FRAMEWORK AGREEMENT FOR THE


ASSIGNMENT OF PROFESSIONAL RECEIVABLES


 


Between the undersigned:


 


Hereafter designated as “the bank”,
on one hand,


 


		And:	[STAMPED] Credit Cooperatif



Parc Elysées Evry – Courcouronnes


17-19 rue Michel Ange – BP 53


91002 EVRY Cedex


Phone: 01 69 87 48 09 • Fax: 01 60
78 55 89


 


		·	M.(1)



or


		·	The Company(2) TAAG SAS,1
SIRET number: 43128915600017,2 with a capital stock of €89,000, 3, rue Olympe de Gouges, 31350 Grigny, represented
by its President. Mr. VENDEMIATI, Mario; and its General Director, Mr. CHAMBIN, Patrice, hereafter referred to as “the client”,
on the other;



 


THE PARTIES AGREE AS FOLLOWS:


 


AND DO SET FORTH:


 





 






		(1)	Surname, given name, and, if applicable, registration number on the Registry of Commerce and Companies
or Registry of Trades.



		(2)	Form, company name, capital stock, location of head offices, registration on the Registry of Commerce
and Companies, represented by the individual Mr. ... (surname, given name), who is acting in the capacity of ..................



 





 



1 Tr.
note: The acronym “SAS”, standing for Sociéte par actions simplifiée or “simplified stock
company”, is a hybrid structure enacted under French law and based on common law, rather than civil law, principles. It is
similar to a limited liability company in the United States, since the Delaware limited liability company served as a model for
the French law. An SAS company has its annual statements reviewed and approved by an independent body; its executive figure is
the President or Chairman, but, unlike a corporation, a company with this structure does not have a Board of Directors. The President
is also responsible for operation of the company and may share his duties with a General Manager (Directeur Général),
who has the same authority as the President with respect to third parties.


2 Tr. Note: The acronym “SIRET”
is a code given to businesses and other legal entities by the National Institute for Statistics and Economic Studies of France
intended to serve as a geographic identifier of that business or legal entity. The SIRET code consists of 14 digits, divided into
two parts: the first part is the SIREN number (see below) of that particular entity, while the second, called an Internal Classification
Number” (NIC), is composed of a serial number of four digits that acts as a control code. The acronym SIREN is the Business
Registry Identification System code number that consists of invariable codes given to French business establishments and non-profit
associations by the National Institute for Statistics and Economic Studies.


 


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The client and the bank agree to undertake,
pursuant to the general conditions outlined below, all steps needed for the assignment of professional receivables with full ownership,
within the framework of the Articles L.313-23 to L.313-34 of the Monetary and Financial Code, hereafter referred to as the “Law”.


 


The present agreement will be applied,
by operation of law, to all debt notes drawn up pursuant to law and entitled “AGREEMENT OF ASSIGNMENT OF PROFESSIONAL RECEIVABLES”,
imposed on all receivables which the client, acting in a professional capacity, holds with respect to legal entities of private
or public law or physical persons to whom it has provided professional services.


 


This statement of facts forms an integral
part of the present agreement.


 


Article 1: Memorandum slips of receivables


 


		1.1	Assignment will be made upon simple delivery of a memorandum slip entitled “Agreement of
Assignment of Professional Receivables”, drawn up and signed by the client.



 


Sample forms of these memorandum
slips are available at the teller’s window of the bank.


 


		1.2	When the memorandum slip entails the assignment of numerous receivables, they shall be reclassified
by due date.



 


		1.3	In the event that a transfer of receivables is made through delivery of magnetic media or by teletransmission,
the bank reserves the right to request that delivery be made of a summary on paper of the receivables contained in the magnetic
media or which form part of the teletransmission be made, to accompany [electronic transmission of] the memorandum slip.



 


		1.4	The bank always preserves the right, upon examination of the receivables, not to retain any or
all of them and may decline them prior to dating the memorandum slips. In that event, the bank will so advise the client without
delay about the receivables that have been declined .



 


		1.5	For all memorandum slips, the client shall be obligated only to include receivables that are the
result of acts that have already occurred, with the exclusion of all outstanding receivables or receivables resulting from acts
that have yet to occur or are the subject, whether in whole or in part, of assignment, allocation, delegation or debt promissory
agreements, garnishment orders, objections or impediments of any kind or even restrictions pertaining to subcontracted services,
except, in the latter case, if the subcontractors rely on surety bonds guaranteeing payment, as provided for in the Law of December
31, 1975.



 


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		1.6	Upon signature of the memorandum slip, the client may not make any changes whatsoever to the amounts
or terms of payment of the receivables assigned, except upon written permission by the bank.



 


		1.7	The delivery of each memorandum slip will entail, in
accordance with law,



		·	The assignment of the principal for each
receivable, interest and ancillary charges related thereto, which will include all supplemental costs or surcharges, as a result
of increases in services provided or work performed, review of or variations in price, as well as all compensation due, whatever
the cause may be;



 


		·	The transfer of bonds guaranteeing each
receivable and all rights, actions and other charges related thereto, without exception.



 


The client pledges to inform
the bank, upon a first request of the latter, of these bonds, rights, actions and ancillary charges.


 


The bank shall not be required
to apply such charges nor to justify its decision in this regard; in the event that the bank decides to apply them, the client
shall provide its assistance with the aim of supporting the involvement of the bank.


 


The client shall not be able,
after signature of the slip, to cause the extinguishment of guaranties, rights, actions and ancillary charges or to restrict their
scope; the client pledges to transmit to the bank all requests for extensions of maturity dates which have been submitted to it
by debtors; the decision to grant or refuse such extensions may not be made without the prior agreement of the bank.


 


The client pledges, for each
receivable assigned, to send to the bank, upon a simple request by the latter, all deeds and supporting documentation which it
deems necessary and to inform the bank, on the client’s own initiative, of all information regarding the status of the debtors
and the amount of receivables assigned (primarily reductions made, deposits, demands for payment, etc. ...).


 


The client may not demand that
the bank carry out any formality or intervene in any way with the debts that have been assigned.


 


		1.8	The receivables appearing on a memorandum slip may only give rise to the creation of drafts or
promissory notes in application of the agreements entered into between the client and its debtors.



 


The client shall be obligated
to:


 


		·	Send the bank without delay the total
number of drafts or promissory notes endorsed and payable to the latter;



 


		·	Draw up drafts created by it subsequent
to the assignment and made payable to the bank.



 


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Article
2: Guaranteed Obligations


 


		2.1	The obligations of the client towards the bank are guaranties on the assignment of receivables,
which are to occur within the framework of the present agreement. These obligations may, in particular, adopt the form of an advance
(on invoices, on subsidies, etc. ...) or checking account overdrafts, financing of public or private contracts, [or] credit
signature guaranty.



 


		2.2	In the case of advances or checking account overdrafts, the client shall be obligated to assign
the Bank, by way of guaranty, an amount at least equal to 100% of the credit that it wishes to use up to the authorized credit
limit, unless established otherwise in a specific agreement, being stated that, in the potential event that the percentage of coverage
agreed upon in relation to the authorized credit limit is exceeded, such exceeded limit would not involve any obligation on the
part of the Bank to approve the additional credit.



 


On each due date, the client
shall send the Bank another remittance of slips for the assignment of receivables, in order to restore, after the collection of
each batch of pending receivables and to the extent of the amount of each remittance, their right to use the approved credit. By
default, credits previously approved shall become demandable, by operation of law, and the bank shall take such measures as it
deems appropriate to safeguard its interests.


 


In the case of financing by the
Bank of private or public contracts or work orders, which the client may hold, credits resulting from the performance of such contracts
or work orders shall be fully assigned to the Bank by way of guaranty, whatever the amount of the advances approved on this base
[are], according to the particular situation. Assignments shall generate interest and ancillary charges on the principal and will
also include, in particular, all additional fees or price increases as a result of increases in work and review of and variations
in price, as well as all compensation due for whatever reason.


 


In the event that the Bank no
longer deems it appropriate to offer advances under new circumstances, it will seek release from the assignment of receivables
after collection of all amounts due and payable by way of advances made under previous circumstances.


 


		2.3	In general terms, it should also be stated that all credits assigned by way of guaranties are intended
not only for the credits described in Articles 2.1, 2.2 and 2.3 above, but also for all obligations on the part of the client towards
the Bank, whatever the nature of such obligations [may be].



 


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		2.4	The present agreement does not imply any obligation to recover just one single type of guaranty
that would be added, without novation,3 to any other that has already been obtained by the bank or which it would seek
to obtain.



 


Article 3: Guaranty holdback


 


		3.1	In the event of an assignment that has occurred for a demandable credit loan that has been offered
on the basis of an advance on an account, the bank may apply a guaranty holdback of a certain percentage, and potentially up to
the credit limit, as determined by a separate agreement with the client.



 


		3.2	Theamounts thus held back shall be paid as a cash
pledge on an unavailable account separate from the checking account.



 


		3.3	During the operation of a checking account, amounts shown on the guaranty holdback account may
be applied by the bank at all times as settlement for receivables which it holds against the client, by way of all demandable advances
resulting from account overdrafts.



 


		3.4	Moreover, during closure of an account for whatever reason, the amounts which would have been paid
to the unavailable guaranty holdback account shall be compensated, pursuant to law and up to the amount due, by the specific debit
balance in the checking account as it is released from its obligations, upon conclusion of all pending transactions.



 


		3.5	If, after this compensation has been made, a credit balance remains, this balance will be assigned
as a guaranty for other short-, medium- or long-term commitments of any nature, even potential commitments, which the client may
still assume towards the bank.



 


Article
4: Recovery of assigned receivables and relationship between the client and the bank


 


		4.1	The bank is the owner of the assigned receivables.



 


		4.2	The client shall be obligated to direct the bank to undertake settlement of the assigned credits,
by taking the necessary steps towards debtors, so that settlement will occur by direct debit from the account or from the account
for which the bank would have provided the relevant information of reference.



 





 



3 Tr. note: The legal term “novation”
may be understood in this context to mean a substitution, whether of a new contract, a new debtor, or new creditor.


 


	Mandatory flourish	Ref: ENX-11/07-5/7	


 




    	 



    	 



    

  


All amounts and all payment or
debt collection instruments – other than drafts and promissory notes, the regulation of which is provided under Articles
1-8 – which reach the client directly by way of receivables, whatever form they may adopt, will only be received by the latter
in its capacity as agent of the bank.


 


Due to this obligation to be
assumed by the client, the latter should immediately send the bank the payment or collection instruments – other than drafts
and promissory notes, the regulation of which is provided under Articles 1-8 – duly endorsed and made payable to the latter,
as well as amounts which it would have received, by providing the bank with all the information to allow it to identify each receivable
settled.


 


		4.3	The bank reserves the right, even after the due date of the assigned receivables that remain unpaid,
to notify the assigned debtors of the transfer, these latter individuals then being obligated to settle their debts directly [with
the bank].



 


		4.4	As and wherever necessary and pursuant to the general principles of monetary law, it should be
recalled that amounts drawn and payable in a given monetary unit of a member country of the European Union (National Monetary Unit)
within the framework of these clauses shall be considered, by operation of law, as drawn and payable in a single European currency
when this National Monetary Unit shall cease to be used as legal tender or, more broadly speaking, when it is replaced by a single
European currency pursuant to European Community and/or national regulations, as applicable.



 


The rates and conditions of conversion
of the Monetary Unit will be those that result from the application of provisions contained in Article 109-L of the Treaty of the
European Union.


 


		4.5	All expenses and ancillary charges arising from the assignment transaction, as contemplated by
the present agreement, will be assumed by the client.



 


Article 5: Default of an assigned debtor


 


		5.1	The client is a joint and several guarantor, pursuant to law, for payment of each of the receivables
assigned.



 


		5.2	In the event that an assigned debtor defaults, the bank may, at its discretion:



 


		·	Either keep the unpaid receivable in order
to exercise all its remedies against its debtor, the client contributing its assistance to the bank, by virtue of the exercise
of the latter’s rights; [or]



 


		·	It may make use of a settlement, pursuant
to law, in which it will advise the client by any means about the assignment of the receivable in question, this latter then being
retransferred without any additional formality back to the client, upon deduction, if necessary, of partial payments made by the
assigned debtor. All amounts which the bank receives from the debtor subsequent to this settlement will be reimbursed by the latter
to the client.



 


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Article 6.Life of the Agreement


 


		6.1	The agreement has been concluded for an indefinite term. It may be rescinded at any time. Rescission
shall take effect one month after the date of issuance of a note sent or addressed by one of the parties wishing to terminate the
agreement, the transactions still pending to remain governed by the present agreement until completion thereof.



 


The bank shall not be obligated
to respect the waiting period of prior notice in the event of occurrence of malfeasance on the part of the client, specifically,
non-compliance with any of the obligations contracted by the client by virtue of these clauses or in those instances in which the
situation of the latter would be irreparably compromised.


 


		6.2	Rescission of the present agreement may, at the sole discretion of the bank, lead to early demand
for payment, without prior notice or any other formality, of any or all the credits granted to the client.



 


Issued in
Grigny, on this 21st day of August, 2009 (in two copies).


 


	L.S. [Seal:	TAAG S.A.S., Zac des Radars –
	 	3, rue Olympe de Gouges 91350
	 	Grigny • Phone: 01 69 25 40 40
	 	Fax: 01 69 25 40 50 • Registry of
	 	Commerce and Companies No. 
	 	EVRY 431 289 156]


 


 


		 	 
	Signature of the Client 

If this involves a legal entity, its representative shall state the capacity in which he appears and shall affix the seal of the legal entity	 	
        Signature of the bank representative, 

with an indication of
        the capacity in which he appears as its representative 

        Seal of the bank:



 


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	[STAMPED]	 	CREDIT COOPERATIF
	 	 	Parc Elysées Evry – Courcouronnes
	 	 	17-19 rue Michel Ange – BP 53
	 	 	91002 EVRY Cedex
	 	 	Phone: 01 69 87 48 00 
	 	 	Fax: 01 60 78 55 89]
	 	 	 
	[One illegible flourish]	 	[One illegible signature]


 


	Mandatory flourish	Ref: ENX-11/07-6/7	


 




    	 



    	 



    

  


GUARANTY HOLDBACK


 


Pursuant to Article 3 of this framework
agreement for the assignment of professional receivables which we have signed with you on this ......, we are authorizing
you to apply a guaranty holdback of 10% on each advance granted, up to a credit limit of 25,000 euros.


 


Issued in
Grigny, on this 21st day of August, 2009 (in two copies).


 


	L.S. [Seal:	TAAG S.A.S., Zac des Radars –
	 	3, rue Olympe de Gouges 91350
	 	Grigny • Phone: 01 69 25 40 40
	 	Fax: 01 69 25 40 50 • Registry of
	 	Commerce and Companies No. 
	 	EVRY 431 289 156]


 


 


		 	 
	Signature of the Client	 	Signature of the bank representative,
	If this involves a legal entity, its representative shall state the capacity in which he appears and shall affix the seal of the legal entity	 	
        with an indication of the capacity in which he appears as its
        representative

        Seal of the bank:

	 	 	 
	[STAMPED]	 	CREDIT COOPERATIF
	 	 	Parc Elysées Evry – Courcouronnes
	 	 	17-19 rue Michel Ange – BP 53
	 	 	91002 EVRY Cedex
	 	 	Phone: 01 69 87 48 00 
	 	 	Fax: 01 60 78 55 89]
	 	 	 
	[One illegible flourish]	 	[One illegible signature]


 


	Mandatory flourish	Ref: ENX-11/07-7/7