WHICH HAS BEEN CONSTITUTED BY EMRISE CORPORATION
ON [•] 2007 IN CONNECTION WITH ITS SHAREHOLDER ACCOUNT IN CXR ANDERSON JACOBSON
SAS (HEREAFTER THE "STATEMENT OF PLEDGE") AND WE HEREBY ACT AS THE ACCOUNT
HOLDER OF THE SPECIAL BANK ACCOUNT MENTIONED BELOW:
(B)
WE HEREBY CERTIFY THAT:
(I)
A SPECIAL BANK ACCOUNT NO. [•] HAS BEEN OPENED IN THE NAME OF EMRISE
CORPORATION, ON WHICH THE FRUITS AND PRODUCTS PAID BY CXR ANDERSON JACOBSON SAS
IN CONNECTION WITH THE SHARES OF CXR ANDERSON JACOBSON SAS, AS IDENTIFIED IN THE
STATEMENT OF PLEDGE OF FINANCIAL INSTRUMENTS DATED [•] 2007 AND SIGNED BY EMRISE
CORPORATION, SHALL BE CREDITED;
(II)
THIS BANK ACCOUNT IS PLEDGED IN FAVOR OF THE BENEFICIARIES (AS
IDENTIFIED IN THE STATEMENT OF PLEDGE) IN ACCORDANCE WITH ARTICLE L. 431-4 OF
THE FINANCE AND MONETARY CODE (THE "DIVIDENDS ACCOUNT").
(C)
UNLESS OTHERWISE STIPULATED, CAPITALISED TERMS AND EXPRESSIONS
SHALL HAVE THE MEANING ASCRIBED TO SUCH TERMS IN THE NOTIFICATION ISSUED BY
EMRISE CORPORATION AND DATED THE DATE HEREOF (AS THE CASE MAY BE BY REFERENCE TO
THE AGREEMENT).
(D)
WE THE UNDERSIGNED:
(I)
ACKNOWLEDGE THAT UPON NOTIFICATION FROM THE ADMINISTRATIVE AGENT TO US
OF THE OCCURRENCE OF AN EVENT OF DEFAULT, THE PLEDGOR SHALL NOT BE ALLOWED TO
USE THE CASH PROCEEDS CREDITED ON THE DIVIDENDS ACCOUNT (WITHOUT HAVING TO
VERIFY IF SUCH NOTIFICATION IS JUSTIFIED);
(II)
ACCEPT UPON NOTIFICATION FROM THE ADMINISTRATIVE AGENT, TO ALLOCATE THE
BALANCE OF THE DIVIDENDS ACCOUNT TO THE PAYMENT OF THE OBLIGATIONS IN ACCORDANCE
WITH THE LAW (WITHOUT HAVING TO VERIFY IF SUCH NOTIFICATION IS JUSTIFIED); AND
(III)
MORE GENERALLY, CONFIRM THAT WE HAVE NOT RECEIVED ANY WRITTEN
NOTIFICATION STATING THAT THE PLEDGOR HAS GRANTED ANY SECURITY INTEREST OR ANY
RIGHT ON THE DIVIDENDS ACCOUNT IN FAVOR OF ANY THIRD PARTY INCLUDING OURSELVES,
EXCEPT AS REGARDS THE PRESENT PLEDGE.
(E)
HOWEVER, IT HAS BEEN AGREED THAT WE SHALL NOT HAVE, IN ANY MANNER
WHATSOEVER, TO VERIFY THAT THE SUMS TRANSFERRED TO THE DIVIDENDS ACCOUNT
CORRESPOND TO THE FRUITS AND PRODUCTS OWED TO THE PLEDGOR AND, MORE GENERALLY,
WE SHALL NOT HAVE ANY LIABILITY REGARDING:
(I)
THE PERFORMANCE BY THE PLEDGOR AND/OR THE COMPANY OF THEIR RESPECTIVE
OBLIGATIONS;
20
(II)
THE VALIDITY OR EFFICIENCY OF THE LEGAL DOCUMENTATION RELATING TO THE
PLEDGE OR THE OBLIGATIONS SECURED BY THE PLEDGE; AND
(III)
THE AVAILABILITY OF THE SUMS CREDITED (OR TO BE CREDITED) TO THE
DIVIDENDS ACCOUNT.
(F)
THIS CERTIFICATION SHALL BE GOVERNED (AND INTERPRETED) ACCORDING
TO FRENCH LAW.
(G)
ANY DISPUTE RELATING TO ITS VALIDITY, INTERPRETATION OR
PERFORMANCE SHALL BE SUBJECT TO THE JURISDICTION OF THE COMMERCIAL COURT OF
PARIS OR THE COMPETENT COURTS OF THE STATE OF CALIFORNIA, AS THE CASE MAY BE,
WITHOUT PREJUDICE TO THE RIGHT OF THE BENEFICIARIES TO COMMENCE PROCEEDINGS
BEFORE ANY OTHER JURISDICTION.
(H)
A COPY OF THE STATEMENT OF PLEDGE OF FINANCIAL INSTRUMENTS IS SET
OUT AS AN ANNEX TO THIS CONFIRMATION OF PLEDGE OF DIVIDENDS ACCOUNT.
___________________________
[•]
The Dividends Account Holder
By: [•]
Position: [•]
Annex: copy of