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EXHIBIT 10.8
FIRST AMENDMENT TO INVESTOR RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO INVESTOR RIGHTS AGREEMENT is made and entered in
as of
March 30, 2006 by and among PRG-Schultz International, Inc., a Georgia
corporation (the
"Company"),
Berkshire
Fund V, Limited Partnership, a
Massachusetts limited
partnership,
Berkshire Investors LLC, a Massachusetts
limited liability
company, and Blum Strategic Partners II, L.P., a Delaware
limited partnership.
WHEREAS, Garth H.
Greimann has resigned as a director of the Company effective
on March 30, 2006; and
WHEREAS, Berkshire
Fund V, Limited
Partnership
and Berkshire Investors LLC
(collectively, "Berkshire") are willing to waive and relinquish (i)
all existing
and future rights pursuant to Section 1 of the Investor
Rights Agreement dated
August 27, 2002 (the "Investor Rights Agreement") between the
Company, Berkshire
and Blum Strategic
Partners II, L.P.
("Blum") to require
the Company to cause
its Board of Directors to designate Ross M. Jones or another
person designated
by Berkshire as a nominee for election to the Company's Board, (ii)
all existing
and future observer
rights of Berkshire
pursuant to Section 3
of the Investor
Rights Agreement,
and (iii) any and all
other existing and
future rights that
Berkshire may have pursuant t
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