SHARE PURCHASE AGREEMENT between

SHARE PURCHASE AGREEMENT

between

the investors of Zurmont Madison Private Equity L.P, listed on Schedule 1a hereto and represented by the General Partner, Zurmont Madison GP Ltd., Ground Floor, Liberation House, Castle Street, St Helier, Jersey, JE2 3AT

hereinafter “Sellers 1”

CHD Coinvest Ltd.
Ground Floor, Liberation House, Castle Street, St Helier, Jersey, JE2 3AT

hereinafter “Seller 2”

the Management Shareholders, listed on Schedule 1b hereto

hereinafter “Sellers 3 ”

and

Lionbridge International
3 West Pier Business Campus
Dun Laoghaire, Co. Dublin, Ireland

hereinafter “Buyer”

Sellers and Buyer each a “Party”
collectively the “Parties”

for the sale and purchase of

100% of shares in Tuscany Holding AG, Risch

hereinafter “Tuscany”

and

30.7% of shares (subject to adjustment on or before the Pre-Closing Date) in CLS Corporate
Language Services Holding AG, Opfikon

hereinafter “CLS Holding”

Tuscany and CLS Holding each a “Target Company”
collectively the “Target Companies”

1

Table of Contents

2

PREAMBLE

This Share Purchase Agreement (“Agreement") is made and entered into as of November 9, 2014 by and among Sellers, and Buyer.

Whereas:

Now, therefore, the parties hereto agree as follows:

Capitalized terms used in this Agreement shall have the meanings ascribed to them in Exhibit 1.

The overall purchase price for the Shares, payable by Buyer to Sellers in accordance with this Section 2.2, consists of the following components, i.e. (a.) the CLSH Purchase Price and (b.) the Tuscany Adjustment, as defined hereinafter:

CHF 74,000,000.00 (in words: Swiss Francs 74 million/00, the CLSH Fixed Price);

plus or minus, as the case may be,

the “NWC Adjustment Amount”, which is the difference between (a) the net working capital amount as per December 31, 2014 (the Closing NWC Amount) and (b) the amount equal to of 5.3 per cent of the annual consolidated revenues of CLS Group Companies in 2014 (the NWC Target Level); . Subject to the application of the Tolerance Amount, if the NWC Adjustment Amount is a negative amount, the CLSH Net Cash Amount will be reduced by the NWC Adjustment Amount, and if the NWC Adjustment Amount is a positive amount, the NWC Adjustment Amount shall be added to the CLSH Net Cash Amount; it being understood that net working capital calculation shall include any unpaid salary and unpaid bonus obligations for the period of time up to 31 December 2014,

plus or minus, as the case may be,

The CLSH Purchase Price plus/minus the Tuscany Adjustment shall collectively be referred to as the Consideration.

The Consideration payable by the Buyer to the Sellers at Closing shall be CHF 68,635,970 (the Estimated Closing Purchase Price), consisting of:

The Consideration shall be finally determined on the basis of (i) the audited consolidated financial statements of CLS Holding as per December 31, 2014, and (ii) the audited financial statements of Tuscany as per December 31, 2014, ((i) and (ii) collectively the Closing Balance Sheets.

As soon as reasonably practicable, but by no later than 20 calendar days following the date the relevant audited financial statements are available, but in no event later than 31 May 2015, Buyer shall deliver to Sellers’ Representative the proposed Closing Balance Sheets, i.e., the proposed final determinations of the CLSH Net Cash Amount, the NWC Adjustment Amount (being understood that any positive or negative deviation which is lower than 2,0 per cent of the NWC Target Level shall be disregarded in the NWC Adjustment Amount (the Tolerance Amount) while any positive or negative deviation which exceeds 2,0 per cent shall be taken into account from the first Swiss Franc) and the Tuscany Adjustment, and the resulting Closing Purchase Price, all prepared on the same basis as the CLSH Net Cash Forecast (Exhibit 2.2.1.a) and the Tuscany Net Cash Forecast (Exhibit 2.2.1.b) (such statement, the Adjustment Statement).

The proposed Closing Balance Sheets and the Adjustment Statement shall be prepared in accordance with Swiss stock corporation law (Articles 620 et seq. CO and Articles 959 et seq. CO) and with the accounting policies, principles and practices of the Target Companies as adopted and applied by the Target Companies in the past audited financial statements, and in particular in line with the CLSH Net Cash Forecast (Exhibit 2.2.1.a) and Tuscany Net Cash Forecast (Exhibit 2.2.1.b).

In addition, in the preparation of the Closing Balance Sheet, irrespective of any applicable rules, in any net cash calculation net working capital shall exclude Seller’s Expenses, and liabilities (i) for interest bearing borrowed money (other than deposits, advances or excess payments accepted in connection with the sale of products or services in the ordinary course of business), (ii) evidenced by bonds, debentures, notes or similar instruments; (iii) under leases required to be accounted for as capital leases, (iv) any Tax payable with respect to any event or circumstance occurring prior to 1 January 2015; any liability or open payment related to Project Sunrise and (v) any earn-out payment and additional exit fee or other payment due to former shareholders of CLS 4text GmbH. In any net cash calculation, net cash shall include (i) tax prepayments and right for refunds plus (ii) a credit of CHF 500,000 for tax losses in CLS Communication AG, which may be for tax purposes off-set against future profits (under the assumption that the tax losses are at least CHF 4’000’000, and if less, such credit shall be adjusted proportionally).

When preparing the Closing Balance Sheets and the Adjustment Statement, Buyer shall closely cooperate with Seller, and Buyer will, and agrees to procure that the Target Companies will, grant to the person designated by the Sellers’ Representative, full access to all documents, information and working papers as well as personnel of the CLS Group Companies which are required for the preparation of the Closing Balance Sheets and the Adjustment Statement.

Within 30 (thirty) calendar days upon delivery to Sellers’ Representative of the proposed Closing Balance Sheets and the Adjustment Statement, Sellers’ Representative shall give notice to Buyer of any item or items it wishes to dispute together with the reasons for such dispute and a list of proposed adjustments (the Objection Notice). In the absence of an Objection Notice, the proposed Closing Balance Sheets, the Adjustment Statement, and the calculations and amounts set forth therein shall be final and binding.

In case of a timely delivery of an Objection Notice by Sellers’ Representative, Sellers and Buyer shall endeavour in good faith to resolve any objection within 20 (twenty) Business Days upon receipt by Buyer of Sellers’ Objection Notice. If they are unable to do so, either party shall be entitled to retain Grant Thornton, Zurich branch, as independent auditor (as “Schiedsgutachter” in accordance with article 189 Swiss Code of Civil Procedure, the Appraiser) to independently verify, on the basis set out in this Section, to the extent disputed, the proposed Closing Balance Sheets and the Adjustment Statement, with such decision to be rendered within two months.

Buyer shall procure that the Appraiser will be furnished with all documents and information relating to its assignment as the Appraiser may reasonably request. Based thereon, the Appraiser shall determine, to the extent disputed, the proposed Closing Balance Sheets, the Adjustment Statement, and the calculations and amounts set forth therein, such determination being final and binding for the Parties.

If the Closing Purchase Price (as finally determined pursuant to this Section 2.2.3) differs from the Estimated Closing Purchase Price, (i) Buyer shall pay to Sellers the aggregate amount, if any, by which the Closing Purchase Price exceeds the Estimated Closing Purchase Price or (ii) Sellers shall pay to Buyer the amount, if any, by which the Estimated Closing Purchase Price exceeds the Closing Purchase Price (provided that in the case of (ii), the difference up to CHF 1 million shall be paid out of the Closing Cash Escrow).

Buyer shall:

The payments of Buyer of the Consideration as further specified in this Section 2.2.4 to Sellers shall be made by wire transfer of immediately available funds to the account of Sellers’ Representative designated payment agent, as designated by the Sellers’ Representative to Buyer.

Sellers shall pay within five (5) Business Days following the final determination of the Closing Purchase Price pursuant to this Section 2.2.4 to Buyer, an amount equal to the negative difference of the Closing Purchase Price less the Estimated Closing Purchase Price, if any (provided that in the case of any difference up to CHF 1 million shall be paid out of the Closing Cash Escrow).The payment of Sellers shall be made by wire transfer of immediately available funds to the account of Buyer, i.e., Lionbridge International, to the account with Allied Irish Bank (AIB) account number 82020307,IBAN/ABA: IE07AIBK93208682020307 , Swift AIBKIE2D.

The respective obligations of the Parties to effect the transactions contemplated under this Agreement shall be subject to the satisfaction or waiver by all Parties, on or before the Long Stop Date, of the following conditions:

Sellers have received a tax ruling to the satisfaction of Sellers from the competent Swiss tax authorities (the “GmbH Tax Ruling”), which covers all aspects of the conversion of the Target Companies into GmbHs between Pre-Closing and Closing. The GmbH Tax Ruling shall be prepared and filed by Sellers’ counsel in consultation with Buyer’s counsel, and any and all costs in connection with the preparation and filing of the GmbH Tax Ruling shall be borne by Buyer.

The obligation of the Buyer to purchase the Shares shall be subject to the satisfaction or waiver by the Buyer on or prior to the Pre-Closing Date of the following conditions:

No later than 30 days prior to the Pre-Closing, Seller shall designate and empower (through a power of attorney or otherwise) EY as its agent (or any other agent acceptable to Buyer) to file on its behalf a Form 8832 with the U.S. Internal Revenue Service on behalf of the Target Companies, it being understood that Buyer shall reimburse the Sellers and the Sellers’ Representative for all external costs incurred in this context.

Prior to the Pre-Closing, each Party shall inform the other Party immediately upon becoming aware of any fact or matter that constitutes or could reasonably be expected to constitute a breach or non-satisfaction of the conditions set forth in Sections 3.2.2 or 3.2.3 . At any time prior to the Pre-Closing, (a) the Sellers’ Representative (on behalf of the Sellers) and the Buyer may jointly waive in writing in whole or in part the conditions set forth in Section 3.2.1, the Seller may waive in writing in whole or in part the condition set forth in Section 3.2.2, and the Buyer may waive in writing in whole or in part the condition set forth in Section 3.2.3.

This Agreement may be terminated prior to the Pre-Closing as follows:

All actions required to be taken at the Pre-Closing in accordance with Sections 3.3.1, 3.3.2 and 3.3.3 shall be deemed to have occurred simultaneously as part of a single transaction and the Pre-Closing shall not be deemed to have occurred until all such actions have been completed by the Parties.

At the Pre-Closing:

At the Pre-Closing, Buyer shall deliver to the Sellers’ Representative:

At the Pre-Closing, Sellers and Buyer shall:

Unless specifically otherwise provided herein, the Parties undertake to use their commercially reasonable best efforts to procure that:

The respective obligations of the Parties to effect the transactions contemplated under this Agreement shall be subject to the satisfaction or waiver by all Parties, on or before the Long Stop Date, of the following condition:

At the Closing Date, Sellers shall cause the Target Companies to deliver an extract of the register of commerce (in pdf form) showing that the conversion of the Target Companies into a GmbH in the register of commerce has been entered into the respective register of commerce.

At Closing, the Pre-Closing Escrow Agent shall transfer in accordance with the provisions of the Pre-Closing Escrow Agreement the portion of the Consideration held in escrow to the Sellers’ Representative and shall deliver the shares certificates representing 100 per cent of the share capital of Tuscany and the shares certificates, representing the CLSH Shares, to the Buyer.

Promptly after the date of this Agreement, Buyer shall prepare at its own costs all required documents so that each of CLS Corporate Language Services Holding and Tuscany Holding AG are converted into a GmbH and shall have those documents pre-approved by the respective commercial registers. Seller shall cause the Target Companies, whereby any external costs shall be borne by the Buyer, to deliver all information and documentation required for such conversion.

Sellers and Buyer shall continue to explore alternative route as to Closing mechanism and procedures in Section 3 and 4, whereby each Seller grants power of attorney to the Seller’s Representative to agree and implement any such alternative on behalf of such Seller.

Sellers shall procure that Project Sunrise will be fully accomplished prior to Closing Date, i.e. (i) a new legal entity located in Shanghai, PRC, which is fully owned (100 per cent) by CLS Communication Asia Pacific Pte Ltd. (the Subsidiary located in Singapore) has been duly formed under the applicable laws of PRC, (ii) the contracts with the customers and personnel of CLS Communication (Shanghai) Co. Ltd., PRC, have been terminated and new contracts with such customers and personnel entered into by the new legal entity, and (iii) 100% of the shares in CLS Communication (Shanghai) Co. Ltd. have been sold to a third party.

Sellers’ legal counsel, in cooperation with Buyer’s legal counsel, shall prepare a closing memorandum which describes the Closing Actions pursuant to Section 3.3.1, 3.3.2 and 3.3.3 and which shall serve to the parties as evidence for the closing of the transactions contemplated under this Agreement (the Pre-Closing Memorandum). By executing the Pre-Closing Memorandum, the Parties certify that all actions required to be taken at the Pre-Closing and all conditions precedent to the Pre-Closing in accordance with Section 3 have been met.

In the event that the Closing has not occurred on the Long Stop Date II, either the Sellers’ Representative (acting on behalf of all Sellers) or the Buyer may terminatethis Agreement by giving written notice to other Party, unless the Buyer undertakes by written offer delivered to the Sellers’ Representative within one Business day after the Long Stop Date II to implement the transaction under this Agreement without the GmbH conversion, but without any material changes to other terms of this Agreement and within the subsequent five Business Days..

In the event that this Agreement is terminated in accordance with this Section 4.7, the Pre-Closing Escrow Agent shall release (i) all amounts in escrow to the Buyer and (ii) the share certificates of the Target Companies to the Sellers’ Representative (on behalf of the Sellers).

Immediately after Closing, Buyer shall procure that the Sellers registered as shareholders (or the Pre-Closing Escrow Agent holding such Shares on behalf of the Sellers) of any Target Company converted into a GmbH shall be deregistered in the respective register of commerce as shareholders of such Target Company.

Subject to the limitations set forth in Section 8, each Seller acting individually and not jointly hereby represents and warrants to the Buyer that the following representations and warranties are true and correct as of the date of Closing Date.

Each Seller hereby represents and warrants to Buyer that the following representations and warranties relating to CLS Holding, Tuscany and its Subsidiaries are true and correct as of the date of this Agreement, and the Closing Date except to the extent such representation and warranty expressly relates to a specific date only (in which case such representation and warranty shall be true and accurate as of such date only).

Irrespective of the content of the individual representations and warranties set forth in Section 6, any representation and warranty shall be limited or excluded, as the case may be, by any matter or information that is disclosed in:

(All documents referred to in Section 6 a) through c) collectively the Disclosed Documents).

The information contained in the Disclosed Documents shall be deemed fairly disclosed to the Buyer, and shall operate as an exception to Sellers’ representations and warranties as set forth in Section 6, and exclude the remedies of Buyer as set out in Section 8. The concept of fair disclosure as defined herein shall supersede article 200 CO. For the purposes of this Section 6 and taking into account that the Disclosed Documents incorporate documents which are governed by several different laws and are drafted in several different languages, “fairly disclosed” shall mean a disclosure of a fact or matter or other information in a document disclosed by the Sellers to Buyer in a manner that would allow a reasonably diligent, knowledgeable, professionally advised and well informed buyer from a similar industry sector to reasonably identify and discern the relevance or risk implication of such matter, fact or circumstance, including the magnitude and probability of such risk.

Since September 30, 2014 there has occurred no event or development which has had, or would reasonably be expected to have, a Material Adverse Effect.

Neither CLS Holding, nor Tuscany nor Any Subsidiary own nor, during the three years prior to Closing, have owned any Real Property.

CLS Holding has made available to the Buyer complete and accurate copies of the Leases. With respect to each Lease:

There is no Legal Proceeding against any of the CLS Group Companies of an amount exceeding CHF 50,000.00 (in words: Swiss Francs fifty thousand) pending or, to the best knowledge of Sellers, threatened with respect to the Business or which in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated by this Agreement. There are no judgments, orders, awards or decrees outstanding with respect to the Business against any Seller that would reasonably be expected to have a Material Adverse Effect.

No CLS Group Company is a party to or bound by any court order, administrative order, consent order or other agreement with any Governmental Entity entered into in connection with any legal obligation or liability arising under any Environmental Law and proceedings are pending or threatened in writing as to the previous ownership of any Real Estate.

Each CLS Group Company is currently conducting, and has at all times within the past twenty-four (24) months conducted, the Business in compliance with each applicable law (including rules and regulations thereunder) of any Governmental Entity, except for any violations or defaults that have not had and would not reasonably be expected to have a Material Adverse Effect. Each directors and officers of any of the CLS Group Companies, is currently conducting, and has at all times within the past twenty-four (24) months conducted, the Business in compliance with each applicable law (including rules and regulations thereunder) of any Governmental Entity, except for any violations or defaults that have not had and would not reasonably be expected to have a Material Adverse Effect. No CLS Group Company nor any of their respective directors, officers, agents or employees or any other person acting for or on behalf of any of them has, directly or indirectly, at any time used funds, in connection with the Business, for any illegal purpose or in violation of any law, including, without limitation, the making of any unlawful payment, contribution, bribe or kickback to any person affiliated with any political party or government, except for such illegal actions or violations of law that have not had and would not reasonably be expected to have a Material Adverse Effect. No CLS Group Company has violated any law concerning the export or re-export of any products or services or the prohibited boycott of any country, except for any violations that have not had and would not reasonably be expected to have a Material Adverse Effect.

Each CLS Group Company has obtained the Permits required to conduct the Business as presently conducted by each CLS Group Company. Each such Permit is in full force and effect; the applicable Subsidiary is in compliance with the terms of each such Permit; and, to the best knowledge of Sellers, no suspension or cancellation of such Permit is threatened and there is no basis for believing that such Permit will not be renewable upon expiration, other than, in each case, where the failure to be in full force and effect, in compliance therewith, or any suspension or cancellation thereof, would not reasonably be expected to have a Material Adverse Effect. Other than as would not reasonably be expected to have a Material Adverse Effect, each Permit held by the CLS Group Companies will continue in full force and effect immediately following the Closing.

No Seller (and no Affiliate of any Seller) (i) owns any material property or right, tangible or intangible, which is used in the Business, (ii), as per Closing Date, has any material claim or cause of action against any CLS Group Company, or (iii) owes any money to, or is owed any money by, any Subsidiary, except for current employment liabilities under on-going employment contracts of Sellers.

No Seller, CLS Holding, Tuscany or Subsidiary has any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

All accounts receivable of the Business in an amount in excess of CHF 50,000 or local equivalent per customer reflected on the balance sheet as per June 30, 2014 (other than those paid since such date) are valid receivables and are not subject to any contest, claim or set-off by such account debtor. All accounts receivable of the Business in an amount in excess of CHF 50,000 that have arisen since the December 31, 2013 are valid receivables and are not subject to any contest, claim or set-off by such account debtor. No CLS Group Company has received any written notice from an account debtor stating that any account receivable in an amount in excess of CHF 50,000 is subject to any contest, claim or set-off by such account debtor.

CLS Holding has made available to the Buyer a list of all material insurance policy (including fire, theft, casualty, commercial general liability, workers compensation, employer’s liability, business interruption, environmental, director and officer liability, product liability and automobile insurance policies and bond and surety arrangements; but shall not include any mandatory employee benefit or mandatory social security contribution that are required by statutory applicable law.) relating to the Business as of the date hereof. All material insurance policies are in full force and effect. There is no material claim pending with an amount of CHF 100,000 per each case under any such policy as to which coverage has been denied or disputed by the underwriter of such policy. All premiums due and payable as well as any taxes under all such policies have been paid, to the best knowledge of Sellers, and the CLS Group Companies are otherwise in compliance in all material respects with the terms of such policies. To the best knowledge of Sellers, there is no threatened termination of, or premium increase with respect to, any such policy.

So far as the Sellers are aware, no fraudulent or dishonest acts have been committed by any employee of any CLS Group Company which could prejudice any CLS Group Company’s ability to obtain insurance or maintain relevant regulatory approvals.

In respect of the insurances referred to in paragraph 6.9:

During the three years prior to Closing, no individual claims which have given rise to an insurance claim in excess of CHF 50’000 have been made against a CLS Group Company in relation to any products or services which have been sold or supplied by a CLS Group Company.

Immediately prior to the execution of this Agreement, CLS Holding has made available to the Buyer a list of each customer of the Business that accounted for more than CHF 1,000,000 of gross sales of the Business for the year ended December 31, 2013. No such customer has indicated in writing within the past twelve (12) months that it will stop, or materially decrease the volume, outside of existing contracts or the Ordinary Course of Business, of buying services from the Business.

Buyer represents and warrants as follows:

set forth in Section 5 and 7

The liability of the Indemnifying Party under this Agreement shall be excluded:

The question of whether or not a reduction of Taxes payable by the Buyer or any of the CLS Group Companies will be treated as a reduction of Loss will be referred to the arbitrators pursuant to Section 13.12.

Without prejudice to the terms of this Agreement, damages for breach of any obligation of Sellers shall be assessed on the basis of the amount necessary to put Buyer in the financial position it would have been if the relevant breach had not occurred. In the case of liability for the Seller’s Warranties (and without double counting with the content of the preceding sentence) damages shall include the amount necessary to put the CLS Group Companies into the financial position that the CLS Group Companies would have been in if the relevant breach of Sellers’ representations and warranties had not occurred.

Any payment made by Sellers pursuant to Section 8 shall, to the maximum extent possible, be deemed to be a reduction in the Consideration (as adjusted in accordance with this Agreement).

If:

Buyer shall, promptly following receipt of the Third Party Sum by it or the Target, repay to Sellers an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment.

Immediately following Closing, Buyer hereby undertakes to cause the relevant shareholders of the CLS Group Companies to vote in favour of the full and complete discharge of the directors and officers of the CLS Group Companies for the period up to Closing.

Buyer declares in terms of article 112 of CO vis-à-vis all directors and officers of the CLS Group Companies, and Buyer shall not make, or shall procure, that the CLS Group Companies shall not make, any claim against any directors and officers of the CLS Group Companies in connection with the transaction contemplated by this Agreement.

The provisions of this Section 8, including but without limitation, the right to cure, the notice requirement, the term of the representations and warranties, the exclusion of liability and the treatment of third party claims, shall mutatis mutandis (by analogy) apply in case of a misrepresentation or breach of representation or warranty of Buyer pursuant to Section 7.

The remedies of this Section 8 shall be in lieu of, and not in addition to, the remedies provided for under the applicable statutory law. The Parties hereby waive, to the fullest extent admissible, any such other remedies provided for under the applicable statutory law. In particular, and without limitation to the foregoing, the Parties explicitly waive (i) any and all rights pursuant to Articles 192 et subseq. and 197 et subseq. CO as well as Article 97 et subseq. CO and Article 107 para. 2 CO and the rules of culpa in contrahendo, (ii) the right of contract rescission under Article 205 CO (Wandelung), , (iii) the right to challenge the validity of this Agreement for fundamental error under Article 24 paras. 1 to 4 CO, (iv) the exclusion of liability for defects known by the buyer as set forth in Article 200 CO, and (iv) the time limitations set forth in Article 210 CO. For the avoidance of doubt, nothing in this Agreement shall limit a Party in asserting claims based on fraudulent misrepresentation pursuant to Article 28 CO (Täuschung) and Article 199 CO.

Buyer acknowledges and confirms that any and all facts and circumstances of importance in terms of Article 24 CO to enter into this transactions contemplated under this Agreement have been asked for during the due diligence and are disclosed in the Disclosure Documents.

it being understood that the covenant of this Section 9.2a) ceases if the employer terminates the employment relationship without the concerned Restricted Seller having given him any important cause to do so, or if the concerned Restricted Seller terminates the employment relationship for good cause attributable to the employer.

no communication was made specifically by (or on behalf of, at the direction of, or with the approval or knowledge of) the Restricted Sellers to relevant any officers or employees of the Company directing them to the fact that such public advertisement was so made or indicating that they should make any such enquiry.

Following the date of this Agreement, all public announcements or press releases issued in connection with the transactions contemplated by this Agreement shall only be published after Buyer and Sellers shall have consulted and agreed on the contents of such public announcements or press releases. Nothing in this Agreement shall restrict or prohibit:

If applicable, each party shall pay the Swiss securities transfer tax (Umsatzabgabe) of the Consideration for the Shares, payable in connection with the transactions contemplated under this Agreement which such party is incurring.

In the event that Buyer takes in the five year period after the Closing Date any actions which may be determined by the Swiss Federal and / or Cantonal Tax Authorities to qualify as indirect partial liquidation, the provisions of this Section 12.2 shall apply. For the avoidance of doubt, the term indirect partial liquidation shall be construed in line with Art. 20a Direct Federal Tax Act (Bundesgesetz über die direkte Bundessteuer), Art. 7a Federal Tax Harmonization Act (Steuerharmonisierungsgesetz) and the respective cantonal regulations and circular letter 14 of November 6, 2007 of the Swiss Federal Tax Administration as interpreted and practiced by the competent tax authorities from time to time.

The Buyer shall use commercially reasonable best effort to receive, prior to implementing any measures as set forth in the precedent paragraph, a tax ruling confirming that there will be no adverse indirect partial liquidation taxation for the Sellers. The submission of a respective tax ruling is, however, subject to Sellers’ Representative consent, such consent not to be unreasonably withheld or delayed. Furthermore, Buyer shall inform Sellers about the outcome of such ruling request.

The Buyer shall indemnify and hold Sellers harmless from and against all taxes in the case of a taxation upon indirect partial liquidation. The Buyer shall indemnify and hold Sellers harmless from any and all reasonable costs incurred as a direct result of Sellers’ action relating to a tax liability pursuant to the preceding sentence which the Seller has not actually paid.

The Buyer shall in the case of a subsequent disposal of share interest in the Company include the same restrictions and the obligation to include such clause in any subsequent SPA during the five year blocking period counted as per Closing.

Each Seller shall inform the Buyer immediately once he / she has knowledge of a taxation due to an indirect partial liquidation. Each Seller hereby grants the Sellers’ Representative with a power of attorney related to the tax matters described in this Section 12.12.

Each Party shall bear its own costs and expenses (including advisory fees) incurred in the negotiation, preparation and completion of this Agreement.

Notwithstanding the foregoing, if a Party has caused this Agreement not to be consummated by a fraudulent or grossly negligent act or behavior, it shall reimburse the other Party or Parties for all costs and expenses incurred by such Party or Parties in view of this Agreement, including without limitation fees of legal and financial advisors, reasonable out-of-pocket expenses, and any other direct damages suffered as a result of a failure to close this Agreement.

No person other than the Parties shall have any rights or benefits under this Agreement, and nothing in this Agreement is intended to confer on any person other than the Parties hereto any rights, benefits or remedies.

Neither Party shall be entitled to set-off any claim made by the other Party under or in connection with this agreement against a claim it has itself against such other Party, regardless of whether such counter-claim has arisen under or in connection with this agreement or otherwise.

All notices or other communications to be given under or in connection with the Agreement shall be made in writing and shall be delivered by registered mail and by telefax to the following addresses:

if to Buyer:

Lionbridge International
3 West Pier Business Campus
Dun Laoghaire, Co. Dublin, Ireland

with copies (which shall not constitute a notice) to:

Lionbridge Technologies, Inc.
to the General Counsel
1050 Winter Street, Waltham, MA 02451, United States of America

with copies (which shall not constitute a notice) to:
VISCHER Ltd.
attn. Dr. Matthias Staehelin
Aeschenvorstadt 4
4010 Basel
Switzerland
fax: +41 58 211 33 10

if to Sellers:

Sellers’ Representatives:

Wenger & Vieli Ltd.
Dufourstrasse 56
P.O. Box 1285
CH-8034 Zurich
Switzerland
fax: +41 58 958 59 59
e-mail: c ***@***
attention: Dr. Christoph Schmid

This Agreement, including the Schedule, the Exhibits and any other documents referred to herein, constitutes the entire agreement and understanding among the parties with respect to the subject matter hereof, and shall supersede all prior oral and written agreements or understandings of the parties relating hereto. This Agreement, including the Schedule, the Exhibits and any other documents referred to herein, shall be binding on all successors and assignees of the parties hereto. All references to this Agreement shall be deemed to include the Schedule and the Exhibits hereto.

The Sellers, together being all parties to the Shareholders’ Agreement, agree that in case of a conflict or inconsistencies between the provisions of this Agreement and the Shareholders’ Agreement, this Agreement shall prevail and the Sellers hereby grant all consents and waivers required by the Shareholders’ Agreement in view of the conclusion and implementation of this Agreement.

This Agreement may only be modified or amended by a document signed by all parties. Any provision contained in this Agreement may only be waived by a document signed by the party waiving such provision.

The Parties shall not assign this Agreement or any rights or obligations hereunder to any third party without the prior written consent of Sellers’ Representative (if the assignment is proposed to be undertaken by Buyer) or the Buyer (if the assignment is proposed to be undertaken by Sellers), or Buyer and Sellers (if the assignment is proposed to be undertaken by any or several Sellers). Notwithstanding the foregoing, the Buyer shall be entitled to freely assign any and all rights and/or obligations under this Agreement to any third party for financing purposes as long as it remains for any transferred obligations jointly liable.

Should any part or provision of this Agreement be held to be invalid or unenforceable by any competent court, governmental or administrative authority having jurisdiction, the other provisions of this Agreement shall nonetheless remain valid. In this case, the parties shall endeavor to negotiate a substitute provision that best reflects the economic intentions of the parties without being unenforceable, and shall execute all agreements and documents required in this connection.

The Parties undertake to keep all information obtained in the course of the due diligence and in any negotiations and discussions prior to or after Closing in strict confidence, and further undertake not to disclose any such information to third parties, and all parties to this Agreement shall in all respects keep confidential and not at any time disclose to anyone or use for their own or any other person’s benefit or to the detriment of the other Party or Parties any confidential information, in each case unless:

The existing confidentiality agreement, executed by the Parties, shall be fully replaced by this Section 13.9 and shall be terminated as of the date of this Agreement.

Notwithstanding the foregoing, the Parties are entitled to disclose all information obtained in the course of the due diligence and in any negotiations and discussions prior to or after Closing to their legal and financial advisors, as well as their lenders.

This Agreement shall be exclusively governed by and construed in accordance with the substantive laws of Switzerland, with the exclusion of the Vienna Convention on the International Sale of Goods dated April 11, 1980.

Any dispute, controversy, or claim arising out of, or in relation to, this agreement, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with arbitration rules of the International Chamber of Commerce (ICC) in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules.

The number of arbitrators shall be three. The seat of the arbitration shall be London, England. The arbitral proceedings shall be conducted in English.

[Remainder of Page Intentionally Left Blank; Signature Page to Follow.]

3

Zurich, 9 November 2014

Sellers1:

Zurmont Madison Private Equity LP

4

5

6

Exhibit A – Ownership Structure Target Companies

The interests in Tuscany are held by:

The interests in CLS Holding are held by:

7

Exhibit B – Subsidiaries

The Subsidiaries are located in:

8

Exhibit 1 – Definitions and Interpretation

Capitalized terms in this Agreement have the meanings assigned to them as follows:

*****

9