Exhibit 10.19
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PLEDGE AGREEMENT
PLEDGE AGREEMENT dated as of May 21, 1998 between LIONBRIDGE
TECHNOLOGIES HOLDINGS B.V., a Netherlands company with limited liability (the
"COMPANY") and SILICON VALLEY BANK (the "BANK").
W I T N E S S E T H :
WHEREAS, pursuant to the Loan Agreement dated as of September
26, 1997 among Lionbridge Technologies Holdings B.V. and Lionbridge Technologies
B.V., each a Netherlands company with limited liability (together, the
"BORROWERS") and the Bank (the "ORIGINAL LOAN AGREEMENT"), the Bank agreed,
subject to the terms and conditions thereof, to make credit extensions to the
Borrowers to be evidenced by their promissory note payable to the order of the
Bank, also dated September 26, 1997 (the " ORIGINAL NOTE");
WHEREAS, the Borrowers wish to enter into a Loan Document
Modification Agreement of even date amending the Original Loan Agreement (the
Original Loan Agreement as so amended, and as the same may hereafter be further
amended, modified, supplemented, extended or restated from time to time, the
"LOAN AGREEMENT") pursuant to which they will issue to the Bank an Amended and
Restated Note of even date herewith in the original principal amount of
$8,000,000 (as the same may hereafter be amended, modified, increased,
supplemented, extended or restated from time to time, the "NOTE");
WHEREAS, the Company is the legal and beneficial owner of the
shares of Pledged Stock (as hereinafter defined) issued by Lionbridge
Technologies France, a French limited liability company (the "ISSUER");
WHEREAS, in order to induce the Bank to enter into the Loan
Document Modification Agreement, the Company has agreed to grant a continuing
security interest in and to the Collateral (which is hereafter defined and which
includes the Pledged Stock) to secure obligations under the Loan Agreement,
including, without limitation, obligations under the promissory note by the
Borrowers to the Bank issued pursuant to the Loan Agreement;
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. Terms defined in the Loan Agreement and not
otherwise defined herein (including, without limitation, the terms "Event of
Default", "Governmental Authority", "Lien" and "Loan Documents") have, as used
herein, the respective meanings provided for therein. The following additional
terms, as used herein, have the following respective meanings:
"COLLATERAL" means the Pledged Stock and all Proceeds.
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"PLEDGE AGREEMENT" means this Pledge Agreement, as amended,
supplemented or otherwise modified from time to time.
"PLEDGED STOCK" means 1,920 shares of capital stock of the
Issuer, together with all stock certificates, options or rights of any
nature whatsoever which may be issued or granted by the Issuer to the
Company in respect of the Pledged Stock while this Pledge Agreement is
in effect.
"PROCEEDS" means all "proceeds" as such term is defined in
Section 9-306 of the UCC and, in any event, shall include, without
limitation, all dividends or other income from the Pledged Stock,
collections thereon or distributions with respect thereto.
"SECURED OBLIGATIONS" means all obligations of the Borrowers
to the Bank, whether such obligations are now existing or hereafter
incurred or created, joint or several, direct or indirect, absolute or
contingent, due or to become due, matured or unmatured, liquidated or
unliquidated, arising by contract, operation of law or otherwise,
including, without limitation, (a) all principal of and interest
(including, without limitation, any interest which accrues after the
commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency or reorganization of the Borrowers) on any
advance to the Borrowers under the Loan Agreement or the Note; (b) all
other amounts (including, without limitation, any fees or expenses)
payable by the Borrowers under the Loan Agreement, the Note or any
other Loan Document; (c) all amounts payable to the Bank in connection
with the issuance of any letter of credit by the Bank for the account
of the Borrowers or any drawing thereunder, including without
limitation, any reimbursement obligation and letter of credit fees
payable under any letter of credit application or reimbursement
agreement executed by the Borrowers in connection with any such letter
of credit; (d) all amounts payable by the Borrowers hereunder; and (e)
any renewals, refinancings or extensions of any of the foregoing.
"UCC" means the Uniform Commercial Code as in effect on the
date hereof in The Commonwealth of Massachusetts.
2. PLEDGE; GRANT OF SECURITY INTEREST. The Company hereby
pledges the Pledged Stock in favor of the Bank and hereby grants to the Bank a
first ranking security interest in the Collateral, as collateral security for
the prompt and complete payment and performance when due (whether at stated
maturity, by acceleration or otherwise) of the Secured Obligations.
3. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants that:
a. the Company has the corporate power and authority and the
legal right to execute and deliver, to perform its obligations under,
and to grant the Lien on the Collateral pursuant to, this Pledge
Agreement and has taken all necessary corporate action to authorize its
execution, delivery and performance of, and grant of the Lien on the
Collateral pursuant to, this Pledge Agreement;
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b. this Pledge Agreement constitutes a legal, valid and
binding obligation of the Company enforceable in accordance with its
terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally;
c. the execution, delivery and performance of this Pledge
Agreement will not violate any provision of any Requirement of Law or
Contractual Obligation of the Company and will not result in the
creation or imposition of any Lien on any of the properties or revenues
of the Company pursuant to any Requirement of Law or Contractual
Obligation of the Company, except as contemplated hereby;
d. no consent or authorization of, filing with, or other act
by or in respect of, any arbitrator or Governmental Authority and no
consent of any other Person (including, without limitation, any
stockholder or creditor of the Company or the Issuer), is required in
connection with the execution, delivery, performance, validity or
enforceability of this Pledge Agreement;
e. no litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of
the Company, threatened by or against the Company or against any of its
properties or revenues with respect to this Pledge Agreement or any of
the transactions contemplated hereby;
f. the shares of Pledged Stock constitute 60% of the issued
and outstanding shares of the capital stock of the Issuer;
g. all the shares of the Pledged Stock have been duly and
validly issued and are fully paid and nonassessable;
h. the Company is the record and beneficial owner of, and has
good and marketable title to, the Pledged Stock, free of any and all
Liens or options in favor of, or claims of, any other Person, except
the Lien created by this Pledge Agreement; and
i. upon signature of the Pledge Agreement and completion of
the acts described in Article 19 hereof, the Lien granted pursuant to
this Pledge Agreement will constitute a valid, perfected first priority
Lien on the Collateral, enforceable as such against all creditors of
the Company and any Persons purporting to purchase any Collateral from
the Company.
4. COVENANTS. The Company covenants and agrees with the Bank
that, from and after the date of this Pledge Agreement until the Secured
Obligations are paid in full and the Commitment is terminated:
a. The Company expressly agrees that if it shall, as a result
of its ownership of the Pledged Stock, become entitled to receive or
shall receive any stock (including, without limitation, any stock
dividend or distribution in connection with any reclassification,
increase or reduction of capital or any stock issued in connection with
any
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reorganization), option or rights, whether in addition to, in
substitution of, as a conversion of, or in exchange for any shares of
the Pledged Stock, or otherwise in respect thereof, all such stock,
options and rights shall automatically fall within the scope of this
Pledged Agreement. The Company further agrees to take any and all
steps requested by the Bank in order to perfect such extension or
modification of the pledge. Any sums paid upon or in respect of the
Pledged Stock upon the liquidation or dissolution of the Issuer shall
be paid over to the Bank to be held by it hereunder as additional
collateral security for the Secured Obligations, and in case
any distribution of capital shall be made on or in respect of the
Pledged Stock or any property shall be distributed upon or with respect
to the Pledged Stock pursuant to the recapitalization or
reclassification of the capital of the Issuer or pursuant to the
reorganization thereof, the property so distributed shall be delivered
to the Bank to be held by it, subject to the terms hereof, as
additional collateral security for the Secured Obligations. If any sums
of money or property so paid or distributed in respect of the Pledged
Stock shall be received by the Company, the Company shall, until such
money or property is paid or delivered to the Bank, hold such money or
property in trust for the Bank, segregated from other funds of the
Company, as additional collateral security for the Secured Obligations.
b. Without the prior written consent of the Bank, the Company
will not (i) vote to enable, or take any other action to permit, the
Issuer to issue any stock or other equity securities of any nature or
to issue any other securities convertible into or granting the right to
purchase or exchange for any stock or other equity securities of the
Issuer, or (ii) sell, assign, transfer, exchange or otherwise dispose
of, or grant any option with respect to, the Collateral, or (iii)
create, incur or permit to exist any Lien or option in favor of, or any
claim of any Person with respect to, any of the Collateral, or any
interest therein, except for the Lien provided for by this Pledge
Agreement. The Company will defend the right, title and interest of the
Bank in and to the Collateral against the claims and demands of all
Persons whomsoever.
c. At any time and from time to time, upon the written request
of the Bank, and at the sole expense of the Company, the Company will
promptly and duly execute and deliver such further instruments and
documents and take such further actions as the Bank may reasonably
request for the purposes of obtaining or preserving the full benefits
of this Pledge Agreement and of the rights and powers herein granted.
If any amount payable under or in connection with any of the Collateral
shall be or become evidenced by any promissory note, other instrument
or chattel paper, such note, instrument or chattel paper shall be
immediately delivered to the Bank, duly endorsed in a manner
satisfactory to the Bank, to be held as Collateral pursuant to this
Pledge Agreement.
d. The Company agrees to pay, and to save the Bank harmless
from, any and all liabilities with respect to, or resulting from any
delay in paying, any and all stamp, excise, sales or other taxes which
may be payable or determined to be payable with respect to any of the
Collateral or in connection with any of the transactions contemplated
by this Pledge Agreement.
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5. CASH DIVIDENDS; VOTING RIGHTS. Unless an Event of Default
shall have occurred and be continuing and the Bank shall have given notice to
the Company of the Bank's intent to exercise its corresponding rights pursuant
to PARAGRAPH 6 below, the Company shall be permitted to receive all cash
dividends paid in the normal course of business of the Issuer and consistent
with past practice, to the extent permitted in the Loan Agreement, in respect of
the Pledged Stock and 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, in the Bank's reasonable judgment,
would impair the Collateral or which would be inconsistent with or result in any
violation of any provision of this Pledge Agreement, the Loan Agreement, the
Note or any other Loan Document.
6. RIGHTS OF THE BANK. If an Event of Default shall occur and
be continuing and the Bank shall give notice of its intent to exercise such
rights to the Company: (i) the Bank shall have the right to receive any and all
cash dividends paid in respect of the Pledged Stock and make application thereof
to the Secured Obligations in such order as it may determine, and (ii) all
shares of the Pledged Stock shall be registered in the name of the Bank or its
nominee, and the Bank or its nominee may thereafter exercise (A) all voting,
corporate and other rights pertaining to such shares of the Pledged Stock at any
meeting of shareholders of the Issuer or otherwise and (B) any and all rights of
conversion, exchange, subscription and any other rights, privileges or options
pertaining to such shares of the Pledged Stock as if it were the absolute owner
thereof (including, without limitation, the right to exchange at its discretion
any and all of the Pledged Stock upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate structure of the
Issuer, or upon the exercise by the Company or the Bank of any right, privilege
or option pertaining to such shares of the Pledged Stock, and in connection
therewith, the right to deposit and deliver any and all of the Pledged Stock
with any committee, depositary, transfer agent, registrar or other designated
agency upon such terms and conditions as it may determine), all without
liability except to account for property actually received by it, but the Bank
shall have no duty to exercise any such right, privilege or option and shall not
be responsible for any failure to do so or delay in so doing.
a. The rights of the Bank hereunder shall not be conditioned
or contingent upon the pursuit by the Bank of any right or remedy
against the Issuer or against any other Person which may be or become
liable in respect of all or any part of the Secured Obligations or
against any other collateral security therefor, guarantee thereof or
right of offset with respect thereto. The Bank shall not be liable for
any failure to demand, collect or realize upon all or any part of the
Collateral or for any delay in doing so, nor shall it be under any
obligation to sell or otherwise dispose of any Collateral upon the
request of the Company or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof.
7. REMEDIES. If an Event of Default shall occur and be
continuing, the Bank may exercise, in addition to all other rights and remedies
granted in this Pledge Agreement and in any other instrument or agreement
securing, evidencing or relating to the Secured Obligations, all rights and
remedies of a secured party under the UCC. Without limiting the generality of
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the foregoing, the Bank, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon the Company, the Issuer or any
other Person (all and each of which demands, defenses, advertisements and
notices are hereby waived), may in such circumstances forthwith collect,
receive, appropriate and realize upon the Collateral, or any part thereof,
and/or may forthwith sell, assign, give option or options to purchase or
otherwise dispose of and deliver the Collateral or any part thereof (or contract
to do any of the foregoing), in one or more parcels at public or private sale or
sales, in the over-the-counter market, at any exchange, broker's board or office
of the Bank or elsewhere upon such terms and conditions as it may deem advisable
and at such prices as it may deem best, for cash or on credit or for future
delivery without assumption of any credit risk. The Bank shall have the right
upon any such public sale or sales, and to the extent permitted by law, upon any
such private sale or sales, to purchase the whole or any part of the Collateral
so sold, free of any right or equity of redemption in the Company, which right
or equity is hereby waived or released. The Bank shall apply any Proceeds from
time to time held by it and the net proceeds of any such collection, recovery,
receipt, appropriation, realization or sale, after deducting all reasonable
costs and expenses of every kind incurred therein or incidental to the care or
safekeeping of any of the Collateral or in any way relating to the Collateral or
the rights of the Bank hereunder, including, without limitation, reasonable
attorneys' fees and disbursements, to the payment in whole or in part of the
Secured Obligations, in such order as the Bank may elect, and only after such
application and after the payment by the Bank of any other amount required by
any provision of law, including, without limitation, Section 9-504(1)(c) of the
UCC, need the Bank account for the surplus, if any, to the Company. To the
extent permitted by applicable law, the Company waives all claims, damages and
demands it may acquire against the Bank arising out of the exercise by the Bank
of any of its rights hereunder. If any notice of a proposed sale or other
disposition of Collateral 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. The Company shall remain liable for any deficiency if the proceeds
of any sale or other disposition of Collateral are insufficient to pay the
Secured Obligations and the fees and disbursements of any attorneys employed by
the Bank to collect such deficiency. The Company further waives and agrees not
to assert any rights or privileges which it may acquire under Section 9-112 of
the UCC.
8. PRIVATE SALES.
a. The Company recognizes that the Bank may be unable to
effect a public sale of any or all the Pledged Stock, by reason of
certain prohibitions contained in the Securities Act and applicable
state securities laws or otherwise, 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 Company acknowledges and agrees
that any such private sale may result in prices and other terms less
favorable to the Bank than if such sale were a public sale. The Bank
shall be under no obligation to delay a sale of any of the Pledged
Stock for the period of time necessary to permit the Issuer to register
such securities for public sale under the Securities Act, or under
applicable state securities laws, even if the Issuer would
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agree to do so.
b. The Company further agrees to do or cause to be done all
such other acts as may be necessary to make any sale or sales of all or
any portion of the Pledged Stock pursuant to this PARAGRAPH 8 valid and
binding and in compliance with any and all other applicable
Requirements of Law. The Company further agrees that a breach of any of
the covenants contained in this PARAGRAPH 8 will cause irreparable
injury to the Bank, that the Bank has no adequate remedy at law in
respect of such breach and, as a consequence, that each and every
covenant contained in this PARAGRAPH 8 shall be specifically
enforceable against the Company, and the Company hereby waives and
agrees not to assert any defenses against an action for specific
performance of such covenants except for a defense that no Event of
Default has occurred or is continuing under the Loan Agreement.
9. NO SUBROGATION. Notwithstanding any payment or payments
made by the Company hereunder, or any setoff or application of funds of the
Company by the Bank, or the receipt of any amounts by the Bank with respect to
any of the Collateral, the Company shall not be entitled to be subrogated to any
of the rights of the Bank against the Issuer or against any other collateral
security held by the Bank for the payment of the Secured Obligations, nor shall
the Company seek any reimbursement from the Issuer in respect of payments made
by the Company in connection with the Collateral, or amounts realized by the
Bank in connection with the Collateral, until all amounts owing to the Bank by
the Issuer on account of the Secured Obligations are paid in full and the
Commitment is terminated. If any amount shall be paid to the Company on account
of such subrogation rights at any time when all of the Secured Obligations shall
not have been paid in full, such amount shall be held by the Company in trust
for the Bank, segregated from other funds of the Company, and shall, forthwith
upon receipt by the Company, be turned over to the Bank in the exact form
received by the Company (duly endorsed by the Company to the Bank, if required),
to be applied against the Secured Obligations, whether matured or unmatured, in
such order as the Bank may determine.
10. AMENDMENTS, ETC. WITH RESPECT TO THE SECURED OBLIGATIONS.
The Company shall remain obligated hereunder, and the Collateral shall remain
subject to the Lien granted hereby, notwithstanding that, without any
reservation of rights against the Company, and without notice to or further
assent by the Company, any demand for payment of any of the Secured Obligations
made by the Bank may be rescinded by the Bank, and any of the Secured
Obligations continued, and the Secured Obligations, or the liability of the
Issuer or any other Person upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Bank, and the
Loan Agreement, the Note and any other Loan Document may be amended, modified,
supplemented or terminated, in whole or in part, as the Bank may deem advisable
from time to time, and any guarantee, right of offset or other collateral at any
time held by the Bank for the payment of the Secured Obligations may be sold,
exchanged, waived, surrendered or released. The Bank shall have no obligation to
protect, secure, perfect or insure any other Lien at any time held by it as
security for the Secured Obligations or any property subject thereto. The
Company waives any and all notice of the creation, renewal, extension or accrual
of any of the
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Secured Obligations and notice of or proof of reliance by the Bank upon this
Pledge Agreement; the Secured Obligations, and any of them, shall conclusively
be deemed to have been created, contracted or incurred in reliance upon this
Pledge Agreement; and all dealings between the Issuer, the Company and the Bank
shall likewise be conclusively presumed to have been had or consummated in
reliance upon this Pledge Agreement. The Company waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the
Issuer or the Company with respect to the Secured Obligations.
11. LIMITATION ON DUTIES REGARDING COLLATERAL. The Bank's sole
duty with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall
be to deal with it in the same manner as the Bank deals with similar securities
and property for its own account. Neither the Bank nor any of its directors,
officers, employees or agents shall be liable for failure to demand, collect or
realize upon any of the Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Collateral upon the
request of the Company or otherwise.
12. POWERS COUPLED WITH AN INTEREST. All authorizations and
agencies herein contained with respect to the Collateral are irrevocable and
powers coupled with an interest.
13. SEVERABILITY. Any provision of this Pledge 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.
14. PARAGRAPH HEADINGS. The paragraph headings used in this
Pledge Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.
15. NO WAIVER; CUMULATIVE REMEDIES. The Bank shall not by any
act (except by a written instrument pursuant to PARAGRAPH 16 hereof), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of Default or in any
breach of any of the terms and conditions hereof. No failure to exercise, nor
any delay in exercising, on the part of the Bank, 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 the Bank of any right or remedy hereunder on any one occasion shall
not be construed as a bar to any right or remedy which the Bank would otherwise
have on any future occasion. The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any
rights or remedies provided by law.
16. WAIVERS AND AMENDMENTS; SUCCESSORS AND ASSIGNS; GOVERNING
LAW. None of the terms or provisions of this Pledge Agreement may be waived,
amended, supplemented or otherwise modified except by a written instrument
executed by the Company and the Bank, PROVIDED that any provision of this Pledge
Agreement may be waived by the Bank in a letter or
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agreement executed by the Bank or by facsimile transmission from the Bank. This
Pledge Agreement shall be binding upon the successors and assigns of the Company
and shall inure to the benefit of the Bank and its successors and assigns. This
Pledge Agreement shall be governed by, and construed and interpreted in
accordance with, the laws of France.
17. NOTICES. Notices by the Bank to the Company or the Issuer
may be given by mail or by facsimile transmission, addressed or transmitted to
the Company or the Issuer at its address or transmission number set forth under
its signature below and shall be effective (a) in the case of mail, two days
after deposit in the postal system, first class postage pre-paid and (b) in the
case of facsimile notices, when electronic confirmation of receipt is received.
The Company and the Issuer may change their respective address and transmission
numbers by written notice to the Bank.
18. IRREVOCABLE AUTHORIZATION AND INSTRUCTION TO ISSUER. The
Company hereby authorizes and instructs the Issuer to comply with any
instruction received by it from the Bank in writing that (a) states that an
Event of Default has occurred and (b) is otherwise in accordance with the terms
of this Pledge Agreement, without any other or further instructions from the
Company, and the Company agrees that the Issuer shall be fully protected in so
complying.
19. PERFECTION. The Parties shall sign on even date herewith
four originals of the French-language version of this Pledge Agreement that is
set forth in Schedule 1 hereto. The Company shall then (i) promptly register one
of the originals with the French tax authorities and (ii) serve another of the
originals on the Company by "HUISSIER". Finally, the Company shall deliver to
the Bank a certified copy of the by-laws of the Issuer in order to evidence the
pledge of the Pledged Stock. In the event of a conflict between the terms in the
French-language document set forth in Schedule 1 and those in the present Pledge
Agreement, the terms in the present Pledge Agreement shall prevail.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.
LIONBRIDGE TECHNOLOGIES
HOLDINGS B.V.
By:
--------------------------
Name: Xxxx X. Xxxxx
Title: President and Chief Executive Officer
Address for Notices:
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
SILICON VALLEY BANK
By:
--------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
ACKNOWLEDGMENT AND CONSENT
The Issuer referred to in the foregoing Pledge 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
Issuer agrees to notify the Bank promptly in writing of the occurrence of any of
the events described in PARAGRAPH 5(A) of the Pledge Agreement. The Issuer
further agrees that the terms of PARAGRAPH 9(B) of the Pledge Agreement shall
apply to it, MUTATIS MUTANDIS, with respect to all actions that may be required
of it under or pursuant to or arising out of PARAGRAPH 9 of the Pledge
Agreement.
LIONBRIDGE TECHNOLOGIES
FRANCE
By:
--------------------------
Name:
Title:
Address for Notices:
SCHEDULE 1
To Pledge
Agreement
FRENCH-LANGUAGE VERSION OF PLEDGE AGREEMENT
