Exhibit 10.4
PLEDGE AND SECURITY AGREEMENT (the "Agreement"), dated as of September
5, 2002, made by Xxxxxxx Xxxxxxx Rey, domiciled at ____________, Buenos Aires,
Argentina (hereinafter referred to as the "Pledgor"), in favor of LoJack
Recovery Systems Business Trust, a Massachusetts business trust, U.S.A.
("LoJack" or the "Pledgee", and together with the Pledgor, the "Parties").
W I T N E S S E T H:
WHEREAS, the execution of this Agreement is a condition precedent for
LoJack to enter into a loan agreement (the "Loan Agreement") with Car Security
S.A. (the "Borrower" or the "Company", indistinctly), pursuant to which LoJack
has established a secured line of credit to a maximum limit of US$1,750,000 in
favor of the Company;;
WHEREAS, in guarantee of the obligations of the Company under the Note
dated October 4, 2001, which reflects interim loans made by LoJack to the
Company, the Pledgor and LoJack entered into a pledge agreement on October 4,
2001 (the "Prior Pledge Agreement"), which shall be replaced and superceded by
this Agreement;
WHEREAS, the Pledgor, as an officer and shareholder of the Borrower,
will benefit from the Advances made by the Lender to the Company under the Loan
Agreement;
WHEREAS, the Pledgor has compromised to guarantee each and all of its
obligations under the Loan Agreement by means of a pledge on the Pledged Stock
(as hereinafter defined) and by means of a Guarantee Agreement (as hereinafter
defined);
WHEREAS, the Pledgor is the legal and beneficial owner of the shares of
Pledged Stock (as hereinafter defined) issued by the Borrower; and
WHEREAS, it is a condition precedent to such extensions of credit by
LoJack that the Pledgor shall have undertaken the obligations contemplated by
this Agreement;
NOW, THEREFORE, in consideration of the premises and to induce LoJack
to make such advances to the Borrower, the Pledgor hereby agrees with the Lender
as follows:
1. Defined Terms. The following terms shall have the following
meanings:
"Agreement" means this Pledge and Security Agreement, as amended,
supplemented or otherwise modified from time to time;
"Actionable Event" shall mean any default in any of the obligations of,
and/or breach of the representations and warranties made by the Pledgor under
the Loan Agreement and/or the Guarantee Agreement dated as of September 5, 2002,
entered into by and between the Pledgor and LoJack or an affiliate of LoJack
(the "Guarantee Agreement"), including any event that causes the acceleration of
the amounts due under the Loan Agreement;
"Pledged Stock" means the shares of capital stock of the Borrower
identified in Exhibit I hereto, together with the stock certificates (the
"Certificates") representing such shares, or stock dividends, options, warrants
or rights of any nature whatsoever, including amounts received due to capital
reductions, that may be received or receivable by or otherwise distributed to
the Pledgor in respect of or in exchange for any or all of such shares while
this Agreement is in effect. The term "Pledged Stock" shall also include any
shares as may be issued to the Pledgor by the Company on account of capital
increases, whether resulting from distributions paid in the form of shares,
capitalization of the capital adjustments account, reserves or accruals, or book
appraisal revaluation, as well as from the capitalization of irrevocable
contributions made on account of future capital subscriptions or contributions
of any other nature whatsoever, which interests are to be held by Pledgor.
Pledgor shall do and perform all acts and take all action necessary for the
Company to acknowledge the pledge on new shares referred to above, and do all
such further acts as may prove necessary to perfect the pledge in such
newly-issued shares.
2. Pledge and Security Interest. (a) As collateral for the full and
timely compliance of any and all of Pledgor's obligations under the Loan
Agreement and the Guarantee Agreement, including, without limitation, payment
and/or reimbursement of principal, payment of interest due, default interest,
disbursements, consultants' and attorneys' fees due and payable and all other
additional charges and amounts owed by the Company to the Pledgee (the "Secured
Obligations"), the Pledgor hereby grants to LoJack a pledge of, first lien on
and security interest in, the Pledged Stock (the "Pledge").
(b) Pursuant to Section 3217 of the Argentine Civil Code, the Secured
Obligations amount to an estimated US$ 1,750,000 (U.S. dollars One Million Seven
Hundred Fifty Thousand) on account of principal, plus any compensatory and late
interest and any other additional charges and/or any other amount of money
payable by the Pledgor and/or the Company to the Pledgee under the Loan
Agreement and the Guarantee Agreement as well as all other obligations of
undetermined and/or contingent value accrued thereunder.
(c) The Pledge shall be perfected on the date of this Agreement, by:
(i) providing notice thereof to the President of the Board of the
Company on the terms contemplated in Exhibit II hereto;
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(ii) the annotation in the Stock Registry Book of the Company of the
Pledge on the Pledged Stock; and
(iii) delivery of the Certificates by the Pledgor to LoJack, with a
legend, on the reverse of each Certificate, stating that the Pledged
Stock is pledged and encumbered pursuant to the terms of this
Agreement.
3. Representations and Warranties. The Pledgor represents and warrants
to LoJack that:
(a) The Pledged Stock of the Company listed on Exhibit I hereto, together
with any additional shares of stock delivered by the Pledgor to LoJack in
accordance with this Agreement, constitute 18% of the total issued and
outstanding shares of the Company, and the Pledged Stock is owned solely by the
Pledgor;
(b) All the Pledged Stock has been duly authorized and validly issued and
is fully paid and nonassessable;
(c) The Pledgor is the record and beneficial owner of, and has good title
to, the Pledged Stock listed on Exhibit I hereto, free of any and all liens or
options in favor of, or claims of, any other person, except the lien and
security interests created by this Agreement and by the Prior Pledge Agreement;
(d) This Agreement is the legal and binding agreement of the Pledgor,
enforceable against the Pledgor in accordance with its terms; and
(e) The execution, delivery and performance of this Agreement have been
duly and validly authorized by all necessary action on the part of the Pledgor.
No authorizations, approvals or consents of, and no filings or registrations
with, any governmental authority are necessary for the execution, delivery or
performance by the Pledgor of this Agreement, or for the validity or
enforceability of this Agreement.
(f) There is (i) no provision of any law, statute, regulation, rule, order,
injunction, decree, writ or judgment binding upon Pledgor or its properties,
(ii) no provision of the by-laws, contrato social or other governing and
constitutive documents of the Company, as applicable or (iii) no provision of
any mortgage, indenture, contract or other agreement binding on the Pledgor
and/or the Company or affecting their properties, that would prohibit, conflict
with or in any way prevent its execution, delivery or performance of its
obligations under this Agreement.
4. Voting Rights. (a) Except in the cases described in Section 4.(d)
below, the Pledgor shall be permitted to exercise all voting and corporate
rights with respect to the Pledged Stock; provided, however, that no vote shall
be cast or corporate right exercised or other action taken which may result in
any violation of any provision of this Agreement or the Guarantee Agreement.
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(b) In order to enable the Pledgor to exercise its rights arising out
of, or resulting from, the ownership of the Pledged Stock as contemplated in
paragraph 4(a), upon request of the Pledgor, LoJack shall take such action as
may be reasonable to such effect; provided, however, that LoJack shall not be
required to take any action that would affect or have a reasonable likelihood of
affecting the Pledge.
(c) The Pledgor acknowledges and accepts that any dividends and/or
return of capital paid on the Pledged Stock shall be subject to the pledge
granted hereunder, and will be used to prepay any and all amounts due under the
Loan Agreement, and therefore hereby irrevocably instructs the Company to pay
directly to LoJack or its successor or assignee, any such dividends and/or
returns until the amounts due under the Loan Agreement (including principal,
interest and any amounts due thereunder and/or under the Guarantee Agreement)
have been paid in full.
(d) Upon the occurrence of an Actionable Event, the Pledgee shall be
entitled, at its sole election, to exercise all voting rights corresponding to
the Pledged Stock. For such purpose, Pledgor shall (i) provide the Pledgee with
all documents necessary to exercise the abovementioned rights, and (ii) hereby
grants an irrevocable power of attorney to the Pledgee as provided for in
Section 8 hereof.
5. Pledgor's Covenants. At its own expense and until the Secured
Obligations are fully discharged, Pledgor hereby undertakes as follows:
(a) To give the Pledgor 10 (ten) day prior notice of any call for a Company
shareholders' and/or board of directors' meeting and subscribe, fully pay in and
give the Pledgor, within three (3) days of issuance, all certificates evidencing
new shares issued by the Company which are subject to the Pledge granted hereby.
Should the Pledgor fail to perform a share subscription obligation, Pledgor
shall notify the Pledgee of such circumstance by means of the abovementioned
notice, in order to enable the Pledgee, to exercise such rights in the name and
on behalf of the Pledgor.;
(b) Not to convey, assign, transfer or otherwise dispose by any cause or
title of the Pledged Stock;
(c) Not to grant further property rights in, pledges, liens and/or encumber
the Pledged Stock or otherwise affect them to restrictions or charge them in any
manner without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by it or by such
other person as the Pledgee may appoint for perfection of the Pledge granted
hereby, and do and perform such other acts as may prove necessary to maintain
the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively
affect any of the rights granted to the Pledgee hereunder, including, without
limitation, any action
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or omission that may result in the Pledgor's interest participation decreasing
to less than 80% (eighty per cent) of the capital of and voting rights in the
Company;
(f) Should Pledgor vote for or take any other action to obtain an increase
in the capital of the Company, Pledgor shall subscribe and pay in such number of
shares as may be appropriate in proportion to its respective interest
participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions
aimed at effecting a merger, spin-off, dissolution or liquidation of the Company
or an increase of its capital, issuance of new shares or exchange of existing
ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of
distributions or dividends of the Company without the prior written consent of
the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive
orders, ordinances and regulations applicable to it and to obtain and maintain
in full force and effect all permits, licenses, certificates, and authorizations
necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive
documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or
otherwise restrict the voting rights of the Pledged Stock, without the prior
written consent of the Pledgee.
6. Remedies. (a) In the event that an Actionable Event occurs,
LoJack at its sole option shall be entitled to sell any or all of the Pledged
Stock either:
(i) through a public sale;
(ii) through one or more private sales to one or more third parties;
or
(iii) by means of an auction pursuant to Section 585 of the Argentine
Commercial Code.
(b) The Pledgor hereby releases LoJack from any claims, causes of action
and demands at any time arising out of or with respect to this Agreement, the
Pledged Stock and and/or any actions taken or omitted to be taken by LoJack with
respect thereto and the Pledgor hereby agrees to hold LoJack harmless from and
with respect to any and all such claims, causes of action and demands, except in
the case any gross negligence or willful misconduct on the part of LoJack. If
any notice of a proposed sale or other disposition of the Pledged Stock shall be
required by law, such notice shall be deemed reasonable and proper if given at
least 10 days before such sale or other disposition.
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(c) The Pledgor recognizes that LoJack may be unable to effect a public
sale of any or all the Pledged Stock, by reason of certain prohibitions
contained in any applicable securities laws and regulations, and may be
compelled to resort to one or more private sales thereof to a restricted group
of purchasers which will be obliged to agree, among other things, to acquire
such securities for their own account for investment and not with a view to the
distribution or resale thereof. The Pledgor acknowledges and agrees that any
such private sale may result in prices and other terms less favorable than if
such sale were a public sale and, notwithstanding such circumstances, agrees
that any such private sale shall be deemed to have been made in a commercially
reasonable manner. LoJack shall be under no obligation to delay a sale of any of
the Pledged Stock for the period of time necessary to permit the Company to
register such securities for public sale under any securities laws and
regulations, even if the Company would agree to do so.
(d) The Pledgor further agrees to use its best efforts to do or cause to be
done all such other acts as may be necessary to expedite such sale or sales of
all or any portion of the Pledged Stock, and to make such sale or sales,
pursuant to this Section 6 valid and binding and in compliance with any and all
other applicable requirements of law.
(e) The proceeds of the sale of the Pledged Stock shall be applied to pay
(i) all the expenses, costs, fees and/or taxes payable related to the sale of
the Pledged Stock, and (ii) directly to the Pledgee all Secured Obligations due
to Pledgee pursuant to the Loan Agreement and the Guarantee Agreement;
(f) In the event that the amounts received by the Pledgee as a result of
the sale of the Pledged Stock are paid in Argentine currency, and as a result of
statutory or force majeure restrictions, these may not be converted into U.S.
dollars and/or transferred to the place of payment set forth in Loan Agreement,
the Pledgee shall either invest all amounts so received in deposits in U.S.
dollars with a world-class entity of its choice operating in the city of Buenos
Aires, or invest such amounts in government securities denominated in foreign
currency, unless the Pledgee decides to carry out other financial transactions.
All such transactions as well as all gains or losses resulting therefrom shall
be recorded and credited to or debited from a special account to be opened by
the Pledgee for such purposes. Once restrictions on the transfer of currency
abroad are eliminated, or if the abovementioned securities may be converted into
or sold for U.S. dollars, whether in Argentina or on any foreign market, the
Pledgee shall make the appropriate transactions to transfer the proceeds thereof
to the place of payment set forth in the Loan Agreement. The Pledgor shall be
solely liable for any loss, expense or any other charge resulting from the
transactions detailed above. Furthermore, the Pledgor undertakes to hold the
Pledgee harmless from any damage, loss, expense or liability it may incur as a
result of or in connection with the abovementioned financial transactions. Any
and all amounts received by the Pledgee in Argentine currency shall not
discharge any obligation until converted into U.S. dollars and effectively
received by the Pledgee at the place of payment set forth in the Loan Agreement.
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(g) Should the Pledgee acquire the Pledged Stock at the auction provided
for in this Section, and once deduction of all appropriate expenses and taxes
has been effected, the net price obtained shall be offset up to an amount equal
to the total amount (including interest, expenses, commissions and all other
additional charges payable) due under the Loan Agreement and the Guarantee
Agreement. Should the auction price be payable in Argentine currency and the
respective Secured Obligation be payable in U.S. Dollars, for offset purposes it
shall be considered the effective exchange rate at which the Pledgee may obtain
currency on the exchange market for transfer to the place of payment set forth
in the Loan Agreement. Otherwise, should this be illegal or not possible, an
exchange rate equal to the implied rate resulting from the acquisition of Global
Bonds of the Argentine Republic of any series selected by the Pledgee for a
price in Argentine currency and their subsequent sale for U.S. dollars, whether
in Argentina or abroad shall be applied. To such end, the Pledgee may use, for
reference purposes, the rates published by financial newspapers or the exchange
rate quoted by any world-class commercial bank.
(h) Upon offset or payment as provided for in this Section 6, should any
Secured Obligations remain unpaid under the Loan Agreement or the Guarantee
Agreement, such allocation of funds shall not amount to or be deemed to
constitute a novation, amendment, replacement, modification and/or discharge of
any of such Secured Obligations and, accordingly, the Pledgor and the Company
shall remain liable to the Pledgee for full and timely performance and payment
of such Secured Obligations, with all their assets;
(i) In the event that, after foreclosure on the Pledge and discharge of the
Secured Obligations, there is a remaining balance, such balance shall be
returned to the Pledgor by depositing the appropriate amount at such account as
Pledgor shall indicate in writing to the Pledgee;
(j) In the event of judicial sale of the Pledged Stock, Pledgor hereby
waives his right to raise any defenses (including the right to disqualify the
acting court without cause), except for the defense of full or partial payment
duly evidenced by a document executed or issued by the Pledgee, as well as their
right to object to the Pledgee's standing to demand foreclosure on this pledge,
notwithstanding the assertion of rights in subsequent court proceedings.
Furthermore, the Pledgor expressly, irrevocably and to the fullest extent
permitted by law, waives his right to demand that an amount be deposited due to
lack of debtors' property in Argentina, as provided for in Section 348 of the
Argentine Code of Civil and Commercial Procedure, as well as any similar
defense;
(k) In addition, the Pledgee may, at its sole option and pursuant to the
terms of Section 3223 of the Civil Code, become the owner of the Pledged Stock
for the total amount due under the Secured Obligations. In this case, the
Pledged Stock will be appraised on the date the outstanding Secured Obligations
become due and payable, at the value reasonably determined by the expert
appointed for that purpose by the Pledgee from any of the following firms:
Xxxxxx & Xxxxx, PriceWaterhouseCoopers, MBA
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Banco de Inversiones or Xxxxxxx Sachs Argentina LLC, or their successors
entities, being all costs and expenses incurred in the appraisal at the
Pledgor's entire cost and expense.
(l) Pledgor hereby represents and warrants as follows:
(i) it is fully aware of the fact that, as of the date hereof, the value of
the Preferred Stock might exceed the total liability existing as a
result of the Secured Obligations;
(ii) it is fully aware of the fact that, in the event of court or private
foreclosure on this pledge, the value of the Pledged Stock might exceed
the bidding base at the auction to be performed and the proceeds
thereof;
(iii) the Pledge on the Pledged Stock is constituted to induce LoJack to
enter into the Loan Agreement with the Company; and
(iv) in view of the foregoing and in the event of court or private
foreclosure on the Pledge, the Pledgor hereby expressly waives its
right to file any claims or complaints against the Pledgee or third
parties, whether directly or indirectly based on the fact that the
auction resulted in the sale of the Pledged Stock below their real
value or such price as the Pledgor or any third party may deem to be
the market value thereof.
(m) Notwithstanding any contrary provision herein, the Pledgee shall be
expressly empowered to request court foreclosure on the pledge and to determine
whether court or private foreclosure shall be carried out, either in Argentina
or abroad.
7. Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
8. Attorney-in-Fact. Irrevocable Power of Attorney. Pledgor hereby
grants an irrevocable special power of attorney to LoJack or such other person
as the latter may appoint, to do the following acts in the name and on behalf of
Pledgor:
(a) Should it deem it convenient in order to protect its claim, subscribe
and pay in the appropriate number of shares for the capital contributions
referred to in the definition of the term "Pledged Stock" and such number of
shares as may be necessary to maintain the same percentage of capital and voting
rights as pledged collateral. Shares so acquired shall become Pledged Stock
under the Pledge granted hereby; Pledgor shall, in all cases and at the sole
requirement of LoJack, effect a prompt reimbursement of the principal paid out
by Pledgee on such account plus any interest accruing from the date of payment
by Pledgee until the date of effective reimbursement
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by Pledgor. To such end, all amounts disbursed by Pledgee shall be translated
into U.S. dollars and become a part of the principal secured by the Pledge;
accordingly, for the purposes of this Agreement, they shall constitute Secured
Obligations;
(b) Receive from the Company any distributions or dividends paid in the
form of shares to be made subject to the Pledge, as well as all other shares
that may be issued on any other account or for any other reason and which are to
be covered by this Pledge pursuant to the terms hereof;
(c) In the event contemplated in Section 4(d) hereof, exercise all voting
rights carried by the Pledged Stock;
(d) Transfer Pledged Stock to any person acquiring such interests by means
of an auction conducted as provided for herein;
(e) Receive by way of subrogation, in the event of redemption of shares,
consolidation, spin-off, merger, capital reduction or winding up,
reorganization, transformation and liquidation of the Company, the shares to
which the Pledgor may be entitled in exchange for the Pledged Stock (which shall
become Pledged Stock hereunder) or, if applicable, the proceeds from the
redemption, reduction or winding up as well as any monies or property to be
received in the future as a result of the winding up and/or transfer of all or
part of the Pledged Stock and/or for any other reason or on any other account
having a similar effect.
(f) Do and perform all such acts and execute all such public and private
documents as may be necessary or convenient for the better fulfillment of this
power of attorney.
In order to formalize this irrevocable power of attorney, Pledgor hereby agrees
to have such document notarized. For the purpose of complying with the
provisions of Section 1977 of the Argentine Civil Code, it is hereby expressly
agreed that the irrevocable power of attorney shall remain in full force and
effect until full termination of the Pledge on Pledged Stock granted hereby.
This power of attorney may be fully or partially substituted by the Pledgee.
9. Paragraph Headings. The paragraph headings used in this Agreement
are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.
10. No Waiver; Cumulative Remedies. No failure to exercise, nor any
delay in exercising, on the part of LoJack, any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise of
any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. A
waiver by LoJack, which shall only be valid if given in writing, of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which LoJack would otherwise have on any future occasion. The
rights and remedies herein provided are cumulative, may be exercised
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singly or concurrently and are not exclusive of any other rights or remedies
provided by law.
11. Waivers and Amendments; Successors and Assigns. None of the terms
of this Agreement may be amended, supplemented or otherwise modified except by a
written instrument executed by the Pledgor and LoJack. This Agreement shall be
binding upon the successors and assigns of the Pledgor and shall inure to the
benefit of LoJack and its respective successors and assigns. The Parties
acknowledge and accept that the Pledgee shall be entitled to assign this
Agreement to affiliate thereof or any third party, without the need of any
consent from the Pledgor, and therefore any such assignment shall in on way
affect the validity or enforceability of this Agreement.
12. Governing Law. Jurisdiction. This Agreement shall be governed by,
and construed and interpreted in accordance with, the laws of the Republic of
Argentina. The Parties hereby submit themselves to the jurisdiction of the
Commercial Courts of the City of Buenos Aires (Tribunales Ordinarios en lo
Comercial de la Ciudad de Buenos Aires) for the purposes hereof, provided,
however, that none of the provisions of this Section 12 shall prevent Pledgee's
full exercise of the rights granted to it under Section 6 hereof in relation to
the private foreclosure of the pledge.
13. Notices. Notices by LoJack to the Pledgor and the Company shall be
given in accordance with applicable law and, if by mail or by facsimile
transmission to the Pledgor, addressed or transmitted to the address or
transmission number set forth under its signature below, and if to the Company,
addressed or transmitted to the address or transmission number set forth under
its signature on the Acknowledgment and Consent below, and shall in both cases
be effective (a) in the case of mail or hand delivery, upon receipt, and (b) in
the case of facsimile notices, when sent.
14. Irrevocable Authorization and Instruction to Company. The Pledgor
hereby authorizes and instructs the Company to comply with any instruction
received by it from LoJack in writing that (a) states that a notice of an
Actionable Event has been given and is outstanding and (b) is otherwise in
accordance with the terms of this Agreement, without any other or further
instructions from the Pledgor, and the Pledgor agrees that the Company shall be
fully protected in so complying.
15. No Partial Release. Unseverability of Pledge. Pursuant to Section
3235 of the Argentine Civil Code, under no circumstances may the Pledgor
request, perform or attempt to request or perform a partial release of the
Pledged Stock.
16. Termination. This Agreement shall terminate on the date on which
the amounts due under the Loan Agreement have been paid in full and all the
Secured Obligations are discharged at the Pledgee's entire satisfaction.
17. Spouses Consent. The spouse of the Pledgor executes this Agreement
expressly granting her consent, as required by Section 1277 of the Argentine
Civil
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Code, to the pledge of the Pledged Stock, to all other share transfers that may
occur as a result of the foreclosure of the Pledge.
18. Prior Pledge Agreement. This Agreement replaces and supercedes the
Prior Pledge Agreement.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly
executed and delivered as of the date first above written.
/s/ Xxxxxx Xxxxx
-----------------
LoJack Recovery Systems Business Trust
Address for Notices: Westwood Executive Center,
000 Xxxxxx Xxxxx Xxxx
Xxxxx 0000
Xxxxxxxx, XX 00000
United States of America.
Facsimile for Notices: 000 000-0000
/s/ Xxxxxxx Xxxxxxx Rey
----------------------- --------------------------
Xxxxxxx Xxxxxxx Rey Spouse
By:
Title:
Address for Notices:
Facsimile for Notices:
ACKNOWLEDGMENT AND CONSENT
The undersigned, being the Company referred to in the foregoing Agreement,
hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and
to comply with the terms thereof insofar as such terms are applicable to it. The
undersigned agrees that the terms of paragraph 14 of the Agreement shall apply
to it, with respect to all actions that may be required of it under or pursuant
to or arising out of the Agreement.
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/s/ Xxxxxx Xxxxxxxxx
--------------------
Car Security S.A.
By: Xxxxxx X. Xxxxxxxxx
Title: President
Address for Notices: Xx. Xxx Xxxxxxxxxx 0000 1(0)
Facsimile for Notices:
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Exhibit I
Description of Pledged Stock
All shares of Car Security S.A. held by Pledgor, more particularly described as
follows:
Stock Certificate Number Number of Shares
------------------------ ----------------
Exhibit II
Form of Notice of Pledge
Messrs.
Car Security S.A.
Xxxxxxx xxx Xxxxxxxxxx 0000
(0000) Xxxxxx Xxxxx
Xxxxxxxxx
Dear Sirs,
You are hereby instructed to duly register and take notice of the creation
of a first priority pledge in __________ ordinary registered certificated
outstanding shares of Car Security S.A. (the "Company"), representing __% of the
outstanding voting issued share capital of the Company that are owned by (the
"Shares") the undersigned, in favor of LoJack Corporation ("LoJack") under the
Pledge and Security Agreement dated as of ___________ between LoJack and
Pledgor. You are hereby further instructed not to register any sale, transfer or
disposition of, nor lien on, the Shares, unless so instructed by, or consented
by, LoJack. This notice and instructions are delivered to the Company as
provided in, and in accordance with, Section 215 of Argentine Law No. 19,550, as
amended.
________________
Xxxxxxx Xxxxxxx Rey
By:
Title:
