PLEDGE AGREEMENT
Between
1. UTG Communications Belgium N.V., with registered office at 2610 Wilrijk
(Antwerpen), Xxxxxxxxxxxx 0, X.X.X. 320.013
represented by Xx. Xxxxx Xxxxx
hereinafter: "the Purchaser"
and:
2. Mr. Luc Van den Bogaert,
Katarinadreef 284, 2970 Schilde
and
Mr. Xxx Van den Bogaert,
Katarinadreef 284, 2970 Schilde
hereinafter: "the Sellerss"
and:
3. U.T.G. COMMUNICATIONS HOLDING AG,
XxxxxxxxxxXx 00,
XX-0000 Xxx
represented by Xx. Xxxxx Xxxxx and Xx. Xxxxx Xxxx
hereinafter: "the Guarantor"
WHEREAS:
1.
The Sellers and the Purchaser have entered into a share purchase agreement on
April 2nd, 1997, with respect to 100% of the shares of Multicom N.V. (the
"Company").
2.
The Purchase Price Balance is payable as follows:
- 25% on 02.05.1997
- 25% on 02.06.1997
3.
It was agreed to pledge U.T.G. Communications International Inc. shares as a
guarantee for the payment of the share Purchase Price Balance
THEREFORE PARTIES HAVE AGREED AS FOLLOWS:
1.
The Purchaser and the Guarantor herewith pledge in favor of the Sellers, in
order to guarantee to the Sellers payment of the Purchase Price Balance, 100,000
shares of U.T.G Communications International Inc., which the Purchaser and the
Guarantor warrant to represent the minimum total value as referred to in Section
11 of the Share Purchase Agreement.
2.
The Purchaser and the Guarantor guarantee that the pledged shares are free of
all liens and encumbrances.
3.
The pledge shall lose its effects upon payment to the Sellers of all amounts due
by the Purchaser and/or the Guarantor in consideration of the Purchase Price
Balance.
This agreement is entered in under the application of Belgian law which will
apply to all disputes arising from this agreement.
4.
Disputes arising from this agreement will be settled before the Antwerp Courts.
5.
Costs for the registration of this agreement will be supported by the Purchaser
and the Guarantor.
3
Thus signed in Antwerp, on April, 2nd 1997, in four counterparts, each of the
parties acknowledging the receipt of his counter part, and the fourth being
destined to registration.
U.T.G. COMMUNICATIONS BELGIUM N.V. for and on behalf s/ Xxxxx X. Xxxxx
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Mr. Luc VAN DEN BOGAERT s/ Luc VAN DEN BOGAERT
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U.T.G. COMMUNICATIONS HOLDING AG for and on behalf s/ Xxxxx X. Xxxxx
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Mr. Xxx VAN DEN BOGAERT s/ Xxx VAN DEN BOGAERT
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