INDEMNITY ESCROW AND STOCK PLEDGE AGREEMENT
THIS INDEMNITY ESCROW AND STOCK PLEDGE AGREEMENT (the "ESCROW AGREEMENT") is
made as of October 7, 1997, by and among The Profit Recovery Group
International, Inc., a Georgia corporation ("PRG"), Clinton McKellar, Jr. acting
as Agent ("Mandataire") in the name of and on behalf of PRG France SA, a French
societe anonyme in the process of formation at the date hereof ("AGENT") (which
expression shall on formation of PRG France SA mean PRG France SA), PRG Agent
and PRG France SA being together called the "PURCHASERS", which expression
includes each or any of them and Marc Eisenberg and Eric Eisenberg
("PRINCIPALS") and Banque Internationale a Luxembourg SA of 69, route d'Esch, L-
1470 Luxembourg ("BIL") formerly stockholders of Financiere Alma SA ("ALMA") and
Alma Intervention SA ("AI"), Arnall Golden & Gregory, LLP as interim escrow
agent hereunder ("INTERIM ESCROW AGENT") and the Permanent Escrow Agent as
provided for below (the term "Escrow Agent" referring herein either to Interim
Escrow Agent or to Permanent Escrow Agent, as appropriate.
WITNESSETH:
In this Recital capitalized terms have the same meaning as agreed in clause 1
below. Whereas, Purchasers have acquired or agreed to acquire all the shares of
Alma and AI pursuant to All the Agreements dated 7 October, 1997 among
Purchasers, the Principals and the other stockholders of Alma and AI (including
BIL). This Escrow Agreement is entered into by Purchasers, the Principals, BIL
and Interim Escrow Agent (i) in accordance with section 7 of the Warranty
Agreement, pursuant to which the Principals agreed to pledge and deposit certain
of the Stock (as defined in the Warranty Agreement) in escrow (with Interim
Escrow Agent agreeing to serve hereunder only on an interim basis until a
permanent escrow agent is selected by other parties hereto and enters into a
successor escrow agreement, but in no event for a period ending after 15
January, 1998 (the "INTERIM ESCROW PERIOD") all as provided in Section 10
hereof) and (ii) in accordance with the BIL Sale Agreement whereby, BIL agreed
to pledge and deposit the Stock as defined in the BIL Sale Agreement, in each
case to secure certain indemnity obligations of the Principals to Purchasers in
accordance with the provisions of the Warranty Agreement and the Indemnity
Agreement.
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AGREEMENT:
In consideration of the mutual covenants and agreements contained herein, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Capitalized Terms
Except as otherwise specifically defined in this Escrow Agreement, the
capitalized terms used herein shall have the meanings given such terms in the
Warranty Agreement, the "BIL SALE AGREEMENT" means the sale agreement between
BIL and the Purchasers referred to in Recital (C) of the Warranty Agreement, the
"PRINCIPALS SALE AGREEMENT" means the sale agreement between the Principals and
the Purchaser referred to in Recital (C) of the Warranty Agreement and the
"INDEMNITY AGREEMENT" means the Indemnity Agreement made between the Purchaser
and Marc Eisenberg and dated as of the date of this Escrow Agreement. Copies of
all of such agreements are attached hereto.
2. Deposit of Shares
(a) To secure the satisfaction of Principals' obligations under the
Warranty Agreement and the Indemnity Agreement and hereunder and
to secure the rights of Purchasers under the Warranty Agreement
and the Indemnity Agreement and hereunder, the Principals and BIL
hereby grant to Escrow Agent as bailee for the purpose of holding
and perfecting for Purchasers a lien upon, security interest in
and security title to, and hereby assign, transfer and pledge to
Escrow Agent as such bailee for Purchasers to hold in escrow
pursuant to the terms hereof, 532 049 shares of the Stock received
by the Principals pursuant to the Principals Sale Agreement and by
BIL pursuant to the BIL Sale Agreement. Such shares so deposited
with Escrow Agent less any shares set aside or transferred
pursuant to the terms hereof are hereinafter referred to as the
"ESCROW SHARES". The Escrow Shares shall be held and disposed of
in accordance with the terms of this Escrow Agreement. The parties
hereto acknowledge that the Principals and BIL hereby grant to
Escrow Agent as bailee for Purchasers, and Escrow Agent as bailee
for Purchasers has, all of the rights and remedies granted
pursuant to this Escrow Agreement or given to a secured party
under the Uniform Commercial Code of Georgia.
(b) Interim Escrow Agent hereby irrevocably appoints Ashurst Morris
Crisp of Paris as its agent to accept possession of the Escrow
Shares at Completion and to deliver promptly and under separate
cover the related stock powers, to Interim Escrow Agent by an
internationally recognized air courier service. Each certificate
evidencing any of the Escrow Shares shall be deposited with
Interim Escrow Agent
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and shall have attached thereto a stock power duly executed in
blank by the Principals and BIL as appropriate, in proper form to
permit the transfer of the Escrow Shares represented thereby on
the books of PRG if the conditions for such transfer are met
pursuant to the terms hereof. The Principals and BIL shall not
assign, pledge or transfer in any manner their interests in the
Escrow Shares during the term of this Escrow Agreement. The Escrow
Shares shall continue to be registered in the name of the
Principals or BIL, as appropriate, unless they are transferred to
Purchasers in accordance with the terms of this Escrow Agreement.
3. Indemnification Claims Against Escrow Shares
(a) During the term hereof, if Purchasers determine that they are
entitled to indemnification pursuant to the Warranty Agreement or
the Indemnity Agreement, Purchasers shall give written notice (the
"CLAIM NOTICE") to the Escrow Agent, the Principals and BIL that
Purchasers are entitled to payment of such Claim and seek transfer
to PRG of all or a portion of the Escrow Shares. The Claim Notice
shall state the basis for the Claim and the amount of the Claim
(which amount converted to US Dollars in accordance with the
Warranty Agreement as of the date of the Claim Notice in the case
of Section 3 (a), (b) or (d), or the date as of which Market Value
is determined in the case of Section 3 (e) hereof, is referred to
herein as the "CLAIM AMOUNT"). The Principals and BIL shall
provide written confirmation to Purchasers and Escrow Agent of the
dates of receipt by each Principal and BIL of the Claim Notice;
provided, however, that any refusal or failure by the Principals
or BIL to provide such written confirmation shall not affect the
release of the Escrow Shares pursuant to the provisions of Section
3 hereof. Further, if Escrow Agent has not received any written
confirmation from the Principals or BIL of the first date on which
a Principal or BIL received such Claim Notice, then Escrow Agent
may rely on reasonable evidence supplied by Purchasers as to such
first date of receipt of such Claim Notice by a Principal.
(b) If a Claim Notice is given during the Interim Escrow Period and
Escrow Agent does not receive, within 20 business days after such
Claim Notice was first received by either a Principal or BIL (the
"DISPUTE NOTICE PERIOD"), a notice from either or both of the
Principals or BIL (the "DISPUTE NOTICE") stating that a dispute
exists relating to the Claim Notice (a "DISPUTED CLAIM") and the
basis of such dispute, Escrow Agent shall promptly thereafter
release from escrow for transfer to Purchasers that number of
Escrow Shares equal to the quotient of (1) the Claim Amount,
divided by (2) the average closing sale price per share of Stock
(as reported in The Wall Street Journal) for the last ten trading
days immediately preceding the 21st business day after Interim
Escrow Agent's receipt of the relevant Claim Notice.
(c) If Escrow Agent receives a Dispute Notice within the Dispute
Notice Period , Escrow Agent shall promptly notify Purchasers and
BIL to that effect and continue to hold the Escrow Shares subject
to a Disputed Claim in accordance with this Escrow Agreement and
Purchasers, Principals and BIL shall resolve the Dispute either by
agreement or in accordance with the procedure for arbitration set
forth in Section 7 of the Warranty Agreement or Section 6 of the
Indemnity Agreement as appropriate.
(d) Except for transfers of Escrow Shares pursuant to clause 3 (b)
above, the Escrow Shares shall be transferred to PRG or released
to the Principals or BIL by Escrow Agent as follows:
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(1) If Purchasers obtain a final arbitration award in favor of
Purchasers in respect of any Disputed Claims (the "PRG
ARBITRATION AWARD") and Purchasers furnish Escrow Agent
with a copy of such award bearing the enforcement stamp
issued by any relevant jurisdiction where such enforcement
may be sought, then Escrow Agent shall promptly release
from escrow for transfer to Purchasers that number of
Escrow Shares equal to the quotient of:
(x) the PRG Arbitration Award converted to US
dollars in accordance with the Warranty Agreement or
in the Indemnity Agreement as of the date of such
final award, divided by (y) the average closing sale
price per share of the Stock in US Dollars for the
last ten trading days immediately preceding the date
of the PRG Arbitration Award.
(2) If the Principals and BIL and Purchasers jointly instruct
Escrow Agent on any release and/or transfer of all or any
portion of the Escrow Shares, Escrow Agent shall act in
accordance with such instruction.
(e) (1) On the first business day following the first
anniversary of the Completion Date, Escrow Agent shall
promptly as soon as possible thereafter release from the
Escrow Agreement and deliver to the Principals and BIL in
the proportions in which they deposited Escrow Shares with
Escrow Agent the number of Escrow Shares which equals 15%
of the initial number of Escrow Shares deposited in escrow
with the Escrow Agent pursuant to this Escrow Agreement
less (i) the number of Escrow Shares released to Purchasers
pursuant to either 3 (b) or 3 (d) above provided, however,
that in no event shall Escrow Shares be released from the
Escrow Agreement to the extent that the number of Escrow
Shares remaining subject to the Escrow Agreement shall be
less than that number determined by dividing the Claim
Amounts with respect to any Disputed Claims by the Market
Value. For the purpose of this clause 3 (e) (1) Market
Value shall mean the average closing sale price of PRG
Common Stock (as reported in the Wall Street Journal) for
the last ten trading days immediately preceding the first
business day following the first anniversary of the
Completion Date.
(2) On the first business day following the second anniversary
of the Completion Date, Escrow Agent shall promptly as soon
as possible thereafter release from the Escrow Agreement
and deliver to the Principals the number of Escrow Shares
which equals 15% of the initial number of Escrow Shares
deposited in escrow with the Escrow Agent pursuant to this
Escrow Agreement less (i) the number of Escrow Shares
released to Purchasers pursuant to either 3 (b) or 3 (d)
above provided, however, that in no event shall Escrow
Shares be released from the Escrow Agreement to the extent
that the number of Escrow Shares remaining subject to the
Escrow Agreement shall be less than that number determined
by dividing the Claim Amounts with respect to any Disputed
Claims by the Market Value. For the purpose of this Clause
3 (e) (2) Market Value shall mean the average closing sale
price of PRG Common Stock (as reported in the Wall Street
Journal) for the last ten trading days immediately
preceding the first business day following the second
anniversary of the Completion Date.
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(3) On the first business day following the third anniversary
of the Completion Date, Escrow Agent shall promptly as soon
as possible thereafter release from the Escrow Agreement
and deliver to the Principals the number of Escrow Shares
which equals 20% of the initial number of Escrow Shares
deposited in escrow with the Escrow Agent pursuant to this
Escrow Agreement less (i) the number of Escrow Shares
released to Purchasers pursuant to either 3 (b) or 3 (d)
above provided, however, that in no event shall Escrow
Shares be released from the Escrow Agreement to the extent
that the number of Escrow Shares remaining subject to the
Escrow Agreement shall be less than that number determined
by dividing the Claim Amounts with respect to any Disputed
Claims by the Market Value. For the purpose of this Clause
3 (e) (3) Market Value shall mean the average closing sale
price of PRG Common Stock (as reported in the Wall Street
Journal) for the last ten trading days immediately
preceding the first business day following the third
anniversary of the Completion Date.
(4) On the first business day following the fourth anniversary
of the Completion Date, Escrow Agent shall promptly as soon
as possible thereafter release from the Escrow Agreement
and deliver to the Principals the number of Escrow Shares
which equals 30% of the initial number of Escrow Shares
deposited in escrow with the Escrow Agent pursuant to this
Escrow Agreement less (i) the number of Escrow Shares
released to Purchasers pursuant to either 3 (b) or 3 (d)
above provided, however, that in no event shall Escrow
Shares be released from the Escrow Agreement to the extent
that the number of Escrow Shares remaining subject to the
Escrow Agreement shall be less than that number determined
by dividing the Claim Amounts with respect to any Disputed
Claims by the Market Value. For the purpose of this Clause
3 (e) (4) Market Value shall mean the average closing sale
price of PRG Common Stock (as reported in the Wall Street
Journal) for the last ten trading days immediately
preceding the first business day following the fourth
anniversary of the Completion Date.
(5) On the first business day following the fifth anniversary
of the Completion Date, Escrow Agent shall promptly as soon
as possible thereafter release from the Escrow Agreement
and deliver to the Principals the remaining number of
Escrow Shares less the number of Escrow Shares determined
by dividing the Claim Amounts with respect to any Disputed
Claim by the Market Value provided, however, that in no
event shall Escrow Shares be released from the Escrow
Agreement to the extent that the number of Escrow Shares
remaining subject to the Escrow Agreement shall be less
than that number determined by dividing the Claim Amounts
with respect to any Disputed Claims by the Market Value.
For the purpose of this Clause 3 (e) (5) Market value shall
mean the average closing sale price of PRG Common Stock (as
reported in the Wall Street Journal) for the last ten
trading days immediately preceding the first business day
following the fifth anniversary of the Completion Date.
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(6) Thereafter, upon resolution of each Disputed Claim Escrow
Agent shall promptly as soon as possible thereafter release
from the Escrow Agreement and deliver to the Principals the
remaining number of Escrow Shares less the number of Escrow
Shares determined by dividing the Claim Amount with respect
to a Disputed Claim by the Market Value provided, however,
that in no event shall Escrow Shares be released from the
Escrow Agreement to the extent that the number of Escrow
Shares remaining subject to the Escrow Agreement shall be
less than that number determined by dividing the Claim
Amounts with respect to any Disputed Claims by the Market
Value. For the purpose of this Clause 3 (e) (6) Market
Value shall mean the average closing sale price of PRG
Common Stock (as reported in the Wall Street Journal) for
the last ten trading days immediately preceding the first
business day following the communication of the resolution
of such Disputed Claim to the Escrow Agent.
(f) All stock amounts shall be adjusted for any stock splits or stock
dividends as notified by PRG to Escrow Agent and the Principals.
4. Voting: Dividends and Other Distributions; Issued and Outstanding
(a) Prior to the release from escrow of any shares of PRG Common Stock
constituting the Escrow Shares pursuant to the terms of this
Escrow Agreement, all ownership, voting and cash dividend rights
in such Escrow Shares shall belong to the Principals and BIL. The
Principals and BIL shall be entitled to retain all cash or other
taxable dividends paid or distributed on or in respect of the
shares of PRG Common Stock constituting the Escrow Shares, other
than dividends payable in PRG Common Stock and PRG Common Stock
issued as a result of a stock split. The Principals and BIL hereby
agree to deliver to Interim Escrow Agent promptly upon receipt
thereof, to be held in escrow subject to the terms of this Escrow
Agreement, all dividends in PRG Common Stock received in respect
of the Escrow Shares and all PRG Common Stock issued as a result
of a stock split received in respect of the Escrow Shares,
together with stock powers duly executed in blank by the
Principals and BIL, in proper form to permit the transfer of the
shares represented thereby on the books of PRG. All such shares
shall be distributed by Interim Escrow Agent in the same manner as
the Escrow Shares in respect of which they were issued.
(b) PRG acknowledges and agrees that the Escrow Shares are duly issued
and outstanding on its books for all purposes.
5. Joint Notices
If at any time Escrow Agent shall receive a notice signed jointly by
Purchasers, Principals and BIL containing instructions to Escrow Agent regarding
the disposition of the Escrow Shares or any matter related thereto, Escrow Agent
shall comply with such instructions. Similarly, if at any time Escrow Agent
shall receive a notice signed by Purchasers, Principals and BIL that this Escrow
Agreement has been terminated and containing instructions for releasing the then
remaining number Escrow Shares from the Escrow Agreement, Escrow Agent shall act
in accordance with the instructions contained in such notice and upon such
release this Escrow Agreement shall be deemed terminated and Escrow Agent shall
be released and discharged from all further obligations hereunder.
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6. Ministerial Duties of Escrow Agent
It is understood and agreed that the duties of Escrow Agent hereunder
are purely ministerial in nature and that Escrow Agent shall not be liable for
any error of judgment, fact or law, or any act done or omitted to be done except
for its own willful misconduct or gross negligence. With respect to the Warranty
Agreement, the Escrow Agent shall not be required to determine whether an event
or condition thereunder has occurred, been met or satisfied, or as to whether a
provision of the Warranty Agreement has been complied with, or as to whether
sufficient evidence of the event or condition or compliance with the provision
has been furnished to it. No action in compliance with the terms of this Escrow
Agreement shall subject the Escrow Agent to any claim, liability or obligation
whatsoever, even if it shall be found that such determination was improper or
incorrect, provided only, that Escrow Agent shall not have been guilty of
willful misconduct or gross negligence in making such determination.
7. Genuineness: Validity
Escrow Agent shall not be responsible for the genuineness or validity
of any document or item deposited with it or any notice or instruction given to
it, and it is fully protected in acting in accordance with any written
instruction or instrument given to it, and reasonably believed by it to have
been signed by the proper parties.
8. Conflicting instructions
If at any time Escrow Agent shall receive conflicting notices, claims,
demands or instructions with respect to the Escrow Amount, or if for any other
reason it shall be unable in good faith to determine the party or parties
entitled to receive the Escrow Shares, or any part thereof, Escrow Agent may (i)
hold the Escrow Shares pending resolution of the dispute by mutual agreement of
the Purchasers, Principals and BIL or by a final, unappealable order of court of
competent jurisdiction or award of an arbitrator, whereupon Interim Escrow Agent
shall make such disposition in accordance with such instructions, order or award
or (ii) tender the Escrow Shares into the registry or custody of any court of
competent jurisdiction, together with such legal pleadings as it may deem
appropriate, and thereupon be discharged from all further duties and liabilities
under this Escrow Agreement. Any such legal action may be brought in such court
as the Escrow Agent may determine to have jurisdiction thereof.
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9. Resignation of Escrow Agent
Escrow Agent may resign at any time prior to the end of the term hereof
upon giving the parties hereto thirty (30) calendar days' prior written notice
to that effect. In such event, the successor shall be such person, firm or
corporation as shall be mutually selected by Purchasers, Principals and BIL. It
is understood and agreed that such resignation shall not be effective until a
successor agrees to act hereunder; provided, however, if no successor is
appointed and acting hereunder within thirty (30) days after such notice is
given, Escrow Agent may deliver the then remaining Escrow Shares into a court of
competent jurisdiction.
10. Permanent Escrow Agent
On or before the end of the Interim Escrow Period, Purchasers,
Principals and BIL shall select a successor escrow agent ("PERMANENT ESCROW
AGENT"). Upon the expiration of the Interim Escrow Period (or such earlier date
as such Permanent Escrow Agent has executed and delivered a copy of this Escrow
Agreement to the parties hereto) Interim Escrow Agent shall deliver the then
remaining Escrow Shares to such Permanent Escrow Agent, from and after which
delivery Interim Escrow Agent shall be discharged from any further duties and
liabilities hereunder. If no Permanent Escrow Agent has executed and delivered a
copy of this Escrow Agreement to the parties hereto prior to the expiration of
the Interim Escrow Period, Interim Escrow Agent may deliver the then remaining
Escrow Shares into a court of competent jurisdiction, from and after which
delivery Interim Escrow Agent shall be discharged from any further duties and
liabilities hereunder.
11. Miscellaneous
(a) Notices: All notices, requests, demands, claims or other
communications hereunder will be in writing and shall be deemed
duly given if personally delivered, sent by telefax, sent by a
recognized international delivery service which guarantees at
least second business daydelivery ("COURIER DELIVERY") or mailed
by registered or certified mail, return receipt requested, postage
prepaid and addressed to the intended recipient as set forth
below:
If to Principal: To the address set forth for Principals
on the stockholder records of PRG's
Transfer Agent
with a copy to: Wilinski & Scotto
19, rue Marbeuf
75008 Paris
Attention: Serge Wilinski
Telefax: 01 53 53 97 98
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If to Purchasers: The Profit Recovery Group International, Inc.
2300 Windy Ridge Parkway, Suite 100 North
Atlanta, GA 30339-8426
Attention: Clinton McKellar, Jr,
Senior Vice President and General Counsel
Telefax: (770) 661-3034
with a copy to: Ashurst Morris Crisp
22, rue de Marignan
75008 Paris
Attention: Christopher Crosthwaite,
Thomas Forschbach
Telefax: 01 53 53 53 54
If to Interim Escrow
Agent: Arnall Golden Gregory, LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
Attention: Jonathan Golden, Esq.
Telefax: (404) 873-8701
If to Permanent
Escrow Agent: [ ]
or at such other address as any party hereto notifies the other
parties hereof in writing. The parties hereto agree that notices
or other communications that are sent in accordance herewith (i)
by personal delivery or telefax, will be deemed received on the
business day sent, (ii) by Courier Delivery, will be deemed
received the second business day immediately following the date
sent, and (iii) by mail, will be deemed received seven (7)
business days immediately following the date sent. For purposes of
this Escrow Agreement, a "business day" is a day on which PRG is
open for business and shall not include a Saturday or Sunday or
legal holiday. Notwithstanding anything to the contrary in this
Escrow Agreement, no action shall be required of any party
heretoexcept 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.
(b) Counterparts: This Escrow Agreement may be executed in
counterparts, all of which taken together shall be deemed one
original.
(c) Entire Agreement: This Escrow Agreement contains the entire
agreement among the parties with respect to the Escrow Shares.
This Escrow Agreement may not be amended or supplemented, and no
provision, 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.
(d) Rights Cumulative: The rights, powers and remedies given to
Purchasers by this Escrow Agreement shall be in addition to all
rights, powers and remedies given to Purchasers 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 forebearance or failure
or delay by Purchasers in exercising any right, power or remedy
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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 Purchasers hereunder
shall continue in full force and effect until such right, power
and remedy is specifically waived by an instrument in writing
executed by Purchasers.
(e) Governing Law and Submission to Jurisdiction: Except as otherwise
expressly provided herein, this Escrow Agreement shall be governed
by and construed under the laws of the State of Georgia. Principal
hereby agrees to submit to the jurisdiction of the courts of the
State of Georgia and the federal courts within the State of
Georgia and hereby appoints the Secretary of State of the State of
Georgia as agent for the purpose of receiving service of process
in respect of any proceeding in connection herewith. All claims in
respect of or related to the Warranty Agreement or the Indemnity
Agreement will be resolved in accordance with the procedure for
arbitration set out in clauses 6 and 7 respectively of those
agreements.
(f) Permanent Escrow Agent Fee: the Permanent Escrow Agent shall be
paid its fee and reasonable expenses by Purchasers and the
Principals which shall be agreed upon by Permanent Escrow Agent,
Purchasers, Principals and BIL and attached hereto upon execution
hereof by Permanent Escrow Agent.
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IN WITNESS WHEREOF, the undersigned have caused this Escrow Agreement to be duly
executed at Broadwalk House, 5 Appold Street, London EC2A 2HA, as of the date
first set forth above.
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
By: /s/Clinton McKellar, Jr.
-------------------------
Clinton McKellar, Jr., Senior Vice President and General Counsel
PRG FRANCE SA
By: /s/ Clinton McKellar, Jr.
----------------------------------
Clinton McKellar, Jr. (acting as Agent (mandataire)
in the name of and on behalf of PRG France SA,
in the process of being incorporated)
PRINCIPALS
/s/ Marc Eisenberg
- ----------------------------------
Marc Eisenberg
/s/ Eric Eisenberg
- ----------------------------------
Eric Eisenberg
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BIL
BANQUE INTERNATIONALE A LUXEMBOURG SA
By: /s/ Jean Bodoni
INTERIM ESCROW AGENT
ARNALL GOLDEN & GREGORY, LLP
/s/ Arnall Golden & Gregory, LLP
PERMANENT ESCROW AGENT*
By: __________________________________
Its: _________________________________
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