0000950144-07-005473 Sample Contracts

SALE OF SHARES AGREEMENT
Sale of Shares Agreement • June 5th, 2007 • PRG Schultz International Inc • Services-engineering, accounting, research, management • Georgia

THIS SALE OF SHARES AGREEMENT (the “Agreement”) is made and entered into this 30th day of May, 2007, by and among MERIDIAN CORPORATION LIMITED, a private limited company organized under the laws of Jersey under company number 18278 (“Seller”), PRG-SCHULTZ INTERNATIONAL, INC., a Georgia corporation (“PRG”), and AVERIO HOLDINGS LIMITED, a private company limited by shares incorporated under the laws of Ireland under registration number 379811 (“Purchaser”). Seller, PRG and Purchaser are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”

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NON-COMPETITION AGREEMENT
Non-Competition Agreement • June 5th, 2007 • PRG Schultz International Inc • Services-engineering, accounting, research, management • Georgia

THIS NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered into this 30th day of May, 2007, by and between AVERIO HOLDINGS LIMITED, a private company limited by shares incorporated under the laws of Ireland under registration number 379811 (“Purchaser”), and PRG-SCHULTZ INTERNATIONAL, INC., a Georgia corporation (“PRG”).

NON-COMPETITION AGREEMENT
Non-Competition Agreement • June 5th, 2007 • PRG Schultz International Inc • Services-engineering, accounting, research, management • Georgia

THIS NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered into this 30th day of May, 2007, by and between AVERIO HOLDINGS LIMITED, a private company limited by shares incorporated under the laws of Ireland under registration number 379811 (“Purchaser”), and PRG-SCHULTZ INTERNATIONAL, INC., a Georgia corporation (“PRG”).

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