Common use of Transfer of Stock to Trustee Clause in Contracts

Transfer of Stock to Trustee. Concurrent with the execution of this Agreement, each of SJP and SP have deposited with the Voting Trustee certificates representing the SJP Contributed Stock (such certificate or certificates, the "SJP Certificate(s)") and the SP Contributed Stock (such certificate or certificates, the "SP Certificate(s)"), respectively, together with any and all documentation necessary to transfer the Stock into the name of the Voting Trustee. All certificates representing shares of Common Stock so delivered to the Voting Trustee pursuant to this Agreement shall be surrendered by the Voting Trustee to the Company or its transfer agent with instructions to cancel such certificates and to issue new certificates for the full number of shares of Common Stock represented thereby as follows: (a) with respect to the SJP Certificate(s): (i) one certificate representing the SJP Contributed Stock issued to "Antoxx Xxxxxx, as Voting Trustee under Voting Trust Agreement dated February 9, 2000;" and (ii) one certificate representing such number of shares of Common Stock as is determined by subtracting the SJP Contributed Stock from the total number of shares of Common Stock represented by the SJP Certificate(s). (b) with respect to the SP Certificate(s): (i) one certificate representing the SP Contributed Stock issued to "Anthxxx Xxxxxx, as Voting Trustee under Voting Trust Agreement dated February 9, 2000;" and (ii) one certificate representing such number of shares of Common Stock as is determined by subtracting the SP Contributed Stock from the total number of Common Stock represented by the SP Certificate(s). It is understood by and agreed among the parties that all certificates issued upon cancellation of the SJP Certificate(s) and the SP Certificate(s) shall continue to bear any restrictive or other legends which appeared on the SJP Certificate(s) or the SP Certificates, as the case may be.

Transfer of Stock to Trustee. Concurrent Each of the Stockholders has deposited with the execution Trustee certificates representing all Shares currently held by such Stockholder. Each of the Stockholders hereby agrees to deposit with the Trustee certificates representing Shares hereafter held by such Stockholder, or shall direct the Company to issue such Shares directly to the Trustee. Each Stockholder hereby represents that the Shares deposited by him or it hereunder represent all shares of capital stock of the Company of which such Stockholder is the record or beneficial owner and that such Stockholder is the sole record, legal and beneficial owner of all Shares deposited by him or it hereunder. Each Stockholder hereby agrees and covenants that during the term of this Agreement, each he or it shall remain the sole beneficial owner within the meaning of SJP and SP have deposited with Rule 13d-3 promulgated under the Voting Trustee certificates representing the SJP Contributed Stock Securities Exchange Act of 1934, as amended (such certificate or certificates, the "SJP Certificate(s)") and the SP Contributed Stock (such certificate or certificates, the "SP Certificate(s)Exchange Act"), respectively, together with any of all Shares deposited or to be deposited by him or it hereunder and all documentation necessary voting trust certificates issued hereunder. Subramaniam hereby represents that (i) Sundxx Xxxxxxxxxxx xxx Subixxx Xxxxxxxxxxx, xxster of Sundxx Xxxxxxxxxxx, xxd their respective children and remote issue are the sole beneficiaries of the Geneva Trust and that no other party has or will have during the term of this Agreement any right, title or interest in any assets of the Geneva Trust including, without limitation, the Shares deposited or to be deposited by the Geneva Trust hereunder and (ii) after giving effect to the transfer to the Stock Geneva Trust referred to above, the Partnership has no record or beneficial interest in any securities of the Company. All such stock certificates, unless issued by the Company directly to the Trustee as set forth above, shall be so 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 Voting Trustee and to enable the Trustee to become the record owner of the Shares represented thereby in accordance with the terms and provisions hereof, which the Trustee shall forthwith cause to be done as hereinafter provided. Upon receipt by the Trustee of the certificates for any such shares of the stock of the Company and, if necessary, the transfer of the same into the name of the Trustee. All , the Trustee shall hold the same subject to the terms of this Agreement and shall thereupon issue and deliver to each Stockholder depositing stock hereunder, or for whose benefit such stock was deposited, voting trust certificates representing shares of Common Stock so delivered to such Stockholders' respective interests in the Voting Trustee Company's capital stock deposited pursuant to this Agreement Agreement. In the event that a Stockholder becomes the holder of additional Shares of capital stock of the Company after the date hereof, he or it shall, within five business days of becoming the holder of such additional Shares, deposit with the Trustee certificates representing such additional Shares or shall be surrendered by direct the Voting Trustee Company to issue such Shares directly to the Company or its transfer agent with instructions to cancel such certificates and to issue new certificates for the full number of shares of Common Stock represented thereby as follows: (a) with respect Trustee which Shares shall thereupon be subject to the SJP Certificate(s): (i) one certificate representing the SJP Contributed Stock issued to "Antoxx Xxxxxx, as Voting Trustee under Voting Trust Agreement dated February 9, 2000;" and (ii) one certificate representing such number terms of shares of Common Stock as is determined by subtracting the SJP Contributed Stock from the total number of shares of Common Stock represented by the SJP Certificate(s)this Agreement. (b) with respect to the SP Certificate(s): (i) one certificate representing the SP Contributed Stock issued to "Anthxxx Xxxxxx, as Voting Trustee under Voting Trust Agreement dated February 9, 2000;" and (ii) one certificate representing such number of shares of Common Stock as is determined by subtracting the SP Contributed Stock from the total number of Common Stock represented by the SP Certificate(s). It is understood by and agreed among the parties that all certificates issued upon cancellation of the SJP Certificate(s) and the SP Certificate(s) shall continue to bear any restrictive or other legends which appeared on the SJP Certificate(s) or the SP Certificates, as the case may be.

Transfer of Stock to Trustee. Concurrent with The Shareholders do hereby acknowledge the execution of this Agreementmatters set forth on Exhibit A attached hereto, each of SJP and SP have deposited with the Voting Trustee certificates representing the SJP Contributed Stock (such certificate or certificates, the "SJP Certificate(s)") and the SP Contributed Stock (such certificate or certificates, the "SP Certificate(s)"), respectively, together with any and all documentation necessary to transfer the Stock into the name of the Voting Trustee. All certificates representing shares of Common Stock so delivered to the Voting Trustee pursuant to this Agreement shall be surrendered by the Voting Trustee to the Company or its transfer agent with instructions to cancel such certificates and to issue new certificates for the full number of shares of Common Stock represented thereby as follows: and: (a) with respect to the SJP Certificate(s): Initial Depositors, have deposited shares of, in the case of Tracker, its Travis 6% Series A Cumulative Convertible Preferred Stock (i"Preferrxx Xxxck") one certificate representing and, in the SJP Contributed Stock issued to case of Walton and Siddons, their shares of common stock (such common and xxxxxxred shxxxx xxing collectively called, the "Antoxx Xxxxxx, as Voting Shares") with the Trustee under this Voting Trust Agreement dated February 9as indicated on such Exhibit A, 2000;" and (ii) one certificate representing such number of and shall immediately deposit with the Trustee any and all certificates for shares of Common Stock as is determined by subtracting the SJP Contributed Stock from the total number of shares of Common Stock represented by the SJP Certificate(s). Underlying Stock; and (b) with respect to those Shareholders other than the SP Certificate(s): Initial Depositors, each such Shareholder agrees to deposit with the Trustee any and all shares of Underlying Stock acquired by such Shareholder upon the conversion of his Note(s). All certificates for Shares, including shares of Underlying Stock or other securities deposited hereunder (icollectively, the "Securities") one certificate representing shall be made out in the SP Contributed Stock name of the Trustee, or so 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. Upon receipt by the Trustee of the certificates for Securities and the transfer of the same into the name of the Trustee, the Trustee shall hold such Securities subject to the terms of this Voting Trust Agreement, and shall thereupon issue and deliver to the Shareholders Voting Trust Certificates in exchange for the Securities deposited by the Shareholders. All certificates of Securities transferred and delivered to the Trustee pursuant to this Voting Trust Agreement shall be surrendered by the Trustee to the Company and cancelled, and new certificates therefor shall be issued to and held by the Trustee in the name of "Anthxxx Xxxxxx, Kenneth N. Burroughs as Voting Trustee under the Voting Trust Agreement, xxxxx Xxxxxxx 0, 2003" and shall have the following legend placed on the certificate therefor: "The shares represented by this certificate are subject to the terms of a Voting Trust Agreement dated February 9January 7, 2000;2003, as amended from time to time, a copy of which is on file at the office of Travis Boats and Motors, Inc." and (ii) one certificate representing such number of shares of Common Stock as is determined by subtracting the SP Contributed Stock from the total number of Common Stock represented by the SP Certificate(s). It is understood by and agreed among the parties that all certificates issued upon cancellation of the SJP Certificate(s) and the SP Certificate(s) shall continue This legend shalx xx xn addition to bear any restrictive or other legends which appeared on are required by federal or state laws (including, but not limited to any legend required by the SJP Certificate(sSecurities Act of 1933 or the "blue sky" laws of any state, or any rule or regulation thereunder) or as otherwise may be reasonably required by the SP Certificates, as the case may beTrustee.

Transfer of Stock to Trustee. Concurrent with Each of the execution Shareholders hereby assigns and transfers to the Voting Trust the number of this Agreement, each shares of SJP Common Stock (the “Shares” or the “Securities”) set forth opposite such Shareholders name on Exhibit A hereto and SP have deposited herewith deposits with the Voting Trustee Trust the certificate or certificates representing such shares, duly endorsed in blank or accompanied by a proper instrument of assignment duly executed in blank, and in either case with all requisite transfer tax stamps attached. Each of the SJP Contributed Shareholders shall so assign, transfer and deposit any other shares of Common Stock (and the certificates therefore hereafter acquired by such certificate Shareholders, including, without limitation, pursuant to the exercise of options or certificateswarrants, immediately upon such acquisition. Upon receipt by the Voting Trust of the certificates representing any shares of Common Stock, the Voting Trust shall hold such shares subject to the terms and conditions of this Agreement and shall deliver or cause to be delivered to each Shareholders certificates (the "SJP Certificate(s)Voting Trust Certificates") and representing the SP Contributed Stock (such certificate or certificates, the "SP Certificate(s)"), respectively, together with any and all documentation necessary to transfer the Stock into the name of the Voting Trustee. All certificates representing shares of Common Stock so deposited by such Shareholder. All certificates of Securities transferred and delivered to the Voting Trustee pursuant to this Voting Trust Agreement shall be surrendered by the Voting Trustee to the Company or its transfer agent with instructions to cancel such certificates and to issue cancelled, and new certificates for therefor shall be issued to and held by the full number Trustee in the name of "Xxxxxxx X. Xxxxxxxx as Trustee under the Voting Trust Agreement, dated ______________ ____, 2007" and shall have the following legend placed on the certificate therefor: "The shares of Common Stock represented thereby as follows: (a) with respect by this certificate are subject to the SJP Certificate(s): (i) one certificate representing the SJP Contributed Stock issued to "Antoxx Xxxxxx, as Voting Trustee under terms of a Voting Trust Agreement dated February 9______________ ____, 2000;" and (ii) one certificate representing such number of shares of Common Stock as is determined by subtracting the SJP Contributed Stock from the total number of shares of Common Stock represented by the SJP Certificate(s). (b) with respect to the SP Certificate(s): (i) one certificate representing the SP Contributed Stock issued to "Anthxxx Xxxxxx2007, as Voting Trustee under Voting Trust Agreement dated February 9amended from time to time, 2000;a copy of which is on file at the office of Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP" and (ii) one certificate representing such number of shares of Common Stock as is determined by subtracting the SP Contributed Stock from the total number of Common Stock represented by the SP Certificate(s). It is understood by and agreed among the parties that all certificates issued upon cancellation of the SJP Certificate(s) and the SP Certificate(s) This legend shall continue be in addition to bear any restrictive or other legends which appeared on are required by federal or state laws (including, but not limited to any legend required by the SJP Certificate(sSecurities Act of 1933 or the "blue sky" laws of any state, or any rule or regulation thereunder) or as otherwise may be reasonably required by the SP Certificates, as the case may beTrustee.