EX-11.A 9 a2095383zex-11_a.txt EXHIBIT 11.A Exhibit 11.A CREDIT AGRICOLE LAZARD FINANCIAL PRODUCTS BANK Equity Swap Transaction Confirmation Dated: as of 29 November 2002 FLOSCULE B.V. Parnassustoren Locatellikade 1 1976 AZ Amsterdam The Netherlands Dear Sirs, The purpose of this letter agreement (this "CONFIRMATION") is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the "Transaction"). This Confirmation constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below. The definitions and provisions contained in the 2000 ISDA Definitions (the "SWAP DEFINITIONS") and the 1996 Equity Derivatives Definitions (the "EQUITY DEFINITIONS" and together with the Swap Definitions, the "ISDA DEFINITIONS") as published by the International Swaps and Derivatives Associations Inc, are incorporated into this Confirmation. For the purposes of the ISDA Definitions, this transaction shall be deemed to constitute a Swap Transaction and a Share Swap Transaction. In the event of any inconsistency between the Swap Definitions and the Equity Definitions, the Equity Definitions will prevail. In the event of any inconsistency between the ISDA Definitions and the provisions of this Confirmation, this Confirmation will prevail. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of 29 November 2002, as amended and supplemented from time to time (the "AGREEMENT") between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. The terms of the Transaction to which this Confirmation relates are as follows: 1. TERMS AND DEFINITIONS The following terms and expressions where used in this Confirmation have the meanings given to them below: GENERAL DEFINITIONS Available Shares: on any day, the Remaining Shares less the aggregate number of Amortisation Option Shares which are the subject of any Amortisation Option Notices in respect of which the Amortisation Option Settlement Dates have not 1 occurred, but so that the number of Available Shares shall always be a positive number or zero; Bank: means Credit Agricole Lazard Financial Products Bank; Business Day: any day (excluding Saturday) on which commercial banks settle payments and are ordinarily open for general business (including dealings in foreign exchange and foreign currency deposits) in London and which is a TARGET Settlement Day; Counterparty: means, subject to Clause 5(b) of the Schedule, Floscule B.V.; Calculation Agent: means Credit Agricole Lazard Financial Products Bank; Contractual Currency: means Euro; Effective Date: means the day which falls on the first Exchange Business Day after the Trade Date; Fee: means EURO 650,000 (six hundred and fifty thousand Euros); Maturity Date: means 1 June 2005, subject to adjustment in accordance with the Modified Following Business Day Convention; Payment Date: means each Amortisation Option Settlement Date and the Termination Date; Relevant Proportion: means, in respect of a Payment Date, a fraction equal to: N -------------- Initial Shares where: "N" equals the number of Amortisation Option Shares in respect of the Amortisation Option Settlement Date which is such Payment Date; Remaining Shares: means on any day, the Initial Shares less the aggregate number of Amortisation Option Shares in respect of which Amortisation Option Settlement Dates have occurred on or prior to such day; Termination Date: means the date which is the earlier of (i) the Maturity Date and (ii) the Amortisation Option Settlement Date on which the number of Remaining Shares is reduced to zero; Trade Date: means 29 November 2002; 2 PAYMENT DEFINITIONS Final Redemption Amount: means an amount calculated in accordance with the following formula: Initial Amount*(1 + Initial Zero Coupon Rate + Margin)(Mat) where "Mat" means (a) the number of days from (and including) the Effective Date to (and excluding) the Maturity Date divided by (b) 365; Initial Amount: means an amount equal to the aggregate of (a) the product of the Initial Share Price and the Initial Shares and (b) the Fee; Initial Zero Coupon Rate: means the Zero Coupon Rate with respect to the Trade Date and quoted on the Trade Date; Margin: 0.90 per cent. per annum; Rate Day Count Fraction: Actual/Actual; Redemption Amount: means, in respect of any date (the "relevant date"), the Final Redemption Amount, adjusted by reference to a rate equal to the Zero Coupon Rate plus the Margin in respect of the period from (and excluding) the Maturity Date to (and including) the relevant date; Zero Coupon Rate: means with respect to any date, the zero coupon swap rate (quoted for the avoidance of doubt in the case of a Payment Date, on the second Business Day prior to such date) for the period from such date to the Maturity Date, as notified to the Counterparty by the Calculation Agent and determined in accordance with the following procedures: (i) the Calculation Agent will ask two leading dealers of a credit standing in the relevant market which satisfies the applicable credit criteria of the Calculation Agent (the "Dealers"), selected by the Calculation Agent in good faith for the purposes of quotations obtained by the Calculation Agent, to provide a quotation as though the zero coupon swap rate were a "Quotation Rate" (in the case of the Initial Zero Coupon Rate) for the period from (and including) the Effective Date to (and excluding) the Maturity Date and (in the case of any other Zero Coupon Rate) for the period from 3 (and including) the relevant Payment Date to (and excluding) the Maturity Date; (ii) the Dealers will be asked to assume that the Calculation Agent is a dealer in the relevant market of the highest credit standing which satisfies all the credit criteria which the Dealers apply generally at the time in deciding whether to offer or make an extension of credit, and no account will be taken of any credit support document; (iii) if two quotations are provided, the Zero Coupon Rate will be the lower of those two quotations; and (iv) if only one or no quotations are provided, the Zero Coupon Rate will be determined by the Calculation Agent. EQUITY PAYMENT DEFINITIONS Exchange: means LE PREMIER MARCHE of the PARIS STOCK EXCHANGE (or any successor to such Exchange); Exchange Business Day: means any Business Day which is a scheduled trading day on the Exchange; Initial Shares: means 5,500,000 Shares; Initial Share Price: means EURO 7.80; Issuer: means Trader Classified Media N.V.; Market Disruption Event: means the occurrence or existence on any day on which Shares are to be valued hereunder of any suspension or limitation imposed on trading in the Shares on the Exchange if, in the determination of the Calculation Agent, such suspension or limitation is material and for this purpose: (a) a limitation on the hours and number of days trading will not constitute a Market Disruption Event if it results from an announced change in the regular business hours of the Exchange, and (b) for the avoidance of doubt, a limitation on trading imposed during the course of the day by reason of movements in price otherwise exceeding levels permitted by the Exchange will constitute a Market Disruption Event; 4 Market Disrupted Day: means a day on which there is a Market Disruption Event; Shares: means the class A common shares in the capital of the Issuer with a nominal value of EURO 0.16 per share and the expression "Share" means any one of such shares; DIVIDEND DEFINITIONS Cash Distribution: means in relation to a Share, any cash dividend, interest or other cash amount paid by the Issuer on or in respect of such Share; Distribution Amount: means in relation to a Cash Distribution, an amount equal to the cash amount which would be received by the Bank (net of any taxes required to be deducted by the Issuer or any taxes otherwise levied or imposed by taxing authorities in the Netherlands in respect of such Cash Distribution) were it a holder of a Share on the record date relating to such Cash Distribution, multiplied by the number of Available Shares on the record date for such Cash Distribution; Distribution Settlement Date: means in relation to a Cash Distribution, the second Business Day after the Business Day on which the relevant Distribution Amount would be received by the Bank were it a holder of a Share; Non-Cash Distribution: means in relation to a Share, any shares, securities, rights or other property of whatsoever nature (other than any Cash Distribution) distributed by the Issuer on or in respect of such Share; AMORTISATION OPTION DEFINITIONS Acceptable Third Party: means an entity, corporation or other similar organisation nominated by the Counterparty and acceptable to the Bank, acting reasonably, under the regulatory regime applicable to the Bank from time to time following the satisfactory completion, in the reasonable opinion of the Bank, and the signing and return to the Bank by such entity, corporation or other similar organisation, of a customer classification notice (being a notice identifying such third party as either an Intermediate Customer or Market Counterparty for the purposes of the FSA Conduct of Business Rules) on an Exchange Business Day falling on or prior to such day on which the Counterparty gives 5 notice to the Bank pursuant to Clause 3(a) of this Confirmation; Amortisation Option Date: has the meaning given in Clause 3(b); Amortisation Option Notice: has the meaning given in Clause 3(a); Amortisation Option Settlement Date: means: (a) where Counterparty is specified or deemed to be specified in the Amortisation Option Notice as the Purchaser, the fifth Exchange Business Day following the Amortisation Option Date; and (b) where Acceptable Third Party is specified in the Amortisation Option Notice as the Purchaser, the fifth Exchange Business Day following the Amortisation Option Date PROVIDED THAT if the payment and delivery referred to in Clause 2(c)(ii) are not in fact made on the fifth Exchange Business Day following the Amortisation Option Date, the Amortisation Option Settlement Date shall be the date on which the payment and delivery referred to in Clause 2(c)(ii) are in fact made AND PROVIDED FURTHER THAT if the relevant Amortisation Option Settlement Date has not occurred within ten (10) Exchange Business Days of the relevant Amortisation Option Date, the relevant Amortisation Option Notice shall be deemed never to have been served (without prejudice to any rights which either party may have against the Acceptable Third Party in connection with the non-occurrence of such Amortisation Option Settlement Date); Amortisation Option Shares: means the number of Shares specified in the Amortisation Option Notice; Amortisation Option Share Price: means, in respect of any Amortisation Option Shares, the Relevant Price on the relevant Amortisation Option Date; Amortisation Option Value: means an amount equal to the product of: (a) the number of Amortisation Option Shares, and (b) the Amortisation Option Share Price; Fixing Time: means 8.30 a.m. (London time); Purchaser: means the Counterparty or an Acceptable Third Party, as specified in the Amortisation Option Notice; 6 Relevant Price: means, in respect of an Amortisation Option Date, the price per Share agreed between the Counterparty, the Bank (provided that the Bank will consent if the agreed price will not result in breach or default by the Bank under any law or regulation to which it is subject) and (if applicable) the Acceptable Third Party; MERGER, DELISTING AND POTENTIAL ADJUSTMENT DEFINITIONS Merger Event: any consolidation, amalgamation or merger of the Issuer with or into another entity; Delisting Event: means any of the following: (a) all or a substantial part of the Shares or all the assets or substantially all the assets of the Issuer are nationalised, expropriated or are otherwise required to be transferred to any governmental agency, authority or entity, or (b) by reason of the voluntary or involuntary liquidation, bankruptcy or insolvency of, or any analogous proceeding affecting the Issuer, or by reason of any legal or regulatory restriction, a majority of the holders of the Shares becomes legally prohibited or restricted in transferring them or receiving value for them, in each case, other than in the circumstances of a solvent reconstruction, or (c) the majority of the Shares are suspended from quotation on the Exchange for a continuous period of more than 5 Exchange Business Days, or (d) the majority of the Shares are delisted from the Exchange or an announcement is made by the Issuer, the Exchange or any other regulatory or governmental agency, authority or entity that such delisting is to take place in circumstances where no other listing on a European stock exchange takes place at or prior to the time of such delisting; Potential Adjustment Event: means any of the following: (a) a subdivision, consolidation or reclassification of Shares; (b) a reconstruction of the Issuer; (c) a distribution of assets of the Issuer; 7 (d) a reduction of share capital of the Issuer; (e) any Non-Cash Distribution; or (f) any other event that may, in the opinion of the Calculation Agent, have a diluting or concentrative effect on the theoretical value of the Shares. 2. PAYMENTS (a) PAYMENTS TO BE MADE ON PAYMENT DATES On each Payment Date, the Counterparty shall pay to the Bank the Relevant Proportion of the Redemption Amount calculated in respect of such Payment Date. (b) PAYMENTS RELATING TO DISTRIBUTION AMOUNTS On each Distribution Settlement Date, the Bank shall pay to the Counterparty the relevant Distribution Amount. (c) PAYMENTS AND DELIVERIES RELATING TO THE AMORTISATION OPTION (i) Where the Purchaser is the Counterparty the Bank shall deliver, or procure the delivery of, the Amortisation Option Shares on the Amortisation Option Settlement Date to the Counterparty. (ii) Where the Purchaser is an Acceptable Third Party, the Bank shall deliver, or procure the delivery of, the Amortisation Option Shares on the Amortisation Option Settlement Date to the Acceptable Third Party, against payment by the Acceptable Third Party to the Bank of the Amortisation Option Value. For the avoidance of doubt, such delivery and payment shall be on a delivery versus payment basis. (iii) Where the Purchaser is an Acceptable Third Party, the Bank shall pay the Amortisation Option Value to the Counterparty on the relevant Amortisation Option Settlement Date. (d) PAYMENTS For the avoidance of doubt, the parties expressly confirm that all payments due between the parties on the same day (and which are set out separately above solely for ease of reference and calculation) shall be netted against each other, in accordance with Section 2(c) (payment netting) of the Agreement. The Calculation Agent shall calculate the amounts payable by each party to the other under this Clause 2 in accordance with this Agreement and by reference to the worked example annexed hereto and the net amount owing by one party to the other on any day on which a payment is due. Subject to Clause 5, the Calculation Agent's determination of the amounts payable by each party to the other under this Clause 2 and such net amount shall, in the absence of manifest error, be conclusive. 8 3. AMORTISATION OPTION (a) The Counterparty may serve by fax on the Bank one or more notices (each, an "AMORTISATION OPTION NOTICE") on any Exchange Business Day in respect of all or any of the Available Shares (subject as set out below) immediately prior to the time when such Amortisation Option Notice is served (or deemed to have been served pursuant to Clause 3(b) below). (b) Any Amortisation Option Notice must be served at or prior to the Fixing Time for it to be effective on that Exchange Business Day. Any Amortisation Option Notice served after such time will be deemed to take effect on the following Exchange Business Day. The day on which the Amortisation Option Notice takes effect shall be the "AMORTISATION OPTION DATE". Once served or deemed to have been served, an Amortisation Option Notice shall be irrevocable. (c) An Amortisation Option Notice shall specify the identity of the Purchaser and shall specify the number of Shares to which it relates, which shall be subject to a maximum amount equal to the lower of (v) the number of Available Shares on the Amortisation Option Date and (w) a number of Shares equal to the highest number of shares which does not trigger any notification obligations pursuant to the Dutch Disclosure of Major Holdings in Listed Companies Act 1996 (as amended) (both as regards capital interest and voting interest), and subject to a minimum amount equal to the lower of (x) 100,000 Shares and (y) the number of Available Shares on the Amortisation Option Date. The number of Shares so specified shall be the "AMORTISATION OPTION SHARES" in respect of that Amortisation Option Notice. With effect from the Amortisation Option Settlement Date, the number of Remaining Shares to which this Transaction relates shall be reduced by the number of Amortisation Option Shares relating to that Amortisation Option Settlement Date. (d) If by close of business on the sixth Exchange Business Day prior to the Maturity Date, the Available Shares have not been reduced to zero, an Amortisation Option Notice will be deemed to be served on the Bank by the Counterparty at the Fixing Time on the fifth Exchange Business Day prior to the Maturity Date specifying as the Amortisation Option Shares a number of Shares equal to the Available Shares on such Exchange Business Day and specifying the Counterparty as Purchaser. 4. DELISTING, MERGER AND POTENTIAL ADJUSTMENT EVENTS (a) Following the notification by either party to the other of any Delisting Event or Merger Event, each of the Bank and the Counterparty will use its respective reasonable endeavours to agree in good faith upon another exchange or other quotation system in respect of the Shares or to agree such other amendments to this Confirmation as may be necessary or desirable. If the Bank and the Counterparty fail to reach agreement within 5 Business Days from the date of any such notification, the Calculation Agent, acting in good faith, shall have the right (but not the obligation) to determine another exchange or other quotation system (if applicable) or to determine and make such amendments to this Confirmation as may be necessary, in each case subject to the provisions of Clause 5. If the Calculation Agent determines, acting reasonably and in good faith, that no 9 such replacement or amendments are possible so as adequately to restore the Transaction to its economic value to both parties immediately prior to such event, the Calculation Agent may terminate the Transaction. Such termination may be effected by the Calculation Agent, by giving not less than two nor more than 20 (twenty) Business Days' notice to the Bank and the Counterparty and designating a day not earlier than the day such notice is effective as an Early Termination Date in respect of any or all outstanding Transactions. Any such termination will take effect as if the Delisting Event or Merger Event were an Additional Termination Event with both parties as Affected Parties for the purposes of Section 6(e)(ii) of the Agreement. (b) Following the declaration by the Issuer of the terms of, or the occurrence of, any Potential Adjustment Event, the Calculation Agent, acting in good faith and subject to the provisions of Clause 5, shall determine (i) whether such Potential Adjustment Event will have a diluting or concentrative effect on the value of the Shares; and (ii) any adjustment(s) to be made to the terms of this Transaction to account for the effect of such Potential Adjustment Event and so that the value of the Transaction for both parties shall as nearly as possible remain unchanged. (c) Any adjustments determined pursuant to paragraph (b) above shall be made to the terms of this Transaction with effect from the date on which it is determined by the Calculation Agent that such adjustments should take effect. 5. CALCULATION AGENT The Calculation Agent shall make calculations, adjustments and determinations and carry out its other functions as provided in this Confirmation and the Agreement acting reasonably and in good faith, and shall promptly give written notice to the parties of such calculations, adjustments and determinations within the time required under this Confirmation. In the event of a dispute as to any calculation, adjustment, determination or other action of the Calculation Agent made under this Confirmation that has not been resolved by agreement between the parties and the Calculation Agent within a period of 10 (ten) Business Days, then payment shall be made in accordance with the decision of the Calculation Agent for the purposes of making payments within the time to be made under this Confirmation and the Agreement, but without admission of liability and without prejudice to the rights of the parties to continue to seek to resolve such dispute in such manner as it may think fit, including by reference to an independent third party or the English Courts. 6. PAYMENT CURRENCY AND VAT (a) All values and payments under this Transaction shall be determined in the Contractual Currency. The Calculation Agent shall calculate, and the relevant party shall pay, the net payment owed by one party to the other, as described in Clause 2(d) above, in the Contractual Currency. (b) All payments between the parties. are expressed to be net of any applicable value-added, sales or goods and services tax (together, "VAT"), which shall in all cases be in addition. In the event of any imposition of VAT, each party undertakes to each other to 10 use its best endeavours to mitigate the impact of any such imposition. In the event however that one party is obliged to impose VAT on a payment due to the other party, and no such mitigation is possible, the party obliged to impose such VAT shall gross-up so that the net amount received by the other party shall be the same as if no VAT had been imposed. 7. DISCLOSURE, STOCK EXCHANGE AND INSIDER TRADING REQUIREMENTS (a) The Bank and the Counterparty, each having taken its own advice in this regard, undertake to each other that they have each complied with, and will continue at all times to comply with all disclosure, registration and other obligations imposed by law or regulation on them respectively in all relevant jurisdictions and by all relevant stock exchanges in respect of any interest they may have in the Shares. (b) The Bank and the Counterparty mutually agree that they are entering into this Transaction as independent, at-arm's-length counterparties and undertake to each other neither to consult nor inform the other in relation to any matter affecting the Issuer, other than as specifically set out in this Confirmation (for example notifications by the Calculation Agent relating to Potential Adjustment Events) and for the purpose only of calculating payments due pursuant to this Confirmation. They further mutually recognise and agree that neither party has the right to direct or influence (formally or informally) the exercise of any voting or other rights attaching to any Shares which may from time to time be owned by the other party, and that neither party shall exercise any such rights in accordance with the directions, instructions or wishes of the other party. The Bank and the Counterparty confirm that there are no arrangements or understandings between the Bank and the Counterparty, whether written or oral and whether legally enforceable or not, which are inconsistent with, or which override, the terms of this Clause. (c) The Bank and the Counterparty further undertake to each other that they shall not in any way communicate to each other any information which may be classified as inside information (as such term is defined in section 56 of the United Kingdom Criminal Justice Act 1993 (as amended)) or its equivalent under any relevant jurisdiction ("Information") and shall not itself act on the basis of any such Information in relation to any notification to be given or other act to be performed under this Confirmation. (d) The Bank and the Counterparty further undertake to each other that they shall not do any act or engage in any conduct which would, were such act or conduct be done or carried out in the United Kingdom, be in breach of section 397 (misleading statements and practices) of the United Kingdom Financial Services and Markets Act 2000. 8. BANK'S AND COUNTERPARTY'S OBLIGATIONS Nothing in this Confirmation shall oblige the Bank or the Counterparty to take any action which is in contravention of applicable laws. 11 9. ACCOUNT DETAILS The account for payments to the Bank shall be: Lloyds Bank Plc, London (LOYDGB2L or Monument International Office Sort Code 30-96-34) Favour: Credit Agricole S.A. London Branch (AGRIGB2L) - A/C No. 01012852 Beneficiary: CAL FP Bank The account for payments to the Counterparty shall be: JP Morgan Chase Bank, Frankfurt (CHASDEFX) A/c No. 6231400604 For the accounts of JP Morgan Chase Bank, London (CHASGB2L) Favour account: 23738306 JP Morgan International Bank Limited, Brussels (JPMGBEBB) Reference: 8030450, Floscule B.V. 12 ANNEX WORKED EXAMPLE 1. IN THE EQUITY SWAP AGREEMENT AND SHARE PURCHASE AGREEMENTS "INITIAL SHARE PRICE": EURO 7.80 2. IN THE EQUITY SWAP "EFFECTIVE DATE" 2nd December 2002 "MATURITY DATE" 1st June 2005 "INITIAL SHARES" 5,500,000 Shares; "FEE" EURO 650,000 "INITIAL AMOUNT" EURO 43,550,000 means an amount equal to the aggregate of (a) the product of the Initial Share Price and the Initial Shares and (b) the Fee; "FINAL REDEMPTION AMOUNT" EURO 48,446,057 means an amount calculated in accordance with the following formula: Initial Amount*(1 + Initial Zero Coupon Rate + Margin)(^Mat) Margin 0.90% Mat number of days in the period from (and including) the Effective Date to (and excluding) the Maturity Date, divided by 365 912 / 365 = 2.498630137 Initial Zero Coupon Rate 3.4562% "REDEMPTION AMOUNT" means, in respect of any date (the "relevant date"), the Final Redemption Amount, discounted at a rate equal to the Zero Coupon Amount plus the Margin from the Maturity Date to the relevant date Amortisation option is served for 50% of the Initial Shares Price (Relevant Proportion = 50%) on the 1st June 2003. The Counterparty shall pay the Relevant Proportion X Redemption Amount, which implicitly is equal to 13 (FINAL REDEMPTION) Relevant Proportion x ------------------------------------ (1 + ZeroCouponRate + Margin)(Mat 2) Mat 2 = number of days between the 1st June 2003 and the Maturity = (731/365) = 2.00 EXAMPLE 1: If Zero Coupon Rate: 2.5% Redemption Amount: EURO 45,308,280 Payment: 50% X EURO 45,308,280 = EURO 22,654,140 EXAMPLE 2: If Zero Coupon Rate 3.4562%, unchanged Then, Redemption Amount EURO 44,480,656 Which is equivalent to the (Initial Notional)*(1+Initial Zero Coupon Rate +0.90%)^0.495890411 (0.495890411 being the (Number of days between the 1st June 2003 and 2nd December 2002)/365 Then Payment: 50% X EURO 44,480,656 = EURO 22,240,328 EXAMPLE 3: If Zero Coupon Rate: 5% Then, Redemption Amount EURO 43,191,502 Payment: 50% X EURO 43,191,502 = EURO 21,595,751 3. IN THE PUT AGREEMENT: "OPTION PRICE" EURO 4.4041870 (NOTIONAL + FEES)*(1 + INTEREST + MARGIN)(^Mat) ----------------------------------------------- (Initial Option Shares) Notional EURO 42,900,000 the product of (i) Initial Shares and (ii) the Initial Share Price specified in the Equity Swap Confirmation Fees EURO 650,000 Interest 3.4562% a rate equal to the Initial Zero Coupon Rate determined in accordance with the Equity Swap Confirmation Margin 0.90% 14 Mat 912/365 = 2.498630137 number of days in the period from (and including) the Effective Date to (and excluding) the Maturity Date, divided by 365 Initial Option Shares 11,000,000 = twice the number of Initial Shares as defined in the Equity Swap Confirmation Rem: Option Price X Initial Option Shares (under the Put Agt) = Final Redemption (under the Equity Swap) = EURO 48,446,057 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Yours sincerely, CREDIT AGRICOLE LAZARD FINANCIAL PRODUCTS BANK /s/ Fabrice Bodinier /s/ Shelley Kainth ----------------------------- ----------------------------- By: By: Name: Name: Title: Managing Director Title: Company Secretary Confirmed as of the date first above written: FLOSCULE B.V. /s/ Charlotte Andriesse ----------------------------- By: Name: Title: Managing Director 15