481577.3
SHARE PURCHASE AGREEMENT
Dated 7 October 1997
(1) THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
(2) THE SHAREHOLDERS IN THE PROCESS OF CONSTITUTING PRG
FRANCE SA
- and -
(3) MARC EISENBERG, AS ATTORNEY-IN-FACT FOR THOSE PERSONS WHOSE NAMES ARE SET
OUT ON ANNEX 1 ATTACHED HERETO
---------------
SHARE PURCHASE AGREEMENT
for the acquisition of share capital of Financiere
Alma SA and Alma Intervention SA
---------------
THIS AGREEMENT is made on 7 October 1997.
BETWEEN:
(1) THE PROFIT RECOVERY GROUP INTERNATIONAL, INC, a Georgia corporation
("PRG"), Clinton McKellar, Jr, acting as attorney (mandataire) in the
name and on behalf of PRG France SA, a French societe anonyme in the
process of formation at the date hereof ("Agent") , PRG France SA which
expression shall on formation of PRG France SA mean PRG France SA), PRG,
Agent and PRG France SA being called together the "PURCHASER" which
expression includes each or any of them;
(2) MARC EISENBERG, AS ATTORNEY-IN-FACT FOR THOSE PERSONS WHOSE NAMES AND
ADDRESSES ARE SET OUT ON ANNEX 1 ATTACHED HERETO (the "VENDOR").
THE PARTIES AGREE AS FOLLOWS:
1. SALE AND PURCHASE
1.1 On or after December 31, 1998 and not later than January 5, 1999
(the "COMPLETION DATE"), (i) the Vendor shall sell to PRG and
PRG shall purchase from the Vendor the numbers of shares in Alma
Intervention SA ("AI") of which the Vendor is the owner as set
out in Section 1 of ANNEX 1, and (ii) the Vendor shall sell and
the Agent shall purchase the number of shares in AI of which the
Vendor is the owner as set out in Section 2 of ANNEX 1, in each
case with effect from the Completion Date free from any
mortgage, charge, pledge, lien, security interest or other third
party right or interest, or option or restriction of any nature
over or in respect of the relevant asset, security or right (the
"ENCUMBRANCES"), and together with all accrued benefits and
rights attaching thereto and all dividends declared after the 30
June 1997 in respect of the all such shares in AI (collectively
the "AI SHARES").
On the Completion Date, the Vendor shall deliver to the
Purchaser the shares transfer forms relating to all the AI
Shares referred to in ANNEX 1 duly signed and completed in
favour of the Purchaser.
1.2 The Vendor hereby represents, warrants, covenants and undertakes
with the Purchaser (so as to bind him, his personal
representatives, successors and assigns) as follows:
1.2.1 that Vendor has the right to dispose of the AI Shares
which he sells to Purchaser;
- 1 -
1.2.2 that Vendor is disposing of the AI Shares free from any
Encumbrances together with all such rights now or
hereafter attaching thereto, including the right to all
dividends and other distributions (if any) declared,
after 30 June 1997;
1.2.3 as set out in ANNEX 2 to this Agreement;
1.2.4 that Vendor has made available to each person from whom
Vendor received a "pouvoir" all information concerning
PRG and its business and has informed such persons of
the availablity of the investment representations, Risk
Factors and other matters set forth in ANNEX 2 to this
Agreement and has provided copies of ANNEX 2 to any
person who requested same;
1.2.5 that Vendor warrants, covenants and undertakes with
Purchaser that each Pouvoir attached to this Agreement
is an original pouvoir executed by the person whose name
appears on same, and the each such person executed such
pouvoir as a voluntary act and with full right and
authority;
1.2.6 that Vendor warrants, covenants and undertakes with
Purchaser that each pouvoir attached to this Agreement
is valid and enforceable and vests the Vendor with full
right and authority to enter into this Agreement for and
on behalf of the persons whose names are set forth on
ANNEX 1 attached hereto; and
1.2.7 that, at the Completion Date, Vendor shall reaffirm all
of the warranties and representations contained herein
as being true and correct at Completion as if such
warranties and representations were made at that time.
1.3 The price for the AI Shares to be sold by the Vendor to PRG
pursuant to this Agreement shall be paid by PRG by the delivery
at the Completion Date of 13,900 Shares of no par value common
stock of PRG (the "STOCK") in the proportions set out in Annexe
1. The Vendor acknowledges and agrees the the Stock will from
the Completion Date be subject to the restrictions set forth on
ANNEX 2 to this Agreement.
1.4 The price for the AI Shares to be sold by the Vendor to PRG
France is US $ 398,244 to be paid at the Completion Date by way
of one or more bankers drafts as set forth in ANNEX 1.
- 2 -
1.5 The Vendor warrants, covenants and represents to Purchaser that
promptly after the Completion Date, he will deliver to the
persons whose names are set forth on ANNEX 1 attached hereto
stock certificates representing the appropriate number of shares
of PRG Stock and cash in accordance with the amounts set forth
on said ANNEX 1.
2. WARRANTIES BY PRG
PRG hereby represents warrants, covenants and undertakes to the Vendor
as set out in ANNEX 3 of this Agreement.
3. FURTHER ASSURANCES
At any time after the Completion Date, the Vendor shall without charge
to the Purchaser execute all such documents and do such acts and things as the
Purchaser may reasonably require for the purpose of vesting in PRG and/or PRG
France with the full legal and beneficial title to the AI Shares referred to in
ANNEX 1 and giving to the Purchaser the full benefit of this Agreement.
4. GUARANTEE
The obligations of PRG and of the Agent hereunder shall be joint and
several and PRG hereby guarantees the obligations of the Agent hereunder.
5. GOVERING LAW AND RULING VERSION
5.1 This Agreement (and any dispute, controversy, proceedings or
claim of whatever nature arising out of or in any way relating
to this agreement or its formation) shall be governed by and
construed in accordance with French law.
5.2 Any dispute arising from the execution of this Agreement shall
be finally resolved in accordance with the Rules of Conciliation
and Arbitration of the International Chamber of Commerce by
three arbitrators nominated in accordance with their rules
unless the parties can agree on a sole arbitrator. The
arbitration shall take place in Paris. The language of the
arbitration shall be in English.
- 3 -
IN WITNESS WHEREOF, the parties hereto have executed this Agreement at Broadwalk
House, 5 Appold Street, London EC2A 2HA as of the date first above written.
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
/s/ Clinton McKellar, Jr.
- --------------------------------
By: Mr. Clinton McKellar, Jr.
Title: Senior Vice President and General Counsel
/s/ CLINTON MCKELLAR, JR.
- -------------------------------------------
MR. CLINTON MCKELLAR, JR., AS "MANDATAIRE"
FOR THE SHAREHOLDERS OF PRG FRANCE S.A. IN FORMATION
MR MARC EISENBERG AS ATTORNEY OF FACT FOR THOSE PERSONS
WHOSE NAMES ARE SET OUT IN ANNEX 1
By: /s/ Marc Eisenberg
- --------------------------------
Title:
- 4 -
LIST OF SCHEDULES AND/OR ANNEXES
Annex 1 List of names and addresses of persons executing a Pouvoir
in favor of Marc Eisenberg
Annex 2 Warranties of Vendor
Annex 3 Warranties by PRG