Dated 19 August 1999
--------------------
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
- and -
THE VENDORS
- and -
XX XXXXXX XXXXX (AS VENDORS' REPRESENTATIVE)
- and -
FIRST UNION NATIONAL BANK
--------------------------------------------------------
INDEMNITY ESCROW AND STOCK PLEDGE AGREEMENT
--------------------------------------------------------
ASHURST XXXXXX XXXXX
Xxxxxxxxx Xxxxx
0 Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Tel: 0000-000 0000
Fax: 0000-000 0000
MAM/DRS/P99700001
THIS INDEMNITY ESCROW AND STOCK PLEDGE AGREEMENT (the "ESCROW AGREEMENT") is
made on 19 August 1999
BETWEEN:-
(1) THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. a Georgia corporation whose
principal address is at 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 000 Xxxxx,
Xxxxxxx, Xxxxxxx 00000 ("PRG");
(2) the persons and entities listed in schedule 2 attached hereto, being all
of the vendors (collectively, the "VENDORS" and individually, a "VENDOR")
of Meridian VAT Corporation Ltd., a Jersey corporation ("MERIDIAN" or the
"COMPANY");
(3) XX XXXXXX XXXXX care of Xxxxx Industries Limited, 0 Xxxxxx Xxxx, Xxxxxxx
Xxxx, Xxxxxxxxxxxx 0000, Xxxxx Xxxxxx (the "VENDORS' REPRESENTATIVE");
and
(4) FIRST UNION NATIONAL BANK, a national banking association, whose address
is at c/o Administrator, Capital Management Group, Corporate Trust
Division, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000X/X GA 9094 Xxxxxxx, XX
00000-0000, as escrow agent (the "ESCROW AGENT").
RECITALS
(A) Pursuant to an agreement for the acquisition of the whole of the issued
share capital and certain other equity interests of Meridian (the "SALE
AGREEMENT") of even date between PRG, the Vendors and the Vendors'
Representative, PRG is acquiring all of the issued share capital and
certain other equity interests of Meridian from the Vendors.
(B) This Escrow Agreement is executed and delivered by the parties hereto
pursuant to clause 3.2 of the Sale Agreement.
(C) Pursuant to the Sale Agreement, the Vendors have appointed and authorised
the Vendors' Representative to act as their agent and attorney in
carrying out the provisions of this Escrow Agreement, the Sale Agreement
and Deed of Indemnity.
THE PARTIES AGREE AS FOLLOWS:-
1. DEFINITIONS
All capitalised terms not defined herein shall have the meanings assigned
to them in the Sale Agreement.
2. ESCROW AGENT
2.1 APPOINTMENT
PRG and the Vendors' Representative hereby appoint the Escrow Agent to
serve as escrow agent hereunder and the Escrow Agent hereby accepts such
appointment and agrees to perform all duties that are expressly set forth
in this Escrow Agreement.
-1-
2.2 COMPENSATION
The Escrow Agent will be entitled to compensation in accordance with its
customary fee schedule, a copy of which is attached hereto as schedule 1.
The Escrow Agent's fees shall be paid as to one-half by PRG and as to
one-half by the Vendors' Representative.
2.3 RESIGNATION
The Escrow Agent may resign at any time upon giving the other parties
hereto 30 days' prior written notice. In such event, the Escrow Agent
shall deliver the Escrow Fund (as defined in clause 3 below) and any and
all documents relating thereto then in its possession to a successor
escrow agent; the successor to the Escrow Agent shall be such person,
firm or corporation as shall be mutually agreed upon by PRG and Vendors'
Representative.
Such resignation shall not be effective until a successor agrees to act
hereunder; provided, however, that if no successor is appointed and
acting hereunder within 30 days after such notice is given, the Escrow
Agent may pay and deliver the Escrow Fund into a court of competent
jurisdiction and shall have no further responsibility hereunder.
Any successor appointed pursuant to this clause 2.3 shall be subject to
all the provisions of this Escrow Agreement and the Sale Agreement to the
same extent and in the same manner as the Escrow Agent it succeeds.
2.4 LIABILITIES AND INDEMNIFICATION OF ESCROW AGENT
The Escrow Agent shall not be liable for any damages, or have any
obligations other than the duties prescribed herein in carrying out or
executing the purposes and intent of this Escrow Agreement; provided,
however, that nothing herein contained shall relieve the Escrow Agent
from liability arising out of its own wilful misconduct or gross
negligence. The Escrow Agent's duties and obligations under this Escrow
Agreement shall be entirely administrative and not discretionary. The
Escrow Agent shall not be liable to any party hereto or to any third
party as a result of any action or omission taken or made by the Escrow
Agent in good faith. PRG and the Vendors' Representative shall, jointly
and severally, indemnify the Escrow Agent, hold the Escrow Agent
harmless, and reimburse the Escrow Agent from, against and for, all fees
and expenses of the Escrow Agent hereunder and any and all liabilities,
costs, fees and expenses (including reasonable attorneys' fees) that the
Escrow Agent may suffer or incur by reason of its execution and
performance of this Escrow Agreement. As between PRG and Vendors'
Representative, all such fees and expenses or other indemnified amounts
as described above shall be borne equally (as to one-half by PRG and as
to one-half by the Vendors' Representative). In the event any legal
questions arise concerning the Escrow Agent's duties and obligations
hereunder, the Escrow Agent may consult its legal counsel and rely
without liability upon written opinions given to it by such counsel. The
Escrow Agent shall be protected in acting upon any written notice,
request, waiver, consent, authorisation, or other paper or document which
the Escrow Agent, in good faith, believes to be genuine and what it
purports to be.
-2-
3. THE ESCROW FUND
3.1 DELIVERY OF ESCROW SHARES
Concurrently with the execution hereof, PRG shall procure that there
shall be deposited with the Escrow Agent an aggregate of 611,437 shares
of PRG Common Stock (the "ESCROW SHARES"), to be held by the Escrow Agent
pursuant to and in accordance with the terms of this Escrow Agreement.
The Escrow Shares shall be represented by stock certificates in the name
of "First Union National Bank, as Escrow Agent under the Escrow Agreement
dated 19 August 1999" in respect of each Vendor in the number of
shares listed in column 3 of schedule 2.
Notwithstanding the foregoing, during the term of this Escrow Agreement,
title to the Escrow Shares will be in the name of the Escrow Agent for
record holder purposes only. The parties acknowledge that the Vendors are
the beneficial owners of the Escrow Shares, subject to the terms and
conditions of the Agreement and this Escrow Agreement, and each Vendor
will retain all rights to vote in respect of those of the Escrow Shares
reflected in respect of the Vendor in columns 3 and 4 of schedule 2 and
that are not released from escrow and transferred to PRG pursuant to
clause 4 below. PRG agrees that under current law it would accept a legal
opinion from a law firm reasonably acceptable to PRG, including without
limitation Xxxxx & XxXxxxxx, in relation to the transfer of the Escrow
Shares pursuant to an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "SECURITIES ACT"), which is
premised on the respective Vendors being treated as holding the Escrow
Shares to which they have beneficial ownership from the date of
Completion of the Sale Agreement, notwithstanding that the Escrow Agent
will be the record holder of such Escrow Shares during the term of this
Escrow Agreement, that the transfer complies with the requirements of
Rule 144 under the Securities Act.
The Escrow Shares are delivered into escrow hereunder on behalf of the
Vendors in the same relative proportion as the Consideration Shares
received by each Vendor pursuant to the Agreement and as listed in column
2 of schedule 2 ("PROPORTIONATE INTEREST").
All cash dividends ("CASH DIVIDENDS") on the Escrow Shares shall be
deposited directly into an escrow account created by the Escrow Agent for
the purpose of holding such cash dividends (the "DIVIDEND ACCOUNT").
Shares resulting from stock dividends, stock splits, and other shares or
securities issued in respect of the Escrow Shares ("SHARE DIVIDENDS")
shall upon issuance be added to and become part of the Escrow Shares,
shall be issued in the name of the Escrow Agent, and shall be held by the
Escrow Agent subject to the provisions of this Escrow Agreement.
The Escrow Shares, Cash Dividends, Share Dividends and any other cash or
other property held by the Escrow Agent hereunder shall be referred to as
the "ESCROW FUND". The Escrow Fund is to be held in escrow and
distributed by the Escrow Agent pursuant to the terms of this Escrow
Agreement.
3.2 RECEIPT
The Escrow Agent hereby acknowledges receipt of the Escrow Shares and
agrees to hold and disburse the same in accordance with the terms and
conditions of this Escrow Agreement.
-3-
3.3 INVESTMENT
The Escrow Agent shall, pending the disbursement or release of the Escrow
Fund pursuant to this Escrow Agreement, invest any cash in the Escrow
Fund in accordance with any instructions signed by both the Vendors'
Representative and PRG in:
(a) interest bearing savings accounts (the terms of which have no
restrictions as to the date of withdrawal) in a federally insured
banking or thrift institutions (including, without limitation, the
Escrow Agent or any affiliate);
(b) commercial paper having the highest rating conferred by a
nationally-recognised investment rating agency;
(c) money market funds which are investment companies registered under
the Investment Company Act of 1940, including, without limitation,
those for which Escrow Agent or an affiliate acts as investment
adviser; and/or
(d) securities issued or insured by the United States Government or an
agency or instrumentality thereof with a remaining term to
maturity of no more than one year;
provided that all such investments can be liquidated without penalty to
cash promptly in order to allow timely disbursement of cash in accordance
with this Escrow Agreement.
3.4 SALES OF ESCROW SHARES
(a) In the event a Vendor desires to sell all or a percentage of its
Escrow Shares, the Vendors' Representative shall notify the Escrow
Agent and PRG in writing of the number of Escrow Shares to be sold
and the identity of the Vendor of the respective Escrow Shares
which are proposed to be sold, and shall certify or obtain
certification reasonably acceptable to PRG (i) that the proposed
sale complies with any Pooling of Interests restrictions to which
the Vendor is subject and (ii) that the proposed sale will comply
with this Escrow Agreement and shall otherwise comply with
applicable state and federal securities laws.
(b) No Escrow Shares shall be sold by any of the Vendors listed at
numbers 1, 2, 3, 5, 7, 8 and 9 of part A of schedule 1 and listed
at numbers 8 and 9 of part B of schedule 1 of the Sale Agreement
(each a "RELEVANT VENDOR") prior to such time as PRG publishes its
financial results for at least 30 days of the combined operations
of PRG and the Group.
(c) The proceeds from the sale of any Escrow Shares shall remain in
(or be returned to) the Escrow Fund until otherwise distributed as
provided for by this Escrow Agreement.
-4-
3.5 RELEASE OF ESCROW FUND
Within five (5) business days of the first anniversary of Completion, the
Escrow Agent shall deliver to the Vendors' Representative the Escrow Fund
then remaining in escrow hereunder ("RELEASE"). The Escrow Fund so
released shall be allocated among the Vendors by the Vendors'
Representative (without any liability to or responsibility of PRG or the
Escrow Agent for such allocation).
4. DISBURSEMENT OF ESCROW FUND
The following procedures shall govern all payments out of the Escrow Fund
in the period prior to the Release of the Escrow Fund:
4.1 DISBURSEMENT BY ESCROW AGENT
(a) Upon receipt by the Escrow Agent of a written notice from PRG:-
(i) confirming that the Vendor's Representative has received a
copy of such notice no less than five (5) business days
previously and has not since made any objection thereto;
and
(ii) including confirmation from KPMG that the manner and
calculation of the disbursement set out in such notice is
in accordance with the requirements of the Pooling of
Interests accounting treatment;
and giving instructions to the Escrow Agent to disburse any
portion of the Escrow Fund (a "DISBURSEMENT INSTRUCTION"), then
the Escrow Agent shall, within five (5) business days of the date
of the Disbursement Instruction, disburse the Escrow Shares as
designated therein.
(b) All certificates for Escrow Shares released from escrow pursuant
hereto will bear the same legends as the certificates issued to
each of the Vendors upon Completion and that were not deposited
into escrow and shall be subject to the same restrictions on
resale and otherwise as such shares that were not deposited into
escrow.
4.2 LIMITATION ON INDEMNIFICATION
PRG's right to indemnification from the escrow created hereunder shall
apply only in respect of claims for which a Determination of Claim occurs
prior to the first anniversary of the date hereof.
5. TERMINATION
The escrow created by this Escrow Agreement shall terminate on the
earlier to occur of the following events (a "TERMINATION DATE"):
(a) the Release of the Escrow Fund pursuant to clause 3.5; or
-5-
(b) the disbursement of the final part of the Escrow Fund in
accordance with this Escrow Agreement; or
(c) receipt by the Escrow Agent of a notice signed both by PRG and the
Vendors' Representative stating that this Escrow Agreement is
terminated.
On the relevant Termination Date, the Escrow Fund shall be distributed by
the Escrow Agent to the Vendors' Representative.
No fractional shares of PRG Common Stock shall be distributed and the
Escrow Agent is authorised and directed to sell Escrow Shares in order to
avoid distribution of fractional interests and to deliver the cash
equivalent thereof.
6. RIGHTS AND OBLIGATIONS OF THE VENDORS' REPRESENTATIVE
The Vendors hereby authorise and direct the Vendors' Representative to
take, on their behalf, any actions deemed by him appropriate or necessary
to carry out the provisions of, and to determine the rights of the
parties under, this Escrow Agreement.
The Vendors' Representative:
(a) shall not be liable to any of the Vendors for any error of
judgment, act done or omitted by him as Vendors' Representative in
good faith, or mistake of fact or law unless caused by his own
gross negligence or wilful misconduct;
(b) shall be entitled to treat as genuine any letter or documents
furnished to him by PRG, any of the Vendors or the Escrow Agent
and believed by him to have been signed and presented by the
proper party or parties; and
(c) shall be entitled to recover any reasonable out-of-pocket expenses
from the Escrow Fund prior to any distribution to the Vendors
under clause 5 above.
In case of the resignation, death or inability to act of the Vendors'
Representative or any successor thereto, a successor shall be designated
in accordance with clause 8.3 of the Agreement. Each successor Vendors'
Representative shall as soon as reasonably practicable inform the Escrow
Agent of this appointment and shall have the power, authority, rights and
privileges hereby conferred upon an original Vendors' Representative, and
the term as used herein shall be deemed to include each such successor
Vendors' Representative.
-6-
7. VENDORS
Schedule 2 hereto states the name of each Vendor as of the date hereof,
each Vendor's percentage ownership of outstanding Equity Interests
immediately prior to Completion (being such Vendor's Proportionate
Interest) and the number of Escrow Shares registered in the name of the
Escrow Agent in respect of each Vendor. The social security number for
each Vendor who is a U.S. individual is also set forth in exhibit A
attached hereto. The Escrow Agent may rely conclusively on exhibit A for
all purposes of this Agreement; provided, however, that the Escrow Agent
shall amend exhibit A from time to time as appropriate to reflect any
changes in the number of Escrow Shares held hereunder and shall give
notice of all such amendments to PRG and the Vendors' Representative.
8. MISCELLANEOUS
8.1 NOTICES
Save as specifically otherwise provided in this agreement, any notice,
demand or other communication to be served under this agreement may be
served upon any party hereto only by sending the same by a reputable
international courier firm or sending the same by facsimile transmission
to the party to be served at its address given below, or facsimile number
given below or at such other address or number as he or it may from time
to time notify in writing to the other parties hereto:-
If to Meridian: XX. XXXXX XXXXXXX
Managing Director
Meridian VAT Reclaim (UK) Limited
Meridian House
000-000 Xxxxxxxx Xxxx
Xxxxxx, Xxxxxxx XX0 0XX
If to the Vendors XX. XXXXXX XXXXX, VENDORS' REPRESENTATIVE
c/o Kirsh Industries Limited
0 Xxxxxx Xxxx
Xxxxxxx Xxxx
Xxxxxxxxxxxx 0000
Xxxxx Xxxxxx
Fax: 00 27 11 880 1096
with a copy to: Xxxxx & XxXxxxxx
000 Xxx Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Attention: XXXXXXX XXXX
Fax: (00) 000 000 0000
If to PRG: The Profit Recovery Group International, Inc.
0000 Xxxxx Xxxxx Xxxxxxx
Xxxxx 000, Xxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: XXXXXXX XXXXXXXX, XX.
-7-
Senior Vice President -
General Counsel and Secretary
Fax: (000) 000-0000
with a copy to: Ashurst Xxxxxx Xxxxx
Xxxxxxxxx Xxxxx
0 Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Attention: XXXXXXXX XXXXXXXXXX
Fax: (00) 000 000 0000
with a copy to: Arnall Golden & Xxxxxxx, LLP
2800 One Atlantic Center
0000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: XXXXXXXX XXXXXX, ESQ.
Fax: (000) 000-0000
If to the Escrow Agent: First Union National Bank
Administrator, Capital Management Group
Corporate Trust Division
000 Xxxxxxxxx Xxxxxx
Xxxxx 0000 X/X XX 9094
Xxxxxxx XX 00000-0000
Attention: XXXXX X XXXXXXX
Fax: (000) 000 0000
or at such other address as any party hereto notifies to the other
parties in writing. The parties agree that notices or other
communications sent (i) by fax will be deemed received on the day sent or
on the business day thereafter if not sent on a business day, and (ii) by
a reputable international courier firm will be deemed received on the
second business day immediately following the date sent. For purposes of
this agreement, a "BUSINESS DAY" is a day on which banks in the City of
London and in New York are open for business and shall not include a
Saturday or Sunday or a legal holiday. Notwithstanding anything to the
contrary in this agreement, no action shall be required of the parties
hereto except on a business day and in the event an action is required on
a day which is not a business day, such action shall be required to be
performed on the next succeeding day which is a business day.
8.2 COUNTERPARTS
This Escrow Agreement may be executed in two or more counterparts, all of
which taken together shall be deemed one original.
8.3 ENTIRE AGREEMENT
This Escrow Agreement, the Registration Rights Agreement and the Sale
Agreement contain the entire agreement among the parties with respect to
the Escrow Fund save that the Escrow Agent shall not be bound by the
terms or provisions of any agreement to which it is not a party. This
Escrow Agreement may not be amended or supplemented, and no provision
-8-
hereof may be waived, except by an instrument in writing signed by all of
the parties hereto. No waiver of any provision hereof by any party shall
be deemed a continuing waiver of any matter by such party.
8.4 BENEFIT AND ASSIGNMENT
The rights and obligations of each party under this Escrow Agreement may
not be assigned without the prior written consent of all other parties.
Subject to paragraph 8.5 below, this Escrow Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. In the event that the Vendors' Representative is
replaced pursuant to the Sale Agreement, such replacement Vendors'
Representative shall have the rights and obligations of the Vendors'
Representative hereunder, but the Escrow Agent shall be entitled to rely
on the continuation of the then existing Vendors' Representative until it
receives notice of a replacement in accordance with clause 6 of this
Escrow Agreement.
8.5 INTEREST OF VENDORS' REPRESENTATIVE
No right or interest of the Vendors' Representative in the Escrow Fund
shall be assignable or transferable, or be subject to any lien, in whole
or in part, either directly or by operation of law or otherwise,
including without limitation, by execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner.
8.6 RIGHTS CUMULATIVE
The rights, powers and remedies given to each party by this Escrow
Agreement shall be in addition to all rights, powers and remedies given
to such party by virtue of any statute or rule of law and all such
rights, powers and remedies are cumulative and not alternative, and may
be exercised and enforced successively or concurrently. Any forbearance
or failure or delay by a party in exercising any right, power or remedy
hereunder shall not be deemed to be a waiver of such right, power or
remedy, and any single or partial exercise of any right, power or remedy
hereunder shall not preclude the further exercise thereof; and every
right, power and remedy of a party hereunder shall continue in full force
and effect until such right, power or remedy is specifically waived by an
instrument in writing executed by such party.
8.7 GOVERNING LAW
This Escrow Agreement shall be governed by and construed under the laws
of the State of Georgia, exclusive of the conflict of laws provisions
thereof. Each of the Vendors and the Vendors' Representative hereby agree
to submit to the jurisdiction of the courts of the State of Georgia and
the federal courts within the State of Georgia for the purpose of hearing
and determining any dispute arising out of the operation of this Escrow
Agreement.
8.8 FURTHER ASSURANCES
The parties to this Escrow Agreement agree to execute and deliver any
additional information, documents or agreements contemplated hereby
and/or necessary or appropriate to effect and perform the actions
contemplated hereby.
-9-
8.9 PRONOUNS
All personal pronouns in this Escrow Agreement, whether used in the
masculine, feminine or neuter gender shall include all other genders, and
the singular shall include the plural and the plural shall include the
singular.
IN WITNESS whereof this agreement has been executed on the date first above
written.
-10-
Signed by CAVERSHAM TRUSTEES LIMITED as trustee )
of THE BARON SETTLEMENT LIMITED acting by a )
director )
Director S. Whale
Signed by XXXXXX FINANCIAL SERVICES LIMITED as )
trustee of KI CORPORATION, LTD pursuant to a )
power of attorney dated 5 August 1999, XXXXXX )
FINANCIAL SERVICES LIMITED acting by a director )
Director X. Xxxxx
Signed by XXXXXX FINANCIAL SERVICES LIMITED as )
attorney for XX XXXXXXXXXXXX as trustee of the )
XXXXX TRUST pursuant to a power of attorney )
dated 9 July 1999, XXXXXX FINANCIAL SERVICES )
LIMITED acting by a director )
Director X. Xxxxx
-11-
Signed by LISDAR LIMITED acting by a director )
)
Director S. Whale
Secretary X. Xxxx
Signed by XXXXXX FINANCIAL SERVICES LIMITED as attorney )
for XXXXXXX X. XXXXXXXX pursuant to a power of attorney )
dated 9 July 1999, XXXXXX FINANCIAL SERVICES LIMITED )
acting by a director )
Director X. Xxxxx
Signed by XXXXXX FINANCIAL SERVICES LIMITED as )
attorney for NORMANDY INVESTMENTS INC. pursuant )
to a power of attorney dated 9 July 1999, )
XXXXXX FINANCIAL SERVICES LIMITED acting by a )
director )
Director X. Xxxxx
Signed by CAVERSHAM TRUSTEES LIMITED as )
trustees of THE XXXXXXX TRUST acting by a )
director )
Director S. Whale
-12-
Signed by XXXXXX FINANCIAL SERVICES LIMITED as )
attorney for INDUSTRIE UND FINANZKONTOR as )
trustee of the EURONA FOUNDATION (A/C/ PK) )
pursuant to a power of attorney dated 5 August )
1999, XXXXXX FINANCIAL SERVICES LIMITED acting )
by a director )
Director X. Xxxxx
Signed by XXXXXX FINANCIAL SERVICES LIMITED as )
attorney for INDUSTRIE UND FINANZKONTOR as )
trustee of the EURONA FOUNDATION (A/C LM) )
pursuant to a power of attorney dated 5 August )
1999, XXXXXX FINANCIAL SERVICES LIMITED acting )
by a director )
Director X. Xxxxx
Signed by XXXXXX FINANCIAL SERVICES LIMITED as )
attorney for RADCLIFFES TRUSTEE COMPANY SA AND )
CENTRAL INDEPENDENT TRUSTEES LIMITED as )
trustees of the BORDEAUX TRUST pursuant to )
powers of attorney dated 2 August and 5 August )
1999 respectively, XXXXXX FINANCIAL SERVICES )
LIMITED acting by a director )
Director X. Xxxxx
-13-
Signed by XXXXXX FINANCIAL SERVICES LIMITED as )
attorney for XXXXXX XXXXX pursuant to a power )
of attorney dated 9 July 1999, XXXXXX FINANCIAL )
SERVICES LIMITED acting by a director )
)
Director X. Xxxxx
Signed by XXXXXX FINANCIAL SERVICES LIMITED as )
attorney for XXXXX XXXXX pursuant to a power )
of attorney dated 9 July 1999, XXXXXX FINANCIAL )
SERVICES LIMITED acting by a director )
Director X. Xxxxx
Signed by CARLYLE CORPORATE SERVICES LIMITED )
acting by a director )
Director X. Xxxxxxx
Signed by CARLYLE CORPORATE SERVICES (CI) )
LIMITED acting by a director )
Director S. Whale
Director X. Xxxx
-14-
Signed by XXXXXX FINANCIAL SERVICES LIMITED as )
attorney for XXXXXX XXXXX pursuant to a power )
of attorney dated 5 August 1999, XXXXXX )
FINANCIAL SERVICES LIMITED acting by a director )
Director X. Xxxxx
Signed by THE PROFIT RECOVERY GROUP )
INTERNATIONAL, INC. acting by a duly )
authorised officer )
Duly Authorised Officer X. XxXxxxxx
-15-
Signed by the ESCROW AGENT: )
FIRST UNION NATIONAL BANK )
By: )
Name: )
Title: )
-16-
SCHEDULE 1
FEE SCHEDULE OF THE ESCROW AGENT
Payment Due Upon Receipt Account #3072000685
-------------------------------------------------- ------------ ---------
For Services Rendered as Follows:
-------------------------------------------------- ------------ ---------
First Union National Bank as Escrow Agent for:
The Profit Recovery Group International Inc and
the Vendors of Meridian VAT Corporation Ltd
Escrow Agent Acceptance Fee: 500.00
Annual Escrow Administration Fee: 3000.00
8/19/99 - 8/19/00
-------------------------------------------------- ------------ ---------
TOTAL $3,500.00 $0.00
-------------------------------------------------------------------------
PLEASE REMIT THIS AMOUNT FOR FEES AND EXPENSES >>>>>>>> $3,500.00
-------------------------------------------------------------------------
Please Remit Payment Along With Account Number Reference To:
CHECK: WIRE:
First Union National Bank First Union National Bank
Corporate Trust Department ABA #000-000-000
Suite 1100 Acct #5000000016439
Attn: Xxxxx X. Xxxxxxx FFC: Acct #3072000685
000 Xxxxxxxxx Xxxxxx, XX Ref: PRG/Meridian Escrow
Xxxxxxx, Xxxxxxx 00000 Attn: Xxxxx X. Xxxxxxx
-17
SCHEDULE 2
ESCROW SHARES
TOTAL NUMBER OF ESCROW SHARES 611,434
NUMBER AND PROPORTION OF ESCROW SHARES ATTRIBUTABLE TO EACH VENDOR:
------------------------------- ------------------------------- --------------------------------
(1) (2) (3)
Name of Vendor Proportionate Interest of total Total Escrow Shares
number of Escrow Shares attributable to each Vendor
------------------------------- ------------------------------- --------------------------------
The Baron Settlement 0.0856 52,352
Ki Corporation Limited 0.4413 269,819
The Xxxxx Trust 0.3407 208,345
Lisdar Limited 0.0143 8,770
Xxxxxxx Xxxxxxxx 0.0439 26,813
Normandy Investments Inc 0.0265 16,200
The Xxxxxxx Trust 0.0280 17,120
Eurona Foundation (a/c PK) 0.0025 1,503
Eurona Foundation (a/c LM) 0.0055 3,356
The Bordeaux Trust 0.0061 3,701
Xxxxxx Xxxxx 0.0025 1,503
Xxxxx Xxxxx 0.0001 83
Carlyle Corporate Services 0.0022 1,366
Limited
Carlyle Corporate Services (CI) 0.0008 503
Limited
------------------------------- ------------------------------- --------------------------------
TOTAL 1.0000 611,434
------------------------------- ------------------------------- --------------------------------
-18-
SCHEDULE 3
IRREVOCABLE STOCK POWER
FOR VALUE RECEIVED, First Union National Bank as Escrow Agent does hereby sell,
assign and transfer unto ____________________________________________________
____________________ shares of the common stock of The Profit Recovery Group
International, Inc. ("PRG") standing in its name on the books of PRG represented
by Certificate No. ________ and does irrevocably constitute and appoint
_____________________________________________ attorney to transfer the said
stock on the books of PRG with full power of substitution in the premises.
Dated:
First Union National Bank, as Escrow Agent )
)
)
By :___________________________ )
Name: Xxxxx X. Xxxxxxx )
Title: Administrator, )
Capital Management Group,
Corporate Trust Division
SIGNATURE GUARANTEED:
(Name of Medallion National Bank or a member of the New York Stock Exchange)
By:
Title:
-19-
======================================================================================================================
EXHIBIT A
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
New Stockholder via Acquisition - Stock Ownership
======================================================================================================================
A B C D1 D2
NAME AND, WHERE APPLICABLE, ADDRESS FOR RECEIPT OF COUNTRY OR # OF SHARES FOR # OF SHARES FOR
SOCIAL SECURITY NUMBER PROXY SOLICITATION AND OTHER CERTIFICATE 1 (80%) CERTIFICATE 2
OTHER SHAREHOLDER JURISDICTION OF (10%)
INFORMATION RESIDENCE OR
ORGANIZATION
============================= ======================== ================= ===================== ==================
1. Caversham Ttees Ltd c/o Xxxxxx Xxxxxxxx
TTEES of The Xxxxx Xxxx Cayman Island
Settlement apptd by deed XX Xxx 000 Trust 418,817 52,352(1)
dtd 09/10/90(3) Xxxxxxx Xxxxx
00 Xxxxx Xxxxxx Jersey Trustee
St. Helier,
Jersey JE4 8TY
Channel Islands
============================= ======================== ================= ===================== ==================
2. Ki Corporation Limited c/x Xxxxxx Financial
Services Ltd Liberia
XX Xxx 000 2,158,553 269,819
Xxxxx House
Rouge Bouillon
St. Helier
Jersey JEH 8RH
Channel Islands
============================= ======================== ================= ===================== ==================
============================= ================== ======================================
============================= ================== ======================================
A D3 E F
NAME AND, WHERE APPLICABLE, #OF SHARES FOR # OF SHARES TO BE RESTRICTIONS(2)
SOCIAL SECURITY NUMBER ESCROW INCLUDED IN THE
CERTIFICATE AGGREGATE NUMBER
OF SHARES ISSUED
OF RECORD TO
FIRST UNION
NATIONAL BANK
PURSUANT TO ITEM
15 (10%)(1)
============================= ================= =================== =================
1. Caversham Ttees Ltd Legend B
TTEES of The Baron NA Legend C
Settlement apptd by deed
dtd 09/10/90(3) 52,352(1)
FOR INFORMATION
ONLY. DO NOT
ISSUE SEPARATE
CERTIFICATES FOR
THESE SHARES
============================= ================= =================== =================
2. Ki Corporation Limited Legend B
NA Legend C
269,819(1)
FOR INFORMATION
ONLY. DO NOT
ISSUE SEPARATE
CERTIFICATES FOR
THESE SHARES
============================= ================= =================== =================
======================================================================================================================
EXHIBIT A
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
New Stockholder via Acquisition - Stock Ownership
======================================================================================================================
A B C D1 D2
NAME AND, WHERE APPLICABLE, ADDRESS FOR RECEIPT OF COUNTRY OR # OF SHARES FOR # OF SHARES FOR
SOCIAL SECURITY NUMBER PROXY SOLICITATION AND OTHER CERTIFICATE 1 (80%) CERTIFICATE 2
OTHER SHAREHOLDER JURISDICTION OF (10%)
INFORMATION RESIDENCE OR
ORGANIZATION
============================= ======================== ================= ===================== ==================
3. Xx Xxxxxxxxxxxx TTEE of Xx Xxxxxxxxxxxx
the Xxxxx Trust U/T dtd x/x Xxxxxxxxxxxxx
00/00/00(0) Xxxxxxxxxxxxxxxxxxxx 1,666,760 208,345
Blelcherway 00
XX 0000
Xxxxxx
Xxxxxxxxxxx
============================= ======================== ================= ===================== ==================
4. Lisdar Limited c/o Xxxxxx Xxxxxxxx
Xxxx British Virgin
XX Xxx 000 Islands 70,166 8,771
Xxxxxxx Xxxxx
00 Xxxxx Xxxxxx
Xx. Xxxxxx,
Xxxxxx XX0 0XX
Channel Islands
============================= ======================== ================= ===================== ==================
=============================== ================== ======================================
=============================== ================== ======================================
A D3 E F
NAME AND, WHERE APPLICABLE, #OF SHARES FOR # OF SHARES TO BE RESTRICTIONS(2)
SOCIAL SECURITY NUMBER ESCROW INCLUDED IN THE
CERTIFICATE AGGREGATE NUMBER
OF SHARES ISSUED
OF RECORD TO
FIRST UNION
NATIONAL BANK
PURSUANT TO ITEM
15 (10%)(1)
============================= ================= =================== =================
3. Xx Xxxxxxxxxxxx TTEE of Legend B
the Xxxxx Trust U/T dtd NA Legend C
04/01/81(4)
208,345(1)
FOR INFORMATION
ONLY. DO NOT
ISSUE SEPARATE
CERTIFICATES FOR
THESE SHARES
============================= ================= =================== =================
4. Lisdar Limited Legend B
NA
8,770(1)
FOR INFORMATION
ONLY. DO NOT
ISSUE SEPARATE
CERTIFICATES FOR
THESE SHARES
============================= ================= =================== =================
======================================================================================================================
EXHIBIT A
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
New Stockholder via Acquisition - Stock Ownership
======================================================================================================================
A B C D1 D2
NAME AND, WHERE APPLICABLE, ADDRESS FOR RECEIPT OF COUNTRY OR # OF SHARES FOR # OF SHARES FOR
SOCIAL SECURITY NUMBER PROXY SOLICITATION AND OTHER CERTIFICATE 1 (80%) CERTIFICATE 2
OTHER SHAREHOLDER JURISDICTION OF (10%)
INFORMATION RESIDENCE OR
ORGANIZATION
============================= ======================== ================= ===================== ==================
5. Xxxxxxx X. Xxxxxxxx c/o Meridian VAT
Reclaim Inc U.S.A.
Social Security No.: 000 Xxxx 00xx Xxxxxx 214,506 26,813
X00-00-0000 0xx Xxxxx
Xxx Xxxx
XX 00000
============================= ======================== ================= ===================== ==================
6. Normandy Investments XX Xxx 000
Inc. Polygon Hall Republic of
Xx Xxxxxxxx Street Panama 129,601 16,200
Xx Xxxxx Xxxx
Xxxxxxxx XX0 0XX
Xxxxxxx Xxxxxxx
============================= ======================== ================= ===================== ==================
============================= ================== ======================================
============================= ================== ======================================
A D3 E F
NAME AND, WHERE APPLICABLE, #OF SHARES FOR # OF SHARES TO BE RESTRICTIONS(2)
SOCIAL SECURITY NUMBER ESCROW INCLUDED IN THE
CERTIFICATE AGGREGATE NUMBER
OF SHARES ISSUED
OF RECORD TO
FIRST UNION
NATIONAL BANK
PURSUANT TO ITEM
15 (10%)(1)
============================= ================= =================== =================
5. Xxxxxxx X. Xxxxxxxx Legend A
NA Legend C
Social Security No.:
O51-46-3514 26,813(1)
FOR INFORMATION
ONLY. DO NOT
ISSUE SEPARATE
CERTIFICATES FOR
THESE SHARES
============================= ================= =================== =================
6. Normandy Investments Legend B
Inc. NA
16,200(1)
FOR INFORMATION
ONLY. DO NOT
ISSUE SEPARATE
CERTIFICATES FOR
THESE SHARES
============================= ================= =================== =================
======================================================================================================================
EXHIBIT A
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
New Stockholder via Acquisition - Stock Ownership
======================================================================================================================
A B C D1 D2
NAME AND, WHERE APPLICABLE, ADDRESS FOR RECEIPT OF COUNTRY OR # OF SHARES FOR # OF SHARES FOR
SOCIAL SECURITY NUMBER PROXY SOLICITATION AND OTHER CERTIFICATE 1 (80%) CERTIFICATE 2
OTHER SHAREHOLDER JURISDICTION OF (10%)
INFORMATION RESIDENCE OR
ORGANIZATION
============================= ======================== ================= ===================== ==================
7. Caversham Trustees Ltd c/o Xxxxxx Xxxxxxxx
TTEES of The Xxxxxxx Trust Xxxx Jersey 136,963 17,121
U/T dtd 12/31/89(5) XX Xxx 000
Malzard House
00 Xxxxx Xxxxxx
Xx. Xxxxxx,
Xxxxxx XX0 0XX
Channel Islands
============================= ======================== ================= ===================== ==================
8. Industrie und c/o Industrie und
FinanzKontor TTEE of Eurona FinanzKontor Liechtenstein 12,028 1,504
Foundation (a/c PK), inc Xxxxxxxx 000
00/00/00(0) Xxxxxxxxx 0
XX 0000
Xxxxx
Xxxxxxxxxxxxx
============================= ======================== ================= ===================== ==================
============================= ================== ======================================
============================= ================== ======================================
A D3 E F
NAME AND, WHERE APPLICABLE, #OF SHARES FOR # OF SHARES TO BE RESTRICTIONS(2)
SOCIAL SECURITY NUMBER ESCROW INCLUDED IN THE
CERTIFICATE AGGREGATE NUMBER
OF SHARES ISSUED
OF RECORD TO
FIRST UNION
NATIONAL BANK
PURSUANT TO ITEM
15 (10%)(1)
============================= ================= =================== =================
7. Caversham Trustees Ltd Legend B
TTEES of The Xxxxxxx Trust NA Legend C
U/T dtd 12/31/89(5)
17,120(1)
FOR INFORMATION
ONLY. DO NOT
ISSUE SEPARATE
CERTIFICATES FOR
THESE SHARES
============================= ================= =================== =================
8. Industrie und Legend B
FinanzKontor TTEE of Eurona NA Legend C
Foundation (a/c PK), inc
04/24/72(6) 1,503(1)
FOR INFORMATION
ONLY. DO NOT
ISSUE SEPARATE
CERTIFICATES FOR
THESE SHARES
============================= ================= =================== =================
======================================================================================================================
EXHIBIT A
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
New Stockholder via Acquisition - Stock Ownership
======================================================================================================================
A B C D1 D2
NAME AND, WHERE APPLICABLE, ADDRESS FOR RECEIPT OF COUNTRY OR # OF SHARES FOR # OF SHARES FOR
SOCIAL SECURITY NUMBER PROXY SOLICITATION AND OTHER CERTIFICATE 1 (80%) CERTIFICATE 2
OTHER SHAREHOLDER JURISDICTION OF (10%)
INFORMATION RESIDENCE OR
ORGANIZATION
============================= ======================== ================= ===================== ==================
9. Industrie und c/o Industrie und
FinanzKontor TTEE of Eurona FinanzKontor Liechtenstein 26,852 3,357
Foundation (a/c LM), inc Xxxxxxxx 000
00/00/00(0) Xxxxxxxxx 0
XX 0000
Xxxxx
Xxxxxxxxxxxxx
============================= ======================== ================= ===================== ==================
10. Radcliffes Ttee Co SA x/x Xxxxxxxxxx Xxxxxxx
& Xxx Xxx Xxxxx Ltd TTEES Company SA and Central Jersey 29,607 3,701
Bordeaux Trust U/T 12/18/91(8) Independent Trustees
Ltd
00 Xxx xx X'Xxxxxxxxx
0000 Xxxxxx
Xxxxxxxxxxx
============================= ======================== ================= ===================== ==================
============================= ================== ======================================
============================= ================== ======================================
A D3 E F
NAME AND, WHERE APPLICABLE, #OF SHARES FOR # OF SHARES TO BE RESTRICTIONS(2)
SOCIAL SECURITY NUMBER ESCROW INCLUDED IN THE
CERTIFICATE AGGREGATE NUMBER
OF SHARES ISSUED
OF RECORD TO
FIRST UNION
NATIONAL BANK
PURSUANT TO ITEM
15 (10%)(1)
============================= ================= =================== =================
9. Industrie und Legend B
FinanzKontor TTEE of Eurona NA Legend C
Foundation (a/c LM), inc
04/24/72(7) 3,356(1)
FOR INFORMATION
ONLY. DO NOT
ISSUE SEPARATE
CERTIFICATES FOR
THESE SHARES
============================= ================= =================== =================
10. Radcliffes Ttee Co SA Legend B
& Cen Ind Ttees Ltd TTEES NA
Bordeaux Trust U/T 12/18/91(8)
3,701(1)
FOR INFORMATION
ONLY. DO NOT
ISSUE SEPARATE
CERTIFICATES FOR
THESE SHARES
============================= ================= =================== =================
======================================================================================================================
EXHIBIT A
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
New Stockholder via Acquisition - Stock Ownership
======================================================================================================================
A B C D1 D2
NAME AND, WHERE APPLICABLE, ADDRESS FOR RECEIPT OF COUNTRY OR # OF SHARES FOR # OF SHARES FOR
SOCIAL SECURITY NUMBER PROXY SOLICITATION AND OTHER CERTIFICATE 1 (80%) CERTIFICATE 2
OTHER SHAREHOLDER JURISDICTION OF (10%)
INFORMATION RESIDENCE OR
ORGANIZATION
============================= ======================== ================= ===================== ==================
11. Xxxxxx Xxxxx 0000 Xxxxxxxxxx Xxxx
Xxxxxxxx Xxxxxxx X.X.X. 12,028 1,504
SOCIAL SECURITY NO.: Colorado 80919
###-##-#### USA
============================= ======================== ================= ===================== ==================
12. Xxxxx Xxxxx 28 Meadowbrook Road
Short Hills, U.S.A 664 83
SOCIAL SECURITY NO.: NJ 07078
###-##-#### USA
============================= ======================== ================= ===================== ==================
============================= ================== ====================================
============================= ================== =====================================
A D3 E F
NAME AND, WHERE APPLICABLE, #OF SHARES FOR # OF SHARES TO BE RESTRICTIONS(2)
SOCIAL SECURITY NUMBER ESCROW INCLUDED IN THE
CERTIFICATE AGGREGATE NUMBER
OF SHARES ISSUED
OF RECORD TO
FIRST UNION
NATIONAL BANK
PURSUANT TO ITEM
15 (10%)(1)
============================= ================= =================== =================
11. Xxxxxx Xxxxx Legend A
NA
SOCIAL SECURITY NO.:
###-##-#### 1,503(1)
FOR INFORMATION
ONLY. DO NOT
ISSUE SEPARATE
CERTIFICATES FOR
THESE SHARES
============================= ================= =================== =================
12. Xxxxx Xxxxx Legend A
NA
SOCIAL SECURITY NO.:
###-##-#### 83(1)
FOR INFORMATION
ONLY. DO NOT
ISSUE SEPARATE
CERTIFICATES FOR
THESE SHARES
============================= ================= =================== =================
======================================================================================================================
EXHIBIT A
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
New Stockholder via Acquisition - Stock Ownership
======================================================================================================================
A B C D1 D2
NAME AND, WHERE APPLICABLE, ADDRESS FOR RECEIPT OF COUNTRY OR # OF SHARES FOR # OF SHARES FOR
SOCIAL SECURITY NUMBER PROXY SOLICITATION AND OTHER CERTIFICATE 1 (80%) CERTIFICATE 2
OTHER SHAREHOLDER JURISDICTION OF (10%)
INFORMATION RESIDENCE OR
ORGANIZATION
============================= ======================== ================= ===================== ==================
Meridian House
13. Carlyle Corporate 000-000 Xxxxxxxx Xxxx XX 10,927 1,366
Services Limited Xxxxxx XX0 0XX
============================= ======================== ================= ===================== ==================
============================= ================== ====================================
============================= ================== =====================================
A D3 E F
NAME AND, WHERE APPLICABLE, #OF SHARES FOR # OF SHARES TO BE RESTRICTIONS(2)
SOCIAL SECURITY NUMBER ESCROW INCLUDED IN THE
CERTIFICATE AGGREGATE NUMBER
OF SHARES ISSUED
OF RECORD TO
FIRST UNION
NATIONAL BANK
PURSUANT TO ITEM
15 (10%)(1)
============================= ================= =================== =================
NA Legend B
13. Carlyle Corporate Legend C
Services Limited
1,366(1)
FOR INFORMATION
ONLY. DO NOT
ISSUE SEPARATE
CERTIFICATES FOR
THESE SHARES
============================= ================= =================== =================
======================================================================================================================
EXHIBIT A
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
New Stockholder via Acquisition - Stock Ownership
======================================================================================================================
A B C D1 D2
NAME AND, WHERE APPLICABLE, ADDRESS FOR RECEIPT OF COUNTRY OR # OF SHARES FOR # OF SHARES FOR
SOCIAL SECURITY NUMBER PROXY SOLICITATION AND OTHER CERTIFICATE 1 (80%) CERTIFICATE 2
OTHER SHAREHOLDER JURISDICTION OF (10%)
INFORMATION RESIDENCE OR
ORGANIZATION
============================= ======================== ================= ===================== ==================
c/o Xxxxxx Xxxxxxxx
14. Xxxxxxx Corporate Xxxx Jersey 4,029 504
Services (CI) Ltd XX Xxx 000
Malzard House
00 Xxxxx Xxxxxx
Xx. Xxxxxx,
Xxxxxx XX0 0XX
Channel Islands
============================= ======================== ================= ===================== ==================
============================= ================== ====================================
============================= ================== =====================================
A D3 E F
NAME AND, WHERE APPLICABLE, #OF SHARES FOR # OF SHARES TO BE RESTRICTIONS(2)
SOCIAL SECURITY NUMBER ESCROW INCLUDED IN THE
CERTIFICATE AGGREGATE NUMBER
OF SHARES ISSUED
OF RECORD TO
FIRST UNION
NATIONAL BANK
PURSUANT TO ITEM
15 (10%)(1)
============================= ================= =================== =================
NA Legend B
14. Carlyle Corporate Legend C
Services (CI) Ltd
503(1)
FOR INFORMATION
ONLY. DO NOT
ISSUE SEPARATE
CERTIFICATES FOR
THESE SHARES
============================= ================= =================== =================
======================================================================================================================
EXHIBIT A
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
New Stockholder via Acquisition - Stock Ownership
======================================================================================================================
A B C D1 D2
NAME AND, WHERE APPLICABLE, ADDRESS FOR RECEIPT OF COUNTRY OR # OF SHARES FOR # OF SHARES FOR
SOCIAL SECURITY NUMBER PROXY SOLICITATION AND OTHER CERTIFICATE 1 (80%) CERTIFICATE 2
OTHER SHAREHOLDER JURISDICTION OF (10%)
INFORMATION RESIDENCE OR
ORGANIZATION
============================= ======================== ================= ===================== ==================
c/o Xxxxx X Xxxxxxx
15. First Union National First Union National USA NA NA
Bank as Escrow Agent Bank
Administrator, Capital
Management Group
Corporate Trust
Division
000 Xxxxxxxxx Xxxxxx
Xxxxx 0000 M/C GA 9094
Xxxxxxx XX 00000-0000
============================= ======================== ================= ===================== ==================
============================= ================== ====================================
============================= ================== =====================================
A D3 E F
NAME AND, WHERE APPLICABLE, #OF SHARES FOR # OF SHARES TO BE RESTRICTIONS(2)
SOCIAL SECURITY NUMBER ESCROW INCLUDED IN THE
CERTIFICATE AGGREGATE NUMBER
OF SHARES ISSUED
OF RECORD TO
FIRST UNION
NATIONAL BANK
PURSUANT TO ITEM
15 (10%)(1)
============================= ================= =================== =================
N/A Legend B
15. First Union National FOR INFORMATION Legend C
Bank as Escrow Agent 611,434(9) ONLY. DO NOT Legend D
ISSUE SEPARATE
CERTIFICATES FOR
THESE SHARES
============================= ================= =================== =================
----------
1. Indicates the number of shares being issued to First Union National Bank
as Escrow Agent pursuant to item 15 above, which are being issued in
respect of the person or entity named in this item. Such shares are part
of the single aggregate certificate issued of record to First Union
National Bank as Escrow Agent and deposited in escrow with First Union
National Bank. TRANSFER AGENT: DO NOT ISSUE SEPARATE CERTIFICATES FOR ANY
OF THE SHARES LISTED IN COLUMN E. ALL OF THESE SHARES ARE REFLECTED IN
THE CERTIFICATE ISSUED TO FIRST UNION NATIONAL BANK AS ESCROW AGENT
REFLECTED IN COLUMN D3 OF ITEM 15 ABOVE.
2 This column shows which of the relevant Legends on Exhibit B attached
hereto should be affixed to each certificate evidencing the shares
described above. Stop transfer orders should be entered with respect to
all shares.
3 Full name: Caversham Trustees Limited as trustees of The Baron Settlement
pursuant to a deed dated 10 September 1999
4 Full name: Xx Xxxxxxxxxxxx as trustee of the Xxxxx Trust pursuant to a
trust deed dated 1 April 1981
5 Full name: Caversham Trustees Limited as trustees of The Xxxxxxx Trust
pursuant to a trust deed dated 31 December 1989
6 Full name: Industrie und FinanzKontor trustee of Eurona Foundation (a/c
PK), incorporated in Leichtenstein on 24 April 1972
7 Full name: Industrie und FinanzKontor trustee of Eurona Foundation (a/c
LM), incorporated in Leichtenstein on 24 April 1972
8 Full name: Radcliffes Trustee Company SA & Central Independent Trustees
Limited as trustees of the Bordeaux Trust pursuant to a trust deed dated
18 December 1981
9 The certificate for the shares issued to First Union National Bank as
Escrow Agent will be delivered to First Union National Bank to be held in
escrow in accordance with an indemnity escrow and stock pledge agreement.
EXHIBIT B
LEGEND A:
GENERAL RESTRICTIVE LEGEND FOR U.S. PERSONS:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
SECURITIES LAWS OF ANY OTHER JURISDICTION, IN RELIANCE UPON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SHARES REPRESENTED BY THIS
CERTIFICATE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, NOR WILL AN ASSIGNEE OR
ENDORSEE HEREOF BE RECOGNIZED AS AN OWNER OF THE SHARES BY THE ISSUER, UNLESS
(1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE
SECURITIES LAWS WITH RESPECT TO THE SHARES AND THE TRANSFER SHALL THEN BE IN
EFFECT, OR (2) IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, THE SHARES
ARE TRANSFERRED IN A TRANSACTION WHICH IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF SUCH LAWS."
LEGEND B:
GENERAL RESTRICTIVE LEGEND FOR NON-U.S. PERSONS
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY OTHER
JURISDICTION, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S.
PERSONS (OTHER THAN DISTRIBUTORS) UNLESS THE SECURITIES ARE REGISTERED UNDER THE
SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT IS AVAILABLE, WHICH MAY INCLUDE OFFERS AND SALES IN COMPLIANCE
WITH REGULATION S UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THESE
SECURITIES MAY ALSO NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT."
LEGEND C:
RELEVANT VENDOR RESTRICTIVE LEGEND:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
ON SALE, TRANSFER OR OTHER DISPOSITION PURSUANT TO A SALE AND PURCHASE AGREEMENT
DATED ______________, 1999, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE
PRINCIPAL OFFICE OF THE PROFIT RECOVERY GROUP INTERNATIONAL, INC."
LEGEND D:
ESCROW SHARES RESTRICTIVE LEGEND:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN PLEDGED TO THE PROFIT
RECOVERY GROUP INTERNATIONAL, INC. AND ARE SUBJECT TO AN INDEMNITY ESCROW AND
STOCK PLEDGE AGREEMENT DATED _________ ____, 1999. A COPY OF SUCH AGREEMENT MAY
BE INSPECTED AT THE PRINCIPAL OFFICE OF THE PROFIT RECOVERY GROUP INTERNATIONAL,
INC."
----------
1. Indicates the number of shares being issued to First Union National Bank
as Escrow Agent pursuant to item 15 above, which are being issued in
respect of the person or entity named in this item. Such shares are part
of the single aggregate certificate issued of record to First Union
National Bank as Escrow Agent and deposited in escrow with First Union
National Bank. TRANSFER AGENT: DO NOT ISSUE SEPARATE CERTIFICATES FOR ANY
OF THE SHARES LISTED IN COLUMN E. ALL OF THESE SHARES ARE REFLECTED IN
THE CERTIFICATE ISSUED TO FIRST UNION NATIONAL BANK AS ESCROW AGENT
REFLECTED IN COLUMN D3 OF ITEM 15 ABOVE.
2 This column shows which of the relevant Legends on Exhibit B attached
hereto should be affixed to each certificate evidencing the shares
described above. Stop transfer orders should be entered with respect to
all shares.
3 Full name: Caversham Trustees Limited as trustees of The Baron Settlement
pursuant to a deed dated 10 September 1999
4 Full name: Xx Xxxxxxxxxxxx as trustee of the Xxxxx Trust pursuant to a
trust deed dated 1 April 1981
5 Full name: Caversham Trustees Limited as trustees of The Xxxxxxx Trust
pursuant to a trust deed dated 31 December 1989
6 Full name: Industrie und FinanzKontor trustee of Eurona Foundation (a/c
PK), incorporated in Leichtenstein on 24 April 1972
7 Full name: Industrie und FinanzKontor trustee of Eurona Foundation (a/c
LM), incorporated in Leichtenstein on 24 April 1972
8 Full name: Radcliffes Trustee Company SA & Central Independent Trustees
Limited as trustees of the Bordeaux Trust pursuant to a trust deed dated
18 December 1981
9 The certificate for the shares issued to First Union National Bank as
Escrow Agent will be delivered to First Union National Bank to be held in
escrow in accordance with an indemnity escrow and stock pledge agreement.
