Dated August 19, 1999
THE PROFIT RECOVERY GROUP
INTERNATIONAL, INC.
- AND -
THE VENDORS (as defined herein)
REGISTRATION RIGHTS AGREEMENT
ASHURST MORRIS CRISP
Broadwalk House
5 Appold Street
London EC2A 2HA
Tel: 0171-638 1111
Fax: 0171-972 7990
THIS AGREEMENT is made on August 19, 1999
BETWEEN:
(1) THE PROFIT RECOVERY GROUP INTERNATIONAL, INC., a Georgia corporation (the
"Company"); and
(2) Those persons or entities set out in column 1 of schedule 1 of the Sale
Agreement (the "Vendors").
RECITALS
The Company and, inter alia, the Vendors have entered into a Share Purchase
Agreement (the "Sale Agreement") dated 1999 pursuant to which the Company is to
issue to the Vendors shares of the Company's common stock in exchange for the
transfer to the Company by the Vendors of all of the issued and outstanding
equity interests of Meridian VAT Corporation Ltd., a Jersey corporation
("Meridian"). Under the Sale Agreement, the Company and the Vendors have agreed
to enter into this agreement in order to provide the Vendors with certain rights
to register shares of the Company's common stock. The Company desires to induce
the Vendors to acquire shares of common stock pursuant to the Sale Agreement by
agreeing to the terms and conditions set forth herein.
THE PARTIES AGREE AS FOLLOWS:
1. DEFINITIONS
For the purposes of this agreement:
"Holder" means any person owning or having the right to acquire Registrable
Securities or any assignee thereof in accordance with clause 9 hereof;
"register," "registered," and "registration" shall refer to a registration
effected by preparing and filing a registration statement or similar
document in compliance with the Securities Act of 1933, as amended (the
"Act"), and the declaration or ordering of effectiveness of such
registration statement or document;
"Registrable Securities" means:
(a) one million five hundred thousand (1,500,000) of the shares of PRG
common stock issued to the Vendors pursuant to the Sale Agreement, as
set forth on Exhibit "A" hereto, in respect of each Vendor (prior to
any assignment in accordance with clause 9), (such number of shares
reflecting the stock dividend made to shareholders of PRG on 17 August
1999 and the parties hereto agree that no further adjustment to
reflect such dividend shall be made hereunder); and
(b) any other shares of common stock of the Company issued as (or issuable
upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with
respect to, or in exchange for or in replacement of any Registrable
Securities;
but excluding in all cases any shares (which otherwise would have been
Registrable Securities) sold by a person in a transaction in which such
person's rights under this agreement in respect of such shares are not
assigned to the transferee of such shares.
Notwithstanding the foregoing, common stock or other securities shall only
be treated as Registrable Securities if and so long as they have not been:
(i) sold to or through a broker or dealer or underwriter in a public
distribution or a public securities transaction; or
(ii) sold in a transaction exempt from the registration and prospectus
delivery requirements of the Act under clause 4(1) thereof so that all
transfer restrictions, and restrictive legends with respect thereto,
if any, are removed upon the consummation of such sale;
"Relevant Vendor" means each 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;
"Significant Vendor" means each of Ki Corporation Limited, The Denor Trust
and The Baron Settlement; and
"SEC" means the US Securities and Exchange Commission.
All capitalised words not defined herein shall have the same meaning as in
the Sale Agreement.
2. REGISTRATION
If (but without any obligation to do so) the Company proposes:
(1) in the case of the Relevant Vendors but excluding Significant Vendors,
at any time (a) after such time as the Company has made publicly
available financial statements covering a period of at least thirty
(30) days of combined operations of the Company and Meridian (the
"Combined Operations Period"), but (b) prior to the anniversary date
of this agreement;
(2) in the case of the Significant Vendors, at any time (a) after the
Combined Operations Period, but (b) prior to the second anniversary
date of this agreement; and
(3) in the case of all Vendors that are not Relevant Vendors, at any time
(a) after the date hereof, but (b) prior to the anniversary date of
this agreement; and to register (including for this purpose a
registration effected by the Company for stockholders other than the
Holders) any of its stock under the Act in connection with the public
offering of such securities solely for cash (other than a registration
relating solely to the sale of securities to participants in a Company
stock plan, a transaction covered by Rule 145 under the Act, a
registration in which the only stock being registered is common stock
issuable upon conversion of debt securities which are also being
registered or any registration on any form which does not include
substantially the same information as would be required to be included
in a registration statement covering the sale of the Registrable
Securities), the Company shall, no later than 30 days prior to the
filing of such registration statement, give each Holder written notice
of such registration at the address as set out in Exhibit B. Upon the
written request of each Holder given within 10 days after receipt of
such notice in accordance with clause 4, the Company shall, subject to
the provisions of clause 6, use its commercially reasonable best
efforts to cause to be registered under the Act all of the Registrable
Securities that each such Holder has requested to be registered;
provided, however, that the Holders shall not have the right to have
registered in any given public offering a number of securities which
exceeds one third (1/3) of the aggregate number of securities to be
sold in such public offering, including securities to be sold pursuant
to any over-allotment option; provided, further, however, that in the
case of a registration statement filed prior to the end of the
Combined Operations Period, no securities may be included by the
Vendors unless the aggregate dollar value of securities to be included
by Vendors exceeds $50,000.
2
3. OBLIGATIONS OF THE COMPANY
3.1 Whenever required under this agreement to use its commercially reasonable
best efforts to effect the registration of any Registrable Securities, the
Company shall, as expeditiously as reasonably possible:
(a) furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may
reasonably request in order to facilitate the disposition of
Registrable Securities owned by them;
(b) notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto
is required to be delivered under the Act of the happening of any
event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then
existing; and
(c) provide a transfer agent and registrar for all Registrable Securities
registered pursuant hereto and a CUSIP number for all such Registrable
Securities, in each case not later than the effective date of such
registration.
4. INFORMATION TO BE FURNISHED
It shall be a condition precedent to the obligations of the Company to take
any action pursuant to this agreement with respect to the Registrable
Securities of any selling Holder that such Holder shall furnish to the
Company such information regarding itself, the Registrable Securities held
by it, and the intended method of disposition of such securities as shall
be required to effect the registration of such Holder's Registrable
Securities or as shall otherwise reasonably be requested by the Company.
5. EXPENSES OF REGISTRATION
All expenses other than underwriting discounts and commissions incurred in
connection with registrations, filings or qualifications pursuant hereto
including (without limitation) all registration, filing and qualification
fees, printers' and accounting fees and fees and disbursements of counsel
for the Company (but specifically excluding the fees and disbursements of
counsel for the selling Holders) shall be borne by the Company.
3
6. UNDERWRITING REQUIREMENTS
6.1 In connection with any offering involving an underwriting of shares of the
Company's capital stock, the Company shall not be required under clause 2
to use its commercially reasonable best efforts to include any of the
Holders' securities in such underwriting unless they accept the terms of
the underwriting as agreed upon between the Company and the underwriters
selected by it (or by other persons entitled to select the underwriters),
and then only in such quantity as the underwriters determine in their sole
discretion will not jeopardise the success of the offering by the Company
or by any selling stockholders exercising demand rights. If the total
amount of securities, including Registrable Securities, requested by
stockholders to be included in such offering exceeds the amount of
securities sold other than by the Company that the underwriters determine
in their sole discretion is compatible with the success of the offering,
then the Company shall be required to include in the offering only that
number of such securities, including Registrable Securities, which the
underwriters determine in their sole discretion will not jeopardise the
success of the offering of the securities so included. Securities shall be
excluded from the offering in the order set forth below:
(a) first, the number of shares requested to be registered for the account
of persons, if any, whose rights to have their shares included in such
registration are subordinate to the rights granted pursuant to this
agreement shall be reduced as required;
(b) second, the number of shares requested to be registered for the
account of the Holders of registration rights granted pursuant to this
agreement and the number of shares requested to be registered by
persons, if any, holding registration rights on a parity with those
granted by this agreement shall be reduced, pro rata, as required;
(c) third, the number of shares requested for the account of persons, if
any, holding registration rights having priority over the rights
granted by this agreement shall be reduced as required; and
(d) last, the number of shares intended to be registered by the Company
for its own account shall be reduced as required.
Notwithstanding the foregoing, in no event shall any shares being sold by a
stockholder exercising a demand registration right be excluded from such
offering except by mutual consent of the Company and such stockholder.
7. DELAY OF REGISTRATION
No Holder shall have any right to obtain or seek an injunction restraining
or otherwise delaying any such registration as the result of any
controversy that might arise with respect to the interpretation or
implementation of this agreement.
8. INDEMNIFICATION
8.1 In the event any Registrable Securities are included in a registration
statement under this agreement, to the extent permitted by law, the Company
will indemnify and hold harmless each Holder, any underwriter (as defined
in the Act) for such Holder and each person, if any, who controls such
Holder or underwriter within the meaning of the Act or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), against any losses,
claims, damages, or liabilities (joint or several) to which they may become
subject under the Act, the Exchange Act, or other federal or state law,
insofar as such losses, claims, damages, or liabilities (or actions in
respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively, a "Violation"):
4
(a) any untrue statement or alleged untrue statement of a material fact
contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto; or
(b) the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements
therein not misleading,
and the Company will pay to each such Holder, underwriter or controlling
person, as incurred, any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim,
damage, liability, or action, provided, however, that the indemnity
agreement contained in this clause 8.1 shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be liable in any
such case for any such loss, claim, damage, liability or action to the
extent that it arises out of or is based upon a violation which occurs in
reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by any Holder,
underwriter or controlling person; provided further, however, that, in a
non-underwritten offering, the Company shall not be liable to any Holder
with respect to any preliminary prospectus to the extent that any such
loss, claim, damage or liability (or action in respect thereof) results
from the fact that such Holder sold Registrable Securities to a person to
whom there was not sent or given, at or before the written confirmation of
such sale, a copy of the prospectus (excluding documents incorporated by
reference) or of the prospectus as then amended or supplemented (excluding
documents incorporated by reference) if the Company has previously
furnished copies thereof to such Holder in compliance with this agreement
and the loss, claim, damage or liability of such Holder results from an
untrue statement or omission of a material fact contained in such
preliminary prospectus which was corrected in the prospectus (or the
prospectus as amended or supplemented).
8.2 To the extent permitted by law, each selling Holder will indemnify and hold
harmless the Company, each of its directors, each of its officers who has
signed the registration statement, each person, if any, who controls the
Company within the meaning of the Act or the Exchange Act, any underwriter,
any other Holder selling securities in such registration statement and any
controlling person of any such underwriter or other Holder, against any
losses, claims, damages or liabilities (joint or several) to which any of
the foregoing persons may become subject, under the Act, the Exchange Act
or other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereto) arise out of or are based upon
any Violation, in each case to the extent (and only to the extent) that
such violation occurs in reliance upon and in conformity with written
information furnished by such Holder expressly for use in connection with
such registration; and each such Holder will pay as incurred, any legal or
other expenses reasonably incurred by any person intended to be indemnified
pursuant to this clause 8.2, in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that
the indemnity agreement contained in clause 8.1 shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if
such settlement is effected without the consent of the Holder, which
consent shall not be unreasonably withheld.
5
8.3 Any person that proposes to assert the right to be indemnified under this
clause 8, will promptly after receipt of notice of commencement of any
action against such party in respect of which a claim is to be made against
an indemnifying party or parties under this clause 8, notify each such
indemnifying party in writing of the commencement of such action, enclosing
a copy of all papers served, but the omission so to notify such
indemnifying party will not relieve it from any liability that it may have
to an indemnified party under the foregoing provisions of this clause
unless, and only to the extent that, such omission results in the loss of
substantive rights or defences by the indemnifying party. If any such
action is brought against any indemnified party and it notifies the
indemnifying party of its commencement, the indemnifying party will be
entitled to participate in and, to the extent that it elects by delivering
written notice to the indemnified party promptly after receiving notice of
the commencement of the action from the indemnified party, jointly with any
other indemnifying party similarly notified, to assume the defence of the
action, with counsel reasonably satisfactory to the indemnified party, and
after notice from the indemnifying party to the indemnified party of its
election to assume the defence, the indemnifying party will not be liable
to the indemnified party for any legal or other expenses except as provided
below and except for the reasonable costs of investigation subsequently
incurred by the indemnified party in connection with the defence. The
indemnified party will have the right to employ its own counsel in any such
action, but the fees, expenses and other charges of such counsel will be at
the expense of such indemnified party unless:
(a) the employment of counsel by the indemnified party has been authorised
in writing by the indemnifying party;
(b) the indemnified party has reasonably concluded (based on advice of
counsel) that there may be legal defences available to it or other
indemnified parties that are different from or in addition to those
available to the indemnifying party;
(c) a conflict or potential conflict exists (based on advice of counsel to
the indemnified party) between the indemnified party and the
indemnifying party (in which case the indemnifying party will not have
the right to direct the defence of such action on behalf of the
indemnified party); or
(d) the indemnifying party has not in fact employed counsel to assume the
defence of such action within a reasonable time after receiving notice
of the commencement of the action,
in each of which cases the reasonable fees, disbursements and other charges
of counsel will be at the expense of the indemnifying party or parties. It
is understood that the indemnifying party or parties shall not, in
connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees, disbursements and other
charges of more than one separate firm admitted to practice in such
jurisdiction at any one time for all such indemnified parties. All such
fees, disbursements and other charges will be reimbursed by the
indemnifying party promptly as they are incurred. Any indemnifying party
will not be liable for any settlement of any action or claim effected
without its written consent (which consent will not be unreasonably
withheld).
6
8.4 If the indemnification provided for in this clause 8 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable
by such indemnified party as a result of such loss, liability, claim,
damage or expense in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the statements or
omissions that resulted in such loss, liability, claim, damage or expense
as well as any other relevant equitable considerations. The relative fault
of the indemnifying party and of the indemnified party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the
indemnified party and the parties' relevant intent, knowledge, access to
information, and opportunity to correct or prevent such statement or
omission.
8.5 Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement
entered into in connection with an underwritten public offering are in
conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.
8.6 The obligations of the Company and Holders under this clause 8 shall
survive the completion of any offering of Registrable Securities in a
registration statement under this agreement, and otherwise.
9. ASSIGNMENT OF REGISTRATION RIGHTS
The rights to cause the Company to register Registrable Securities pursuant
to this agreement may not be assigned without the prior written consent of
the Company unless assigned to another Holder hereunder.
10. "MARKET STAND-OFF" AGREEMENT
10.1 Each Holder hereby agrees that, during the period (a) beginning with the
filing of any registration statement by the Company under the Act which
includes Registrable Securities of such Holder and (b) having a duration
not exceeding 90 days from the effective date of such registration
statement, as specified by the Company and/or an underwriter of common
stock or other securities of the Company, it shall not, to the extent
requested by the Company and/or such underwriter, directly or indirectly
sell, offer to sell, contract to sell (including, without limitation, any
short sale), grant any option to purchase or otherwise transfer or dispose
of (other than to donees who agree to be similarly bound) any securities of
the Company held by it at any time during such period except common stock
included in such registration; provided, however, that the Company shall
utilise its reasonable best efforts to ensure that the majority of the
officers and directors of the Company, all ten per cent. security holders,
and all other persons with registration rights granted subsequent to the
date hereof enter into similar agreements.
7
10.2 In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of
each such Holder (and the shares or securities of every other person
subject to the foregoing restriction) until the end of such period, and
each such Holder agrees that, if so requested, such Holder will execute an
agreement in the form provided by the underwriter containing terms which
are essentially consistent with the provisions of this clause 10.
11. TERMINATION OF REGISTRATION RIGHTS
No Holder shall be entitled to exercise any right provided for in this
agreement after such time as Rule 144 or another similar exemption under
the Act is available for the sale of all such Holder's shares during the
immediately subsequent three month period without registration.
12. FUTURE GRANTS OF REGISTRATION RIGHTS
During the period ending one year from the date hereof, so long as the
Holders own Registrable Securities, the Company agrees that it shall not
grant incidental registration rights comparable to those provided for in
clause 2 hereof to any person or entity which are superior in priority to
those granted hereunder to the Holders with respect to the offering size
reduction procedures discussed at Clause 6.1 hereof . In addition, if at
any time after the date hereof, the Company grants demand registration
rights to any person that are exercisable prior to the anniversary date of
this agreement, the Company agrees that it will also grant equivalent
rights to the Holders with respect to the Registrable Securities; provided
that the ability of the Holders to exercise any such rights shall expire on
the anniversary date hereof.
13. MISCELLANEOUS
13.1 Successors and Assigns
Except as otherwise provided herein, the terms and conditions of this
agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this agreement, express
or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this agreement, except as
expressly provided in this agreement.
13.2 Governing Law
This agreement and all acts and transactions pursuant hereto shall be
governed, construed and interpreted in accordance with the laws of the
State of Georgia, without giving effect to principles of conflicts of laws.
13.3 Counterparts
This agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and the same instrument.
8
13.4 Titles and Subtitles
The titles and subtitles used in this agreement are used for convenience
only and are not to be considered in construing or interpreting this
agreement.
13.5 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 thereto and addressed to the
party to be notified at such party's address as set forth below or on
Exhibit "A" hereto or as subsequently notified by written notice.
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.
13.6 Expenses
If any action at law or in equity is necessary to enforce or interpret the
terms of this agreement, the prevailing party shall be entitled to
reasonable attorneys' fees, costs and necessary disbursements in addition
to any other relief which such party may be entitled.
13.7 Amendments and Waivers
Any term of this agreement may be amended and the observance of any term of
this agreement may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent
of the Company and the holders of a majority of the Registrable Securities
then outstanding. Any amendment or waiver effected in accordance with this
clause 13.7 shall be binding upon each holder of any Registrable Securities
then outstanding, each future holder of all such Registrable Securities,
and the Company.
13.8 Severability
If one or more provisions of this agreement is held to be unenforceable
under applicable law, the parties agree to renegotiate such provision in
good faith. In the event that the parties cannot reach a mutually agreeable
and enforceable replacement for such provision, then:
(a) such provision shall be excluded from this agreement;
(b) the balance of this agreement shall be interpreted as if such
provision were so excluded; and
(c) the balance of this agreement shall be enforceable in accordance with
its terms.
9
EXHIBIT A
Vendors Registrable Securities
- ------- ----------------------
The Baron Settlement 128,400
Ki Corporation, Ltd. 661,950
Denor Trust 511,050
Lisdar Limited 21,450
Deborah P. Ferolito 65,850
Normandy Investments Inc 39,750
The Goodman Trust 42,000
Eurona Foundation (a/c PK) 3,750
Eurona Foundation (a/c LM) 8,250
Bordeaux Trust 9,150
Steven Krell 3,750
Staci Krell 150
Carlyle Corporate Services Limited 3,300
Carlyle Corporates Services (CI) Limited 1,200
_______________
Total 1,500,000
EXHIBIT B
Vendor Addresses
Caversham Trustee Limited as trustee of The Baron Settlement,
PO Box 258,
Malzard House,
15 Union Street,
St Helier, Jersey JE4 8TY,
Channel Islands
Ki Corporation, Ltd,
PO Box 183
Thorp House
Rouge Bouillon
St Helier
Jersey JE4 8RH, Channel Islands
Dr Steinbrugger as trustee of the Denor Trust
c/o Vermogensverwaltung
Dr F.W. Hinteregger AG
Blelchersweg 18
CH 8022
Zurich
Switzerland
Lisdar Limited,
PO Box 258,
Malzard House,
15 Union Street,
St Helier, Jersey JE4 8TY,
Channel Islands
Deborah P. Ferolito,
c/o Meridian VAT Reclaim, Inc.
125 West 55 Street
8th Floor
New York, NY 10019
Normandy Investments Inc.,
c/o Heritage Trust Limited
Polygon Hall
PO Box 135
Le Marchant Street
St Peter Port,
Guernsey GY1 4EL,
Channel Islands
Caversham Trustees Limited as trustee of The Goodman Trust,
PO Box 258,
Malzard, House,
15 Union Street,
St Helier, Jersey JE4 8TY,
Channel Islands
Industrie und FinanzKontor as trustee of the Eurona Foundation
(a/c PK),
Postfach 339,
Altenbach 8,
FL 9490
Vaduz
Liechtenstein
Industrie und FinanzKontor as trustee of the Eurona Foundation
(a/c LM),
Postfach 339,
Altenbach 8,
Liechtenstein
Radcliffes Trustee Company SA and Central Independent Trustees
Limited as Trustees of the
Bordeaux Trust
12 Rue de L'Arquebuse,
1204 Geneva,
Switzerland
Steven Krell,
2502 Kinderhook Lane
Colorado Springs
Colorado 80919
USA
Staci Krell,
28 Meadowbrook Road,
Short Hills,
NJ 07078, USA
Carlyle Corporate Services Limited
Meridian House,
202-204 Finchley Road,
London NW3 6BX
Carlyle Corporate Services (CI) Limited
PO Box 258,
Malzard House,
15 Union Street,
St Helier,
Jersey JE4 8TY, Channel Islands
IN WITNESS whereof this agreement has been executed on the date first above
written.
COMPANY:
Signed by THE PROFIT RECOVERY GROUP )
INTERNATIONAL, INC. acting by a duly authorised )
officer )
Duly Authorised Officer
VENDORS:
Signed by CAVERSHAM TRUSTEES LIMITED as trustee )
of THE BARON SETTLEMENT LIMITED acting by a )
director )
)
Director
Signed by WARREN FINANCIAL SERVICES LIMITED as )
trustee of KI CORPORATION, LTD pursuant to a )
power of attorney dated 5 August 1999, WARREN )
FINANCIAL SERVICES LIMITED acting by a director )
)
)
Director
Signed by WARREN FINANCIAL SERVICES LIMITED as )
attorney for DR STEINBRUGGER as trustee of the )
DENOR TRUST pursuant to a power of attorney )
dated 9 July 1999, WARREN FINANCIAL SERVICES )
LIMITED acting by a director )
)
)
Director
Signed by LISDAR LIMITED acting by a director )
)
Director
Signed by WARREN FINANCIAL SERVICES LIMITED as attorney )
for DEBORAH P. FEROLITO pursuant to a power of attorney )
dated 9 July 1999, WARREN FINANCIAL SERVICES LIMITED )
acting by a director )
)
Director
Signed by WARREN FINANCIAL SERVICES LIMITED as )
attorney for NORMANDY INVESTMENTS INC. pursuant )
to a power of attorney dated 9 July 1999, )
WARREN FINANCIAL SERVICES LIMITED acting by a )
director )
)
)
Director
Signed by CAVERSHAM TRUSTEES LIMITED as )
trustees of THE GOODMAN TRUST acting by a )
director )
)
Director
Signed by WARREN 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, WARREN FINANCIAL SERVICES LIMITED acting )
by a director )
)
)
Director
Signed by WARREN 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, WARREN FINANCIAL SERVICES LIMITED acting )
by a director )
)
)
Director
Signed by WARREN 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, WARREN FINANCIAL SERVICES )
LIMITED acting by a director )
)
)
)
Director
Signed by WARREN FINANCIAL SERVICES LIMITED as attorney )
for STEVEN KRELL pursuant to a power of attorney dated )
9 July 1999, WARREN FINANCIAL SERVICES LIMITED acting )
by a director )
)
Director
Signed by WARREN FINANCIAL SERVICES LIMITED as attorney )
for STACI KRELL pursuant to a power of attorney dated 9 )
July 1999, WARREN FINANCIAL SERVICES LIMITED acting by a )
director )
)
)
Director
Signed by CARLYLE CORPORATE SERVICES LIMITED )
acting by a director )
)
Director
Signed by CARLYLE CORPORATE SERVICES (CI) )
LIMITED acting by a director )
)
Director
Signed by WARREN FINANCIAL SERVICES LIMITED as )
attorney for NATHAN KIRSH pursuant to a power )
of attorney dated 5 August 1999, WARREN )
FINANCIAL SERVICES LIMITED acting by a director )
)
)
Director