Exhibit 10.39
AGREEMENT made the 4th day of December 1998 BETWEEN the INDUSTRIAL DEVELOPMENT
AGENCY (IRELAND) having its principal office at ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇ ▇ ("▇▇▇") of the first part, LIONBRIDGE TECHNOLOGIES IRELAND having its
registered office at ____________________ (the "Company") of the second part and
LIONBRIDGE TECHNOLOGIES HOLDINGS INC. having its registered office at
________________________ (the "Promoters") of the third part.
WHEREAS:
A. The Company which is controlled by the Promoters has been carrying on at
Blackrock, Co Dublin and is in the course of establishing and carrying on
at Ballina, Co Mayo a service undertaking for the provision of
localisation, support and testing services (the "Undertaking") in
accordance with proposals furnished to ▇▇▇ by the Promoters and has
applied to ▇▇▇ for financial assistance towards the cost of establishing
the Undertaking which is intended to give employment to 100 persons;
B. The Company and the Promoters having made the necessary enquiries are
satisfied and represent to ▇▇▇ that to the best of their belief there
will be available to the Undertaking the relevant resources required for
its proper commercial establishment and efficient operation;
C. The Promoters have represented to ▇▇▇ that the Undertaking will
contribute to the development of the Irish economy.
NOW IT IS HEREBY WITNESSED that in consideration of the Company implementing the
said proposals and carrying on the Undertaking in accordance with this
Agreement, ▇▇▇ agrees to grant to the Company:
(i) the sum of 1,000,000 Irish Pounds or the aggregate of 10,000 Irish Pounds
for each job created in the Undertaking in accordance with Paragraph 7 of
the Second Schedule hereto whichever is the lesser (the "Employment
Grant");
(ii) the sum of 150,000 Irish Pounds or 33 1/3% of the actual expenditure on
the provision of new machinery and equipment for the Undertaking (the
"eligible assets") whichever is the lesser (the "Capital Grant");
(iii) the sum of 12,000 Irish Pounds or 20% of the annual rent payable for a
period of four years for the premises rented for the Undertaking,
whichever is the lesser (the "Rent Subsidy Grant");
(iv) the sum of 102,000 Irish Pounds or 100% of actual training costs
whichever is the lesser (the "Training Grant").
The Employment Grant, the Capital Grant, the Rent Subsidy Grant and the Training
Grant are hereinafter collectively referred to as the "grants" and are subject
to the following terms and conditions including those contained in the Schedules
hereto:
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1. DEVELOPMENT OF THE UNDERTAKING:
The development of the Undertaking and in particular the provision of employment
shall be substantially in accordance with the particulars given in the said
proposals.
2. CONTROL OF THE COMPANY:
The controlling interest in the Company shall be held directly or indirectly by
the Promoters unless otherwise agreed to in writing by ▇▇▇.
3. PROVISION OF ELIGIBLE ASSETS:
The expenditure eligible for the capital grant and the provision of the eligible
assets shall be as set forth in the First Schedule.
4. PROMOTERS INVESTMENT:
The Company shall procure or provide for the purposes of the Undertaking:
4.1 Equity Equivalent of IR(pound)1,198,000
For the purposes of this Agreement "Equity Equivalent" shall mean the
total monies obtained by the Company as follows:
1.1.1 cash received by the Company from the Promoters in consideration
for the issue at par of fully paid-up Ordinary Shares in the
Company; and/or
1.1.2 retained earnings of the Company capitalised at par as fully
paid-up Ordinary Shares in the Company; and/or
1.1.3 retained earnings of the Company transferred to a special
non-distributable reserve account which shall be maintained at the
appropriate level for the duration of this Agreement; and/or
1.1.4 loans from the Promoters on the following terms and conditions
("Subordinated Loans"):
1.1.4.1 that no interest on such loans shall be paid by the
Company except out of profits which would otherwise be
available for dividend;
1.1.4.2 that no such loans shall be repaid except out of profits
of the Company which would otherwise be available for
dividend or out of a new loan obtained on the same terms
for this purpose, or out of the proceeds of a new issue
at par of fully paid-up Ordinary Shares of the Company
made for this purpose;
1.1.4.3 that where any such loans are repaid out of profits,
there shall be transferred out of profits which would
otherwise have been available for dividend to a special
non-distributable reserve account a sum equal to
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the amount of the loan repaid, and that there shall be
no reduction in the amount of such special
non-distributable reserve account during the term of
this Agreement;
1.1.4.4 that where any such loans are repaid out of a new loan
obtained for this purpose, the new loan shall be subject
to these conditions as if it were the original loan;
1.1.4.5 that in the event of the winding up of the Company the
amount of any such loans still outstanding shall be
subordinated to the claims of the unsecured creditors of
the Company;
PROVIDED ALWAYS that not less than 25% of the Equity Equivalent shall
be Ordinary Shares in the Company as specified at Clauses 4.1.1 and/or
4.1.2 above and PROVIDED FURTHER that retained earnings utilised as
Equity Equivalent as aforesaid shall not include any sum received in
respect of the grants or derived from a revaluation of the fixed assets
of the Company.
1.2 Such further sums, including working capital, as may be required for the
Undertaking.
1.3 The total amount paid from the grants shall at no time exceed the total
amount of Equity Equivalent of which at all times not less than 25% shall
comprise an amount for issued Ordinary Shares in the Company as
aforesaid.
5. PLANNING PERMISSION AND PREVENTION OF POLLUTION:
The Company shall
5.1 obtain all relevant permissions prescribed by Local and/or National
Authorities and shall comply with all requirements of such permissions
and with all Building Regulations and Statutory requirements (if any)
required for the Undertaking;
5.2 comply with all statutory requirements and other requirements which ▇▇▇
reasonably considers to be necessary in relation to environmental
controls and the prevention of pollution provided that they are no more
onerous than applicable to similar businesses.
6. GUARANTEES:
The Company shall not give a guarantee in respect of any borrowings other than
borrowings for the purposes of the Undertaking.
7. INSURANCE:
The Company shall:
7.1 keep all the assets insured to their full cost of reinstatement against
loss or damage by fire and explosion;
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7.2 obtain on commencement of production and in accordance with good
commercial practice Consequential Loss Insurance to adequately indemnify
the Company against losses and costs resulting from fire and explosion;
and
7.3 make arrangements to ensure that ▇▇▇ will be notified of any failure to
renew the insurance specified at Clauses 7.1 and 7.2 hereof and also of
any substantial change in such insurance.
8. RESTORATION OF ELIGIBLE ASSETS:
If there should be damage to or loss of eligible assets including buildings
under construction through fire or explosion or any other cause the insurance or
other compensation received by the Company shall be used forthwith to restore to
the reasonable satisfaction of ▇▇▇ the property so damaged or lost and in the
event of such compensation being insufficient for that purpose the Company shall
make good the deficiency out of its own funds.
9. NON-DISTRIBUTION OF THE GRANTS:
The Company shall not distribute by way of dividend on the share capital of the
Company or otherwise any sum received in respect of the grants.
10. ROYALTIES OR SIMILAR PAYMENTS:
The Company may only make royalty or similar payments on the following terms and
conditions:
10.1 that to the extent that the said royalty and/or similar payments exceed
5% of the Company's net annual sales, such excess shall not be payable
except out of profits of the Company which would otherwise be available
for dividend; and
10.2 that in the event of the winding up of the Company the amount of any such
excess accrued or accruing for payment but unpaid shall be subordinated
to the claims of the unsecured creditors, including ▇▇▇, of the Company;
PROVIDED ALWAYS that the provisions of this Clause shall not apply to bona
fide third party arm's length transactions.
11. PAYMENT OF THE GRANTS:
11.1 The grants shall be paid subject to the following terms and conditions
and the Company shall provide evidence satisfactory to ▇▇▇:
11.1.1 that the Company has been properly incorporated and that its
Memorandum and Articles of Association empower the Company to
implement this Agreement;
11.1.2 that the Company has obtained suitable premises for the
Undertaking and has title acceptable to ▇▇▇ to all land and
buildings required for the Undertaking;
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11.1.3 that the Company is in compliance with all the terms and
conditions of its property agreements, if any, with ▇▇▇;
11.1.4 that the necessary arrangements have been made for the provision
of all capital required for the Undertaking as specified at
Clause 4 hereof;
11.1.5 that all Planning Permissions as aforesaid have been obtained
and complied with;
11.1.6 that all requirements for control of the environment and
prevention of pollution as aforesaid have been complied with;
11.1.7 that insurance arrangements as aforesaid have been made;
11.1.8 that the Company has obtained a tax number in the relevant tax
district; that it is up to date in its tax affairs with the
Revenue Commissioners and prior to payment from the grants it
shall submit an up-to-date tax clearance certificate from the
Revenue Commissioners;
11.1.9 that all expenditure on the eligible assets has been necessarily
incurred and paid and that value has been obtained therefor;
11.1.10 that the Company has complied up-to-date with all the provisions
of this Agreement;
11.2 That before any payment is made from the grants the Promoters shall
submit Annual Audited Accounts for Lionbridge Technologies Inc. as at 31
December 1996 and Lionbridge Technology Holdings Inc. as at 31 December
1997.
11.3 Subject to compliance with all the relevant terms of this Agreement the
grants shall be paid to the Company in accordance with the arrangements
set forth in the Schedule applicable to the particular grant from which
payment is sought.
12. ACHIEVEMENT OF PROJECTED PERFORMANCE:
SCHEDULE OF CAPITAL AND RENT SUBSIDY GRANT DRAWDOWN FOR THE UNDERTAKING
------------------------------ --------------- ----------------- ----------------- ---------------- -----------------
Year 1 Year 2 Year 3 Year 4 Year 5
Ending Ending Ending Ending Ending
Period 31.12.1998 31.12.1999 31.12.2000 31.12.2001 31.12.2002
------------------------------ --------------- ----------------- ----------------- ---------------- -----------------
Cumulative Jobs to be
created 50 74 100 100 100
------------------------------ --------------- ----------------- ----------------- ---------------- -----------------
Maximum Cumulative Grant
Drawdown IR(pound) 162,000 174,000 186,000 198,000 198,000
------------------------------ --------------- ----------------- ----------------- ---------------- -----------------
Unless otherwise agreed to by ▇▇▇ and notwithstanding any other provision in
this Agreement:
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1.1 The aggregate amount payable from the Capital and Rent Subsidy Grants in
each period set out above shall not exceed the maximum amount specified
for that period.
1.2 The maximum Capital and Rent Subsidy Grant drawdown in the period to the
end of Year 1 shall be available subject to compliance with the
provisions of this Agreement.
1.3 Subject to compliance as aforesaid, payment from the maximum cumulative
Capital and Rent Subsidy Grant drawdowns in the periods to the end of
Years 2, 3 and 4 respectively, shall be conditional upon the cumulative
number of Jobs (as set out above) being created by the immediately
preceding end of year; in the event of such number of Jobs not having
been created by the relevant date no part of the Capital and Rent Subsidy
Grant drawdown for the following year will be paid to the Company until
such number of Relevant Jobs has been created.
1.4 On or after 31 December 2002 the Company and ▇▇▇ shall review the
development of the Undertaking to that date with particular reference to
the creation of Jobs in the Company. Should the total number of jobs
existing in the Company at the date of review be less than 100, unless
otherwise agreed to by ▇▇▇ and notwithstanding any other provision in
this Agreement, all monies paid from the Capital and Rent Subsidy Grants
on foot of this Agreement in excess of IR(pound)1,980 per Job multiplied
by the number of Jobs existing in the Company at the date of review shall
be repayable on demand to ▇▇▇ by the Company (and in the event of default
by the Company in making repayment shall be repayable on demand by the
Promoters) within one month from date of demand. For the purposes of this
Clause "Jobs" shall mean full-time permanent Jobs existing in the Company
at the relevant date.
13. FURNISHING OF INFORMATION:
13.1 The Company shall permit the officers and agents of ▇▇▇ to inspect the
eligible assets at all reasonable times on prior notice during the term
of this Agreement and shall furnish to ▇▇▇ promptly whenever required to
do so by ▇▇▇ all such information and documentary evidence as ▇▇▇ may
from time to time reasonably require to vouch compliance by the Company
with any of the terms and conditions of this Agreement.
13.2 The Company and/or the Promoters shall submit Annual Audited Accounts
satisfactory to ▇▇▇ for the duration of this Agreement within nine months
from the end of the relevant financial year.
14. NOTICES:
14.1 The Certificate of an Officer of ▇▇▇ certifying any decision of ▇▇▇ taken
or made hereunder shall be conclusive evidence of any such decision.
14.2 Any notice by ▇▇▇ to the Company or the Promoters or vice versa under
this Agreement shall be sent by registered post to the Registered Office
of the party for whom it is intended.
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14.3 The ▇▇▇ shall use its best endeavours to send copies of all notices
issued by it on foot of this Agreement to the Promoters at their address
herein specified, but failure to do so shall not constitute a breach of
this Agreement on its part.
15. CONSENTS:
15.1 Circumstances requiring the consent, approval or permission of any party
hereto shall be interpreted to mean that such consents, approvals or
permissions shall not be unreasonably withheld. This provision shall not
apply to the provisions of Clause 2 hereof and Paragraph 2 of the Third
Schedule hereto.
15.2 Any variation or modification of any of the terms or conditions herein
made at the request of or with the agreement of the Company and with the
consent of ▇▇▇ shall not in any way determine or prejudice the Promoters'
liability hereunder PROVIDED that the financial amount of the Promoters'
said liability shall not be increased without its express agreement in
writing.
16. TERMINATION OF AGREEMENT:
This Agreement shall terminate five years from the date of the last payment from
_____ grants.
17. CANCELLATION AND REVOCATION OF THE GRANTS:
▇▇▇ may stop payment of the grants and/or revoke and cancel or reduce the grants
or so much thereof as shall not then have been actually paid to the Company if
any one or more of the following events occur:
17.1 if there by any breach of the terms or conditions of Clause 2 hereof
and/or Paragraph 2 of the Third Schedule hereto;
17.2 if the Company should to a material extent be in breach of any of the
terms and conditions of this Agreement other than those specified in
Clause 17.1 and having failed to establish to the reasonable satisfaction
of ▇▇▇ that such breach was due to force majeure shall not have rectified
such breach within 45 days after written notice thereof has been served
on the Company;
17.3 if an order is made or an effective resolution is passed for the winding
up of the Company;
17.4 if a Receiver or an Examiner is appointed over any of the property of the
Company or if a distress or execution is levied or served upon any of the
property of the Company and is not paid off within 45 days;
17.5 if the Company should cease to carry on the Undertaking.
If the grants be revoked the Company and/or the Promoters shall repay to ▇▇▇ on
demand all sums received in respect of the grants and if the grants be reduced
the Company and/or the Promoters shall repay to ▇▇▇ on demand all sums received
in excess of the amount of the
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reduced grants and in either case in default of
such repayment such sums shall be recoverable by ▇▇▇ from the Company and/or the
Promoters as a joint and several simple contract debt.
18. GOVERNING LAW:
This Agreement shall be governed by and be construed in accordance with the Laws
of Ireland and the parties hereto expressly and irrevocably submit to the
jurisdiction of the Irish Courts and the Promoters hereby irrevocably appoint
the Company to be its attorney for the purpose of accepting service on its
behalf of any notice, document or legal process with respect to the Promoter's
obligations pursuant to the provisions of Clause 17 and/or Clause 12 hereof and
service of any such document on such attorney shall be deemed for all purposes
to be good service.
FIRST SCHEDULE
PROVISION OF ELIGIBLE ASSETS FOR THE UNDERTAKING
--------- ----------------------------------------- ---------------------------
1. ELIGIBLE ASSETS ESTIMATED COSTS
IR(L)
--------- ----------------------------------------- ---------------------------
1.1 New Machinery and Equipment 450,000
--------- ----------------------------------------- ---------------------------
Total 450,000
--------- ----------------------------------------- ---------------------------
2. The Company shall:
2.1 Have obtained a Lease of suitable office premises for the Undertaking not
later than 31 July 1998;
2.2 Purchase and have installed in a proper and workmanlike manner ready for
operation in the said office premises all machinery and equipment
suitable in all respects required for the Undertaking by 31 December
2000;
2.3 Have commenced business in the Undertaking by 31 March 1998.
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SECOND SCHEDULE
ADDITIONAL TERMS AND CONDITIONS RELATING TO THE
EMPLOYMENT GRANT
1. The Employment Grant shall be payable in respect of the total number of
such jobs as are created in the Company (in accordance with paragraph 7
of this Schedule) provided such jobs are occupied by EU citizens who
are subject to Irish taxation.
2. A job for the purposes of the Employment Grant shall be a permanent
full time position in the Undertaking and shall be deemed to be created
when a contract of employment has been signed and payment has been made
to an employee in respect of work done in the job.
3. The Employment Grant in respect of each job created shall be paid in
two moieties. The first moiety shall be payable when the job has been
created and the second moiety shall be payable when permanent full-time
employment in the job for a twelve month period has been completed.
4. Claims for payment of an instalment from the Employment Grant may be
submitted monthly and shall be certified by the Company's Auditors in
an agreed format.
5. The Company shall also submit details of the Undertakings employment
history to date; this shall give such particulars as ▇▇▇ may require in
a format satisfactory to ▇▇▇.
6. ▇▇▇ may at any time within five years from the date of payment of the
first moiety of the Employment Grant in respect of any job revoke the
Employment Grant paid in respect of that job if the job should become
vacant and remain vacant for a period in excess of six calendar months.
7.
------------------------------------------- --------------------------- ----------------------- ---------------------
*Year 1 Year 2 Year 3
Job Description Ending Ending Ending
31.12.1998 31.12.1999 31.12.2000
------------------------------------------- --------------------------- ----------------------- ---------------------
Management 1 1 1
------------------------------------------- --------------------------- ----------------------- ---------------------
Engineers 4 6 7
------------------------------------------- --------------------------- ----------------------- ---------------------
Supervisor (Test Team Readers) 4 6 7
------------------------------------------- --------------------------- ----------------------- ---------------------
Test Engineers 40 60 84
------------------------------------------- --------------------------- ----------------------- ---------------------
Administration 1 1 1
------------------------------------------- --------------------------- ----------------------- ---------------------
TOTAL 50 74 100
------------------------------------------- --------------------------- ----------------------- ---------------------
* Jobs created prior to 16 October 1997 will be deemed ineligible for grant
assistance on foot of this Grant Agreement.
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THIRD SCHEDULE
ADDITIONAL TERMS AND CONDITIONS ATTACHING TO THE
CAPITAL GRANT
1. PLACING OF CONTRACTS:
1.1 Subject to the specialised requirements of the Undertaking which shall
have been notified to and approved in writing by ▇▇▇, the Company shall
ensure in relation to the placing of contracts for the eligible assets
that:
1.1.1 Prior to appointment of Architects and/or Consultants, the
Company will obtain the approval of ▇▇▇ on the proposed
composition of the Design Team for the implementation of the
Undertaking;
1.1.2 Before tenders are invited on building works and services the
Company will consult with the Construction Advisory Unit of ▇▇▇;
1.1.3 A minimum of three competitive quotations is sought and that
none but the lowest is accepted without the prior written
consent of ▇▇▇;
1.1.4 No arrangements are made for the direct hire of labour in the
construction of the said office buildings, building services and
facilities except with the prior written consent of ▇▇▇.
1.2 In the placing of contracts for the construction of the said office
buildings, building services and facilities any contractors appointed by
the Company in the aforesaid construction shall at the date of such
appointment possess an up-to-date tax clearance certificate or a current
C2 certificate from the Revenue Of Commissioners. The Company shall
retain copies of such certificates for inspection by ▇▇▇ as evidence of
compliance with this sub-paragraph.
2. ALIENATION OF ASSETS:
The Company shall not alienate, assign, part with the possession of or otherwise
dispose of or remove (save for purpose of normal repair, renewal, replacement or
substitution) or mortgage or charge (except for the purpose of securing finance
for the Undertaking) the eligible assets or any part thereof without the prior
written consent of ▇▇▇. The provisions of this Agreement shall apply also to
assets which are substituted for eligible assets.
3. USE OF ELIGIBLE ASSETS:
The Company shall not without the prior written consent of ▇▇▇ use or permit the
use of the eligible assets or any part thereof except for the purposes of the
Undertaking.
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12. PAYMENT OF CAPITAL GRANT:
Subject to compliance by the Company with the terms and conditions of this
Agreement the Capital Grant shall be paid to the Company in instalments of 33
1/3% of each sum of IR(pound)50,000 or more expended by the Company on the
provision of eligible assets when installed and commissioned in the premises as
aforesaid PROVIDED ALWAYS that all such expenditure shall be vouched and
examined in such manner as ▇▇▇ may reasonably require.
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FOURTH SCHEDULE
ADDITIONAL TERMS AND CONDITIONS ATTACHED TO
THE RENT SUBSIDY GRANT
1. The Company shall furnish to ▇▇▇ a copy, certified by the Lessor to be a
true copy, of the Lease of any premises in respect of which payment is
sought from the Rent Subsidy Grant.
2. The terms and conditions of any such Lease shall be satisfactory to ▇▇▇.
3. The Rent Subsidy Grant shall be payable in instalments related to the
rent instalments paid by the Company in accordance with the Lease and
which have been vouched in such manner as ▇▇▇ may require.
4. The Company shall notify and verify in such manner as ▇▇▇ may require any
changes made from time to time in the terms of any such Lease.
5. Any premises in respect of which a payment is made from the Rent Subsidy
Grant shall be used solely for the purposes of the Undertaking unless
otherwise agreed to in writing by ▇▇▇.
6. The Company shall procure that the said premises are kept insured against
the insured risks as defined in the Lease and shall furnish to ▇▇▇ before
any part of the Rent Subsidy Grant is paid and whenever required to do so
thereafter evidence in writing that the said insurance has been so
arranged.
7. The Company will procure that in the event of the premises being
destroyed or damaged by any of the insured risks as defined in the said
Lease the insurance monies or any other compensation monies received by
the Lessee or Lessor of the said premises shall be used forthwith to
restore in full and to the satisfaction of ▇▇▇ the property so damaged or
lost or alternatively will arrange to occupy suitable equivalent
accommodation for the remaining period of this Agreement.
8. The Company shall not alienate, assign, sub-let or part with the
possession of any premises in respect of which a payment is made from the
Rent Subsidy Grant or any part thereof or grant any rights in respect
thereof without the prior consent in writing of ▇▇▇ and will continue to
occupy premises suitable for the Undertaking.
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FIFTH SCHEDULE
ADDITIONAL TERMS AND CONDITIONS RELATING TO THE TRAINING GRANT
1. Before payments from the Training Grant commence an agreed detailed
Training Programme shall be agreed and signed by the Company, FAS and ▇▇▇
(the "Training Programme").
2. The training shall be carried out and the grant shall be paid in
accordance with the Training Programme.
3. The Company shall permit FAS at all reasonable time to inspect the
progress of the training and to have access to the Company's records of
the training and will have due regard to the recommendation of FAS
concerning the training.
4. ▇▇▇ shall be satisfied upon the advice of FAS that the training has been
satisfactory.
5. All claims for payment out of the Training Grant shall be made on a
quarterly basis and in respect of expenditure on the training incurred in
any particular calendar year shall be furnished to ▇▇▇ not later than 31
January of the following year. In the event of any claim not being
received by ▇▇▇ within the aforesaid time limit, ▇▇▇ shall be entitled to
cancel that portion of the grant otherwise payable in respect of such
claim by an amount up to 75%. The Training Grant shall be reduced by the
amount of such reductions and/or cancellations.
6. The Company shall notify ▇▇▇ before 30 September in any year of the
amount it will be seeking by way of payment from the Training Grant in
the following and subsequent calendar years.
7. All claims for payment of an instalment from the Training Grant shall be
certified by the Company's Auditors and the certificate shall be
supported with the details of the trainees and the actual training
carried out such details to be specified in the claim Form specified by
▇▇▇ in relation to the period for which the claim is being made.
8. Upon 80% of the approved grant being paid, the Company and FAS shall
review the progress of the Training Programme and payment of the balance
of the training grant shall be subject to FAS being satisfied that the
Training Programme has been undertaken satisfactorily and will be
completed in a satisfactory manner.
9. The Training Grant shall not be repayable in the event of revocation of
the grants in accordance with Clause 17 of the Agreement.
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IN WITNESS WHEREOF the parties hereto have affixed their respective seals the
day and year first herein written.
PRESENT when the Seal of the
INDUSTRIAL DEVELOPMENT AGENCY (IRELAND)
was affixed hereto:
[ILLEGIBLE]
------------------------------------
AUTHORISED OFFICER
[ILLEGIBLE]
------------------------------------
AUTHORISED OFFICER
PRESENT when the Seal of
LIONBRIDGE TECHNOLOGIES IRELAND was affixed hereto:
[▇▇▇▇ ▇. ▇▇▇▇▇]
------------------------------------
Director
[▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇]
------------------------------------
Director
PRESENT when the Seal of
LIONBRIDGE TECHNOLOGIES HOLDINGS INC.
was affixed hereto:
[▇▇▇▇ ▇. ▇▇▇▇▇]
------------------------------------
Director
[▇▇▇▇ ▇▇▇▇▇▇▇▇]
------------------------------------
Director
16
Dated the 4th day of December 1998
INDUSTRIAL DEVELOPMENT AGENCY
(IRELAND)
First Part
LIONBRIDGE TECHNOLOGIES IRELAND
Second Part
- and -
LIONBRIDGE TECHNOLOGIES HOLDINGS INC.
Third Part
---------------------------------------
GRANT AGREEMENT
---------------------------------------
Industrial Development Agency (Ireland)
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇