STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Option Agreement") is entered
into as of the 6th day of March, 2002 by and between Xxxx Xxxxxxxx
(the "Stockholder"); and the persons whose signatures appear on the
Counterpart Signature Pages of this Option Agreement (the "Optionees",
and each of those persons individually, an "Optionee").
WHEREAS, the Stockholder is a stockholder of PR Specialists, Inc.
a Delaware corporation ("PR Specialists"), and currently owns
1,500,000 shares of common stock of PR Specialists;
WHEREAS, PR Specialist's common stock currently trades on the
over-the-counter bulletin board with an average bid/ask price of
approximately $0.10 per share;
WHEREAS, pursuant to the terms and conditions of that certain
exchange agreement of even date hereof (the "PR Specialists/Servitrust
Exchange Agreement"), a copy of which is attached hereto as Exhibit A,
PR Specialists will exchange shares of its common stock for common
stock of Servitrust Corp., a Florida corporation;
WHEREAS, upon the closing of the PR Specialists/Servitrust
Exchange Agreement (the "Closing Event"), the Stockholder wishes to
sell and each Optionee wishes to purchase options, whereby during
certain exercise dates, the Optionees will be provided the opportunity
to purchase up to 1,350,000 of the Stockholder's shares of common
stock of PR Specialists in exchange for cash consideration, all
pursuant to the terms and conditions of this Option Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, the receipt and sufficiency
of which are hereby acknowledged, the parties, intending to be legally
bound, hereby agree as follows:
1. Grant of Option for Transfer of Shares of Stock.
1.1 Stockholder's Option Grant for Transfer of Shares of
Stock. In exchange for $35,000.00, the Stockholder shall grant and
the Optionees shall acquire, an option (the "Option" or "Options"),
whereby during the exercise periods (the "Exercise Periods")
described on Schedule 1.1 attached hereto, the Optionees will be
provided the opportunity to exercise such Options and purchase
c ertain of the Stockholder's shares of common stock of PR
Specialists in exchange for cash consideration, pursuant to the
terms and conditions set forth on Schedule 1.1 attached hereto.
1.2 Delivery of Stock. Upon the execution of this Option
Agreement, the Stockholder shall deposit, or cause to be
deposited, with the Exchange Agent (as described in the
Escrow Agreement, attached hereto as Exhibit B, for the
benefit of the Optionees, the Stockholder's certificate(s)
representing the fully paid and nonassessable shares of
1
Exhibit 99.2
common stock of PR Specialists subject to the Options that
is to be exchanged for the consideration described in
subparagraph 2.1 below.
1.3 Exercise of Option. In the event an Optionee exercises
any part or all of the Options described herein, upon such
exercise, (i) the Exchange Agent shall deliver the
Stockholder's certificates underlying the exercised Options
to the Optionee by hand delivery or by depositing such in
the United States mail, postage prepaid. At that same time,
the Stockholder shall deliver properly executed stock
powers, bank medallion signature guaranteed to the Optionee
by hand delivery or by depositing such in the United States
mail, postage prepaid.
1.4 Effective Date. The effective date of the transactions
described in this Option Agreement shall be the date of the
Closing Event, so long as all of the conditions contained
in paragraph 7 of this Option Agreement shall have been
satisfied or waived as provided herein (the "Effective
Date").
1.5 Further Assurances. From and after the Effective
Date, the Stockholder and the Optionees shall (i) provide such
further assurances to each other, (ii) execute and deliver
all such further instruments and papers, (iii) provide such
records and information and (iv) take such further action
as may be appropriate to carry out the transactions
contemplated by and to accomplish the purposes of this
Option Agreement.
2. Consideration for the Transfer of Shares of Stock.
2.1 Cash Consideration for the Exercise of the Options.
As consideration for the exercise of the Options and the
resulting transfer of shares of stock described in
subparagraph 1.1 above, an Optionee shall transfer to the
Stockholder, on the date the Optionee exercises such
Option(s), the consideration described in Schedule 1.1
attached hereto.
2.2 Delivery of Cash Consideration to the Stockholder.
Upon an Optionee's exercise of an Option or Options during an
Exercise Period, the Optionee shall deliver the applicable
cash consideration described in subparagraph 2.1 to the
Stockholder by hand delivery or by depositing such in the
United States mail, postage prepaid, to the Stockholder.
2.3 Exercise of Options. Subject to the limitations
set forth in this Option Agreement, in order to exercise the
Option or Options granted hereunder, the Optionee shall provide
written notice to the Stockholder specifying the number of
whole shares of the Stockholder's shares of common stock of
PR Specialists the Optionee is purchasing. The written
notice shall be provided to the Stockholder pursuant to the
procedures described in subparagraph 11.7 below.
2
Exhibit 99.2
3. Additional Terms and Conditions.
3.1 Adjustment. Notwithstanding any adjustments
contemplated in the PR Specialists/Servitrust Exchange
Agreement, in the event of a stock split, stock dividend,
combination of shares or any other change in the common stock
of PR Specialists, a dividend or other distribution payable
in cash or property, or an exchange of the common stock of
PR Specialists for other securities, reclassification,
reorganization, redesignation, merger, consolidation,
recapitalization, liquidation or other similar event, the
parties agree that appropriate, proportionate adjustments
shall occur with respect to the subject matters and terms
contained within this Option Agreement.
3.2 Option Confers No Rights as Common Stockholder. An
Optionee shall not be entitled to any privileges of ownership
with respect to shares of common stock of PR Specialists
subject to this Option Agreement unless and until such shares
are purchased and delivered pursuant to the exercise of an
Option or Options, in whole or in part, and the Optionee
becomes a stockholder of record with respect to such
delivered shares; and the Optionee shall not be considered
a stockholder of PR Specialists with respect to any such
shares not so purchased and delivered.
4. Representations and Warranties of the Stockholder. The
Stockholder represents and warrants to the Optionees as
follows:
4.1 Title to Shares of Common Stock of PR Specialists.
The Stockholder has good and marketable title to the number of
shares of common stock of PR Specialists to be transferred
to the Optionees pursuant to subparagraph 1.1 of this
Option Agreement. There is no third party lien, claim or
interest against such shares, currently or threatened, and
such shares are unencumbered.
4.2 Transferability of Shares of Common Stock of PR
Specialists. The Stockholder has full power and authority
to transfer the shares of common stock of PR Specialists to
be transferred to the Optionees pursuant to this Option
Agreement, and the execution, delivery and performance of
this Option Agreement does not require the consent,
approval or authorization of any third party, including any
governmental authority.
4.3 No Conflict. The execution and delivery of this
Option Agreement and the consummation of the transactions
contemplated hereby shall not result in a breach of, or
constitute a default under or a violation of the provisions
of any agreement or other instrument to which the
Stockholder is a party or by which the Stockholder is
bound or of any law, ordinance, regulation, decree or order
applicable to the Stockholder, and shall not conflict with
any provision of PR Specialists's articles of
incorporation, bylaws or other similar documents.
4.4 No Brokers. All negotiations relative to the
execution and delivery of this Option Agreement and the
consummation of the transactions contemplated hereby have
3
Exhibit 99.2
been carried on by each Stockholder in a manner directly
with the Optionees, without the intervention of any other
person, and shall not give rise to any valid claim against
any of the parties for any finder's fee, brokerage commission
or similar payment.
4.5 No Untrue Statements. In connection with the
execution and delivery of this Option Agreement and the
consummation of the transactions contemplated hereby, no
statement the Stockholder has made in this Option Agreement,
and no written statement contained in any certificate,
schedule or other document required to be furnished by the
Stockholder to the Optionees pursuant to this Option Agreement,
contains or will contain any untrue statement of a material
fact, or omits or will omit to state a material fact
necessary in order to make the statements not misleading.
4.6 Acknowledgment. The Stockholder acknowledges that
the Stockholder has had the benefit of financial and legal
advisors with respect to this Option Agreement and that the
Stockholder is not relying upon the Optionees or any person
on behalf of or retained by the Optionees for any
disclosure of information with respect to this Option
Agreement. Notwithstanding, nothing in this subparagraph
4.6 shall be a defense to or mitigation of any breach by an
Optionee of the Optionee's representations and warranties
set forth in this Option Agreement.
5. Representations and Warranties of the Optionee. Each
Optionee represents and warrants to the Stockholder as
follows:
5.1 Transferability of Consideration. On the Effective
Date, the Optionee shall have full power and authority to
transfer to the Stockholder the consideration to be
transferred to the Stockholder pursuant to subparagraph 1.1
of this Option Agreement. The execution, delivery and
performance of this Option Agreement does not require the
consent, approval or authorization of any third party,
including any governmental authority.
5.2 No Conflict. The execution and delivery of this
Option Agreement and the consummation of the transactions
contemplated hereby shall not result in a breach of, or
constitute a default under or a violation of the provisions
of any agreement or other instrument to which the Optionee
is a party or by which the Optionee is bound or of any law,
ordinance, regulation, decree or order applicable to the
Optionee.
5.3 No Brokers. All negotiations relative to the
execution and delivery of this Option Agreement and the
consummation of the transactions contemplated hereby have
been carried on by the Optionee in a manner directly with
each Stockholder, without the intervention of any other
person, and shall not give rise to any valid claim against
any of the parties for any finder's fee, brokerage commission
or similar payment.
4
Exhibit 99.2
5.4 No Untrue Statements. In connection with the
execution and delivery of this Option Agreement and the
consummation of the transactions contemplated hereby, no
statement the Optionee has made in this Option Agreement, and
no written statement contained in any certificate, schedule
or other document required to be furnished by the Optionee to
the Stockholder pursuant to this Option Agreement, contains or
will contain any untrue statement of a material fact, or
omits or will omit to state a material fact necessary in
order to make the statements not misleading.
6. Additional Representations and Warranties.
6.1 Economic Risk; Sophistication. The Optionees and the
Stockholder represent and warrant that they (i) fully
understand the nature, scope and duration of this Option
Agreement, and (ii) have such knowledge and experience in
financial and business matters that they are capable of
evaluating the merits and risks of entering into this
Option Agreement, and therefore have the capacity to
protect their own interests in connection therewith.
7. Conditions to Closing.
7.1 The obligation of the Stockholder to consummate the
transactions contemplated in this Option Agreement with
each Optionee is subject to the fulfillment or written
waiver by the Stockholder prior to or as of the Effective
Date of each of the following conditions:
(a) Representations and Warranties. All representations
and warranties set forth in this Option Agreement shall
be true and correct as of the date of this Option
Agreement and as of the Effective Date, as though made as
of the Effective Date (except for representations and
warranties that, by their express terms, speak to some
other date)
(b) Performance. The Optionees shall have performed
in all material respects all obligations required to be
performed by it under this Option Agreement at or prior
to the Effective Date.
7.2 The obligation of each Optionee to consummate the
transactions contemplated in this Option Agreement is
subject to the fulfillment or written waiver by an Optionee
prior to or as of the Effective Date of each of the
following conditions:
(a) Representations and Warranties. All representations
and warranties set forth in this Option Agreement
shall be true and correct as of the date of this
Option Agreement and as of the Effective Date, as
though made as of the Effective Date (except for
representations and warranties that, by their express
terms, speak to some other date).
5
Exhibit 99.2
(b) Performance. The Stockholder shall have performed
in all material respects all obligations required to be
performed by it under this Option Agreement at or
prior to the Effective Date.
8. Transfer Documents. The Stockholder and the Optionees shall
(i) make such other agreements and execute such other
documents as the parties determine necessary to effectuate
the transactions contemplated by this Option Agreement, and
(ii) provide the other party with such additional
information and documents as may reasonably be requested in
connection with the securities exchanged hereunder,
including information necessary to substantiate the tax
basis of such securities.
9. Mutual Representation and Warranty. The Stockholder and the
Optionees represent and warrant to each other that this
Option Agreement is the legal, valid and binding obligation
of each party hereto, enforceable against each Optionee or
the Stockholder, as the case may be, in accordance with the
terms hereof.
10. Termination and Effect.
10.1 Mutual Consent. This Option Agreement may be terminated
and the transactions contemplated herein may be abandoned if,
at any time prior to the Effective Date, by mutual consent
of the Optionees and the Stockholder.
10.2 Failure to Close. This Option Agreement shall be
terminated and the transactions contemplated herein shall be
abandoned if the Closing Event does not occur by April 30, 2002
(the "Termination Date"), which is the "Drop Dead Date"
described in the PR Specialists/Servitrust Exchange
Agreement. The parties agree, however, that in the event
the parties to the PR Specialists/Servitrust Exchange
Agreement agree to extend such "Drop Dead Date", then the
Termination Date described in this subparagraph 10.2 shall
be extended to the date which is the same date as the
extended "Drop Dead Date".
10.3 Effect of Termination. In the event this Option
Agreement is terminated and the transactions contemplated herein
are abandoned for any reason other than as set forth in
subparagraphs 10.1 or 10.2 hereof, such termination will
not relieve the breaching party from liability for any
willful breach of this Agreement giving rise to such
termination.
11. Miscellaneous.
11.1 Survival of Representations and Warranties;
Limitation of Liability. The representations and warranties
of each of the parties contained herein shall survive the
execution and delivery hereof, and performance of obligations
hereunder, and continue in full force and effect forever
hereafter (subject to any applicable statutes of
limitations).
6
Exhibit 99.2
11.2 No Third Party Beneficiaries. This Agreement shall
not confer any rights or remedies upon any person or entity
other than the parties and their respective successors,
assigns, heirs or legal representatives, as the case may
be.
11.3 Entire Agreement. This Option Agreement (including
the documents referred to herein and the Schedules hereto)
constitutes the entire agreement among the parties and
supersedes any prior understandings, agreements, or
representations by or among the parties, written or oral,
to the extent they related in any way to the subject matter
hereof.
11.4 Succession and Assignment. This Option Agreement
shall be binding upon and inure to the benefit of the parties
named herein and their respective successors, assigns, heirs or
legal representatives, as the case may be.
11.5 Counterparts. This Option Agreement may be executed
in one or more counterparts, each of which shall be deemed an
original but all of which together will constitute one and
the same instrument.
11.6 Headings. The paragraph and subparagraph headings
contained in this Option Agreement are inserted for convenience
only and shall not affect in any way the meaning or
interpretation of this Option Agreement.
11.7 Notices. Any notice, request, demand, or communication
required or permitted to be given by any provision of this
Agreement shall be deemed to have been delivered, given,
and received for all purposes if written and if (i)
delivered personally, by facsimile, or by courier or
delivery service, at the time of such delivery; or (ii)
directed by registered or certified United States mail,
postage and charges prepaid, addressed to the intended
recipient, at the address specified below, two business
days after such delivery to the United States Postal
Service.
If to Stockholder: Xx. Xxxx Xxxxxxxx
0000 Xxxxxxxxxxx Xxxx
Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000
If to Optionee: With respect to the Optionees, at the
address set forth next to their name
on Schedule 1.1.
Any party may change the address to which notices are to be
mailed by giving notice as provided herein to all other parties.
11.8 Governing Law. This Option Agreement shall be governed
by, and construed in accordance with, the laws of the State of
Florida without giving effect to any choice or conflict of
law provision or rule that would cause the application of
the laws of any jurisdiction other than the State of
Florida.
7
Exhibit 99.2
11.9 Amendments and Waivers. No amendment of any provision
of this Option Agreement shall be valid unless the same shall
be in writing and signed by each of the parties hereto. No
waiver by any party of any default, misrepresentation, or
breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior
or subsequent default, misrepresentation, or breach of
warranty or covenant hereunder or affect in any way any
rights arising by virtue of any prior or subsequent such
occurrence.
11.10 Severability. Any term or provision of this Option
Agreement that is invalid or unenforceable in any situation
in any jurisdiction shall not affect the validity or
enforceability of the remaining terms and provisions hereof
or the validity or enforceability of the offending term or
provision in any other situation or in any other
jurisdiction.
11.11 Conflict of Terms. In the event of a conflict of
terms and conditions between this Option Agreement and any
other agreement, the terms and conditions of this Option
Agreement shall prevail.
11.12 General Interpretive Principles. For purposes of this
Option Agreement, except as otherwise expressly provided or
unless the context otherwise requires:
(a) The terms defined in this Option Agreement include the
plural as well as the singular, and the use of any
gender herein shall be deemed to include the other
gender;
(b) Accounting terms not otherwise defined herein have the
meanings given to them in accordance with generally
accepted accounting principles;
(c) References herein to "paragraphs", "subparagraphs" and
other subdivisions without reference to a document are
to designated paragraphs, subparagraphs and other
subdivisions of this Option Agreement;
(d) A reference to a subparagraph without further
reference to a paragraph is a reference to such
subparagraph as contained in the same paragraph in
which the reference appears;
(e) The words "herein", "hereof", "hereunder" and other
words of similar import refer to this Option Agreement
as a whole and not to any particular provision; and
(f) The term "include" or "including" shall mean without
limitation by reason of enumeration.
8
Exhibit 99.2
11.13 Incorporation of Schedules. The schedules identified in
this Option Agreement are incorporated herein by reference
and made a part hereof.
In Witness, the parties have duly executed this Option Agreement
as of the date first above written.
STOCKHOLDER:
____________________ ________________________
Name:_______________ Xxxx Xxxxxxxx
[See Counterpart Signature Pages Attached]
9
Exhibit 99.2
COUNTERPART SIGNATURE PAGE
TO
STOCK OPTION AGREEMENT
(the "Option Agreement")
dated March 6, 2002
between and among
Xxxx Xxxxxxxx, the Stockholder
and
the Optionees whose signatures
appear on the Counterpart Signature Pages thereto
-------------------------------------------------
By execution of this Counterpart Signature Page and upon
acknowledgment by Xxxx Xxxxxxxx, the Stockholder, the undersigned
agrees to become a party to and be bound by the terms of the Option
Agreement, and the undersigned shall be deemed an "Optionee" under the
Option Agreement.
[Individuals] [Entities]
______________________________ __________________________________
By:_______________________________
Name: ________________________ Name:_____________________________
Title:____________________________
Date: __________________ Date:_____________________________
ACKNOWLEDGMENT:
---------------
Xxxx Xxxxxxxx, the Stockholder, hereby acknowledges execution of
this Counterpart Signature Page by the above Optionee(s).
STOCKHOLDER:
____________________________
Xxxx Xxxxxxxx
10
Exhibit 99.2
Schedule 1.1
Transfer of Shares of Stock
Pursuant to the terms of the Option Agreement, on the Effective
Date, in exchange for $35,000 cash, the Stockholder shall grant and
each Optionee shall acquire, the Option(s), whereby during the
Exercise Periods described below, each Optionee will be provided the
opportunity to exercise such Option(s) and purchase the Stockholder's
shares of common stock of PR Specialists in exchange for cash
consideration, all pursuant to the terms and conditions set forth
below.
Pursuant to the terms of the Option Agreement, the Optionee (or
his agent) agrees to deliver to the Stockholder (or his agent) all of
the consideration set forth next to such Optionee's name. Also,
pursuant to the terms of the Option Agreement, the Stockholder (or
his agent) agrees to deliver to the Optionee (or his agent) the
Stockholder's original PR Specialists common stock share certificates,
along with any necessary stock transfer stamps and duly executed stock
powers in a form satisfactory to the Optionee (or his agent).
Name and Address No of shares of Per Share Total Exercise Period
of Optionee Stockholder's Consideration Consideration From-To
PR Specialists to be Paid to be Paid
common stock Upon Exercise Upon Full
under Option Option $ Exercise of
Option $
-------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxx 27,551 $0.10 $2,755.10 5/1/02-7/5/02
000 X. Xxxxxxxxxx Xxxxx, #000 27,551 $0.10 $2,755.10 7/6/02-8/5/02
Xxxxx Xxxxxxx, XX 00000 27,551 $0.10 $2,755.10 8/6/02-9/5/02
27,551 $0.10 $2,755.10 9/6/02-10/6/02
27,551 $0.10 $2,755.10 10/7/02-11/6/02
27,551 $0.10 $2,755.10 11/7/02-12/7/02
27,551 $0.10 $2,755.10 12/8/02-1/7/03
------------------------------------------------------------------------------------------------------
Xxxxx X. Xxxxxx 27,551 $0.10 $2,755.10 5/1/02-7/5/02
000 XX 000xx Xxxxxx 27,551 $0.10 $2,755.10 7/6/02-8/5/02
Xxxxxxxx Xxxxx, XX 00000 27,551 $0.10 $2,755.10 8/6/02-9/5/02
27,551 $0.10 $2,755.10 9/6/02-10/6/02
27,551 $0.10 $2,755.10 10/7/02-11/6/02
27,551 $0.10 $2,755.10 11/7/02-12/7/02
27,551 $0.10 $2,755.10 12/8/02-1/7/03
------------------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxx 27,551 $0.10 $2,755.10 5/1/02-7/5/02
00 Xxxxxxxxx Xx., XX 00 27,551 $0.10 $2,755.10 8/6/02-9/5/02
Xxxxx Xxxxxx, XX 00000 27,551 $0.10 $2,755.10 7/6/02-8/5/02
27,551 $0.10 $2,755.10 9/6/02-10/6/02
27,551 $0.10 $2,755.10 10/7/02-11/6/02
27,551 $0.10 $2,755.10 11/7/02-12/7/02
27,551 $0.10 $2,755.10 12/8/02-1/7/03
------------------------------------------------------------------------------------------------------
11
Exhibit 99.2
-------------------------------------------------------------------------------------------------------
Xxxxxx Family Trust, 27,551 $0.10 $2,755.10 5/1/02-7/5/02
Xxxxxxx Xxxxxx, Trustee 27,551 $0.10 $2,755.10 8/6/02-9/5/02
000 Xxxxx Xxxxx Xxxxx 27,551 $0.10 $2,755.10 7/6/02-8/5/02
Alpharetta, Georgia 27,551 $0.10 $2,755.10 9/6/02-10/6/02
30022 27,551 $0.10 $2,755.10 10/7/02-11/6/02
27,551 $0.10 $2,755.10 11/7/02-12/7/02
27,551 $0.10 $2,755.10 12/8/02-1/7/03
------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx, 27,551 $0.10 $2,755.10 5/1/02-7/5/02
000 Xxxxxxx Xxxx Xxxxx 27,551 $0.10 $2,755.10 8/6/02-9/5/02
Alpharetta, Georgia 27,551 $0.10 $2,755.10 7/6/02-8/5/02
30004 27,551 $0.10 $2,755.10 9/6/02-10/6/02
27,551 $0.10 $2,755.10 10/7/02-11/6/02
27,551 $0.10 $2,755.10 11/7/02-12/7/02
27,551 $0.10 $2,755.10 12/8/02-1/7/03
------------------------------------------------------------------------------------------------------
Xxxxxxx Services 27,551 $0.10 $2,755.10 5/1/02-7/5/02
Group, Inc. 27,551 $0.10 $2,755.10 8/6/02-9/5/02
000 X. Xxxxxxxxx Xxxxxx 27,551 $0.10 $2,755.10 7/6/02-8/5/02
Xxxxx 000 27,551 $0.10 $2,755.10 0/0/00-00/0/00
Xxxx Xxxx Xxxxx, 27,551 $0.10 $2,755.10 10/7/02-11/6/02
Xxxxxxx 00000 27,551 $0.10 $2,755.10 11/7/02-12/7/02
27,551 $0.10 $2,755.10 12/8/02-1/7/03
------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx 27,551 $0.10 $2,755.10 5/1/02-7/5/02
00000 Xxxxx Xxxxxx 27,551 $0.10 $2,755.10 8/6/02-9/5/02
Suite 188 27,551 $0.10 $2,755.10 7/6/02-8/5/02
Cerritos, California 27,551 $0.10 $2,755.10 9/6/02-10/6/02
90703-7300 27,551 $0.10 $2,755.10 10/7/02-11/6/02
27,551 $0.10 $2,755.10 11/7/02-12/7/02
27,551 $0.10 $2,755.10 12/8/02-1/7/03
------------------------------------------------------------------------------------------------------
12
Exhibit 99.2
ESCROW AGREEMENT
THIS ESCROW AGREEMENT ("Escrow Agreement") is entered into as of
the 6th day of March, 2002 by and between Xxxx Xxxxxxxx (the
"Stockholder"); and the persons whose signatures appear on the
Counterpart Signature Pages of this Escrow Agreement (the "Optionees",
and each of those persons individually, an "Optionee"); and Xxxxx X.
Xxxx, P.A. (the "Exchange Agent"); all in connection with that certain
Stock Option Agreement, between the Stockholder and the Optionees, of
even date hereof ("Stock Option Agreement").
WITNESSETH:
WHEREAS, subject to the terms and conditions of the Stock Option
Agreement, on the "Effective Date" (as defined in the Stock Option
Agreement), the Stockholder shall grant and each Optionee shall
acquire, an option (the "Option" or "Options"), whereby during the
exercise periods described on Schedule 1.1 attached thereto, each
Optionee will be provided the opportunity to exercise such Options and
purchase certain of the Stockholder's common stock of PR Specialists,
Inc. ("Common Stock").
WHEREAS, subject to the terms and conditions of the Stock Option
Agreement, the Exchange Agent shall hold in escrow the stock
certificates representing the Common Stock.
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and intending to be legally bound hereby,
the parties hereto agree as follows:
1. Recitals. The recitals above are hereby incorporated by
---------
reference and made a part hereof.
2. Appointment as Exchange Agent. Xxxxx X. Xxxx, P.A. is
------------------------------
hereby appointed and it hereby agrees to serve as the
Exchange Agent on the terms and conditions hereinafter set
forth.
3. Duties of Exchange Agent. The Exchange Agent shall perform
-------------------------
the following duties on the dates described below, as
defined in the Stock Option Agreement:
A. On the Effective Date, the Exchange Agent shall accept
into its Attorney Trust Account from the Stockholder
all of the stock certificates representing the Common
Stock. Upon the Exchange Agent's receipt of such, the
Exchange Agent shall acknowledge in writing to the
Stockholder the receipt thereof and shall hold such in
accordance with the terms of this Escrow Agreement.
B. Upon the Exchange Agent's proper notification of an
Optionee's exercise of an Option or Options during an
applicable Exercise Period, without any further action
on the part of the Optionee or the Stockholder, the
Exchange Agent shall deliver to each Optionee the
stock certificates representing the Common Stock, as
described on Schedule 1.1 attached to the Stock Option
Agreement.
C. The parties hereto agree that each closing between
each Optionee and the Stockholder shall be deemed to
be a separate and distinct transaction, and that the
1
Exhibit 99.2
failure of one such closing transaction to occur
between an Optionee and the Stockholder, for any
reason whatsoever, shall not affect any other closing
between the Stockholder and any other Optionee.
D. Upon the expiration of the exercise period of any
unexercised Option, without further action by any
party, the Exchange Agent shall promptly return to the
Stockholder, the stock certificates representing the
shares of Common Stock, that was underlying the
expired Option.
E. Upon the performance of the duties described above,
the Exchange Agent shall, without further action by
any party, be released from all duties hereunder. The
Exchange Agent shall have no responsibility under this
Agreement except for the performance of its express
duties hereunder.
4. Reliance by Exchange Agent. The Exchange Agent shall not
---------------------------
be responsible for the genuineness of any certificate or
signature, and may rely exclusively upon and shall not
incur any liability by acting in reliance upon any notice,
affidavit, request, consent, or other instrument believed
by the Exchange Agent, in good faith, to be genuine and
otherwise duly authorized and properly made.
5. Return of Escrowed Items. In the event the Exchange Agent
-------------------------
cannot carry out its duties as contemplated in Paragraph 3
above, the Exchange Agent shall promptly return to the
Stockholder, the stock certificates representing the shares
of Common Stock.
6. Expenses. The costs, expenses and charges of the Exchange
---------
Agent in performance of its duties hereunder shall be borne
by the Optionees.
7. No Additional Duties of the Exchange Agent.
-------------------------------------------
A. The Exchange Agent undertakes to perform such duties
and only such duties as are specifically set forth in
this Escrow Agreement, and no implied covenants or
obligations shall be deemed a part of this Escrow
Agreement. The duties of the Exchange Agent hereunder
shall be entirely administrative and not
discretionary. The Exchange Agent shall be obligated
to act only in accordance with written instructions
received by it as provided in this Escrow Agreement
and it is hereby authorized to comply with any orders,
judgments or decrees of any court having jurisdiction
over it, and shall not have any liability as a result
of its compliance with the same.
B. In performing any of its duties hereunder, the
Exchange Agent shall not incur any liability to anyone
for any damages, losses or expenses, except for
willful default or negligence, and it shall,
accordingly, not incur any such liability with respect
to any action taken or omitted in good faith upon
advice of its counsel given with respect to any
questions relating to the duties and responsibilities
of the Exchange Agent under this Agreement.
2
Exhibit 99.2
C. If at any time a dispute shall exist as to the duties
of the Exchange Agent and the terms hereof, the
Exchange Agent may deposit the stock certificates
representing the Common Stock with the Clerk of the
Palm Beach County Court, State of Florida, and may
interplead the parties hereto. Upon so depositing such
stock certificates representing the Common Stock and
filing its complaint in interpleader, the Exchange
Agent shall be completely discharged and released from
all further liability or responsibility under the
terms hereof. The parties hereto, for themselves,
their heirs, successors and assigns, do hereby submit
themselves to the jurisdiction of said Court and do
hereby appoint the Clerk of said Court as their agent
for service of all process in connection with the
proceedings mentioned in this paragraph.
D. The parties hereto hereby agree to indemnify and hold
harmless the Exchange Agent against any and all
losses, claims, damages, liabilities and expenses,
including reasonable costs of investigation and
counsel fees and disbursements, which may be imposed
upon the Exchange Agent or incurred by the Exchange
Agent in connection with its acceptance of appointment
as Exchange Agent hereunder or the proper performance
of its duties hereunder, including any litigation
arising from this Agreement or involving the subject
matter hereof.
E. The Exchange Agent may rely absolutely upon the
genuineness and authorization of any signature or
purported signature appearing to be that of the
parties hereto, as the case may be, and upon any
instruction, notice, releases, receipt or other
document delivered to it pursuant to this Escrow
Agreement.
F. The Exchange Agent may, as a condition to the return
of the stock certificates representing the Common
Stock require from the parties an acknowledgment of
such return, and, upon such return, a release of the
Exchange Agent from any liability arising out of the
execution or performance of this Escrow Agreement.
8. Entire Agreement. No supplement, modification or amendment
-----------------
of this Escrow Agreement shall be binding unless executed
in writing by each of the parties hereto. No waiver of any
of the provisions of this Escrow Agreement shall be deemed
to constitute a waiver of any other provision hereof,
whether or not similar, nor shall any such waiver
constitute a waiver of any other or subsequent breach. No
waiver shall be binding unless executed in writing by the
party sought to be charged thereby. Any waiver shall be
validly and sufficiently authorized for the purposes of
this Escrow Agreement if, as to any party hereto, it is
executed by the individual who executed this Escrow
Agreement on behalf of such party.
9. Counterparts. This Escrow Agreement may be executed in two
-------------
or more counterparts, all of which shall be considered one
and the same agreement, and this Escrow Agreement shall
become a binding agreement when one or more counterparts
hereof shall have been signed by each of the parties and
delivered to each of the other parties hereto.
3
Exhibit 99.2
10. Governing Law. This Escrow Agreement shall be governed by
--------------
and construed in accordance with the laws of the State of
Florida, venue Palm Beach County, without regard to its
rules on conflicts of laws.
11. Notices. Any notice, request, demand, or communication
--------
required or permitted to be given by any provision of this
Escrow Agreement shall be deemed to have been delivered,
given, and received for all purposes if written and (i) if
delivered personally, by facsimile, or by courier or
delivery service, at the time of such delivery; or (ii) if
directed by registered or certified United States mail,
postage and charges prepaid, addressed to the intended
recipient, at the address specified below, two business
days after such delivery to the United States Postal
Service.
If to the Optionees: At the address set forth next to their
name on Schedule 1.1 attached to
the Stock Option Agreement
If to the Stockholder: 0000 Xxxxxxx Xxxx, Xxxxx X
Xxxxxxx, Xxxxxxx 00000
If to the Exchange Agent: Xxxxx X. Xxxx, Esq.
Xxxxx X. Xxxx, P.A.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Any party may change the address to which notices are to be mailed by
giving notice as provided herein to all other parties.
IN WITNESS WHEREOF, the undersigned have executed this Escrow
Agreement as of the day and year first above written.
ATTEST: EXCHANGE AGENT:
By:___________________________ By:_________________________
Xxxxx X. Xxxx, President
Xxxxx X. Xxxx, P.A.
ATTEST: STOCKHOLDER:
By:___________________________ _____________________________
Xxxx Xxxxxxxx
[See Counterpart Signature Pages Attached]
4
Exhibit 99.2
COUNTERPART SIGNATURE PAGE
TO
ESCROW AGREEMENT
(the "Escrow Agreement")
dated March 6, 2002
between and among
Xxxx Xxxxxxxx, the Stockholder,
Xxxxx X. Xxxx, P.A., the Escrow Agent
and
the Optionees whose signatures
appear on the Counterpart Signature Pages thereto
-------------------------------------------------
By execution of this Counterpart Signature Page and upon
acknowledgment by Xxxx Xxxxxxxx, the Stockholder, the undersigned
agrees to become a party to and be bound by the terms of the Option
Agreement, and the undersigned shall be deemed an "Optionee" under the
Option Agreement.
[Individuals] [Entities]
______________________________ __________________________________
By:_______________________________
Name: ________________________ Name:_____________________________
Title:____________________________
Date: __________________ Date:_____________________________
ACKNOWLEDGMENT:
---------------
Xxxx Xxxxxxxx, the Stockholder, and Xxxxx X. Xxxx, P.A., the
Exchange Agent, hereby acknowledge execution of this Counterpart
Signature Page by the above Optionee(s).
STOCKHOLDER: EXCHANGE AGENT:
____________________________ By:____________________________
Xxxx Xxxxxxxx Xxxxx X. Xxxx, President
Xxxxx X. Xxxx, P.A.
5
Exhibit 99.2
