This shareholders agreement (this "Agreement") is made as of February 11, 1997 by and among PREFERRED EMPLOYERS HOLDINGS, INC., having an address at 10800 Biscayne Boulevard, 10th Floor, Miami, Florida 33161 (together with Preferred Employers Group,...Shareholders Agreement • June 10th, 1998 • Harris Mel • Florida
shall have the irrevocable and exclusive second option, but not the obligation, to purchase all, but not part, of the Offered Shares, at the price and upon such terms and conditions as those offered by the prospective purchaser. If the Non-Offering Shareholder elects to purchase the Offered Shares he shall give notice of such election to the Offering Shareholder within 10 days after the receipt of the Second Notice by the Non-Offering Shareholder and the purchase thereof shall be closed within 40 days after receipt of the Second Notice. (c) If an Offering Shareholder gives the required Notice, and the Second Notice, and the Company and the Non-Offering Shareholder do not elect, pursuant to Sections 3(a) and 3(b) , to purchase the Offered Shares, the Offering Shareholder may dispose of the Offered Shares to the person or persons, at the price, and on the terms and conditions specified in the Notice, provided that each such person acquiring the Offered Shares becomes a party to this Agre
W I T N E S S E T H:Share Escrow Agreement • June 10th, 1998 • Harris Mel • New York
EXHIBIT 1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT dated as of February 5, 1997 among Preferred Employers Holdings, Inc., a Delaware corporation (the "Company"), and each of the stockholders of Preferred Employers Group, Inc., a Florida...Share Exchange Agreement • June 10th, 1998 • Harris Mel • New York
EXHIBIT 6 PREFERRED EMPLOYERS HOLDINGS, INC. STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the "AGREEMENT"), dated as of August 20, 1997, between PREFERRED EMPLOYERS HOLDINGS, INC., a Delaware corporation (the "COMPANY"), having an address at 10800...Stock Option Agreement • June 10th, 1998 • Harris Mel • Delaware
EXHIBIT 4 IRREVOCABLE PROXYHarris Mel • June 10th, 1998
The undersigned, being the holder of seven (7) shares of capital stock of Preferred Employers Group, Inc. (the "Company") does hereby constitute and appoint Mel Harris, the true and lawful attorney and proxy for the undersigned, and in his name, place and stead, with full power of substitution, for so long as the Amended and Restated Shareholders Agreement, dated as of May 15, 1995 by and among Mel Harris, Howard Odzer and the Company (the "Amended Shareholders Agreement") or so long as the agreement referred to in Section 17(b)(i) thereof shall be in effect, to vote as the proxy of the undersigned all shares owned, held by or registered in the name of the undersigned in the Company (the "Shares") at any and all meetings, regular and special, of the shareholders of the Company, or any adjournments thereof, which may be held during such period, giving and granting to such attorney and proxy all the powers that the undersigned would possess if personally present, and to execute written c
IRREVOCABLE PROXYHarris Mel • June 10th, 1998
The undersigned, being the holder of sixty-three (63) shares of capital stock of Preferred Employers Group, Inc. (the "Company") does hereby constitute and appoint Mel Harris, the true and lawful attorney and proxy for the undersigned, and in his name, place and stead, with full power of substitution, for so long as the Amended and Restated Shareholders Agreement, dated as of May 15, 1995 by and among Mel Harris, Howard Odzer and the Company (the "Amended Shareholders Agreement") or so long as the agreement referred to in Section 17(b)(i) thereof shall be in effect, to vote as the proxy of the undersigned all shares owned, held by or registered in the name of the undersigned in the Company (the "Shares") at any and all meetings, regular and special, of the shareholders of the Company, or any adjournments thereof, which may be held during such period, giving and granting to such attorney and proxy all the powers that the undersigned would possess if personally present, and to execute wr
