SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT dated as of _____________, 1997 among
Preferred Employers Holdings, Inc., a Delaware corporation (the "Company"), and
each of the stockholders of Preferred Employers Group, Inc., a Florida
corporation ("PEGI") set forth on Annex A hereto (the "Stockholders"), sets
forth the terms and conditions upon which each Stockholder shall exchange,
assign and transfer to the Company, and the Company shall exchange and acquire
from each Stockholder, all of the shares of common stock, par value $.01 per
share (the "PEGI Shares"), of PEGI owned by such Stockholder.
In consideration of the mutual covenants and agreements contained herein,
and intending to be legally bound hereby, each of the Stockholders and the
Company hereby covenant and agree as follows:
1. Exchange and Purchase of Shares. Subject to the terms and conditions of
this Agreement, each of the Stockholders shall exchange, assign and transfer,
and the Company shall exchange and acquire from each such Stockholder, all of
such Stockholder's right, title and interest, legal or equitable, in and to the
number of PEGI Shares which such Stockholder owns as set forth opposite his name
on Annex A hereto.
2. Purchase Price. In exchange and as consideration for each PEGI Share,
the Company shall issue with respect thereto 17,647.06 duly authorized, fully
paid and non-assessable shares of common stock, par value $.01 per share, of the
Company (the "Company Shares") upon the execution hereof and, concurrently
therewith, each Stockholder shall deliver to the Company a certificate or
certificates representing the number of PEGI Shares held by such Stockholder as
set forth opposite his name on Annex A hereto, duly endorsed for transfer.
3. Representations and Warranties. Each Stockholder represents and warrants
to the Company that such Stockholder is the owner of his PEGI Shares free and
clear of any lien, claim, other encumbrance and has the right to assign and
transfer ownership in such shares to the Company free and clear of any such
lien, claim, other encumbrance or contractual restriction.
4. Miscellaneous. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. This Agreement shall be governed by and
construed in accordance with the internal substantive laws of the State of New
York, without giving effect to any conflict or choice of laws. This Agreement
may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Share Exchange
Agreement to be duly executed as of the date first above written.
STOCKHOLDERS:
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Xxx Xxxxxx
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Xxxxxx Xxxxx
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Xxxxxxxx Xxxxxx
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Xxxxxxxx Xxxxxx, as custodian
for Xxxxx Xx Xxxxxx
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Xxxx Xxxxxx
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Xxxxxx Xxxxxx
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Xxxxxx Xxxxxxxxxx Xxxxxx
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Xxxxxx Xxxxxxxxx
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Xxxxx Xxxx
ANNEX A
STOCKHOLDER NUMBER OF SHARES
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Xxx Xxxxxx 82.16
Xxxxxxxx Xxxxxx 5.0
Xxxxxxxx Xxxxxx, as custodian for
Xxxxx Xx Xxxxxx 5.0
Xxxxxx Xxxxxx 2.5
Xxxxx Xxxxxx 1.42
Xxxxxx Xxxxxxxxxx Xxxxxx 2.5
Xxxxxx Xxxxx 63.0
Xxxxxx Xxxxxxxxx 7.0
Xxxxx Xxxx 1.42
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Total Shares outstanding 170.0
