAL. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JUNE 27, 1988, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION AND SAID SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT IN STRICT ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. A COPY OF SAID AGREEMENT WILL BE FURNISHED WITHOUT CHARGE TO THE SHAREHOLDER UPON RECEIPT BY THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE HOLDER REQUESTING SUCH A COPY. and the Trustee of immediately shall deliver the certificates for any such shares and the transfer of the same into the name of the Trustee, the Trustee shall issue and deliver Reissued Certificates to each Shareholder voting trust certificates for the shares so deposited. Shares so deposited with the Trustee will be held by the Company at its principal office in safekeeping for the TrusteeBank." (d) Anything contained herein to the contrary notwithstanding, the parties hereto hereby acknowledge and agree that: (a) the Restricted Stock held by the Initial Stockholder hereunder has been deposited with the Trustee pursuant to the terms and provisions of the Voting Trust; (b) the Initial Stockholder and Corporation shall be bound by, and shall comply with, all terms of the Voting Trust; (c) the Trustee shall be authorized to comply with the provisions of Section 2 of this Agreement; and (d) this Agreement is subject to the Voting Trust, and in the event of any conflict between this Agreement and the Voting Trust, the Voting Trust shall control.