Share Pledge Agreement

Exhibit 10.14

SHARE PLEDGE AGREEMENT



This Share Pledge Agreement (the " Agreement ") is made as of May 13, 2008 and among:



(a) LAKELAND DO BRASIL EMPREENDIMENTOS E PARTICIPAc7d5ES LTDA. , a limited company ( sociedade emprese1ria limitada ) duly organized and existing in accordance with the laws of Brazil, with its head office in the City of Se3o Paulo, State of Se3o Paulo, at Av. Bernardino de Campos, 98, sala 09, 14ba andar, CEP 04004-040, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under no. 09.484.003/0001-12, herein duly represented in accordance with its Articles of Association (together with its successors and permitted assigns, " Grantor ");



(b) LAKELAND INDUSTRIES, INC. , a Delaware corporation, with its registered office at 701-07 Koehler Avenue, Ronkonkoma, New York 11779, herein represented by its duly authorized signatories (the " Borrower ");



(c) WACHOVIA BANK , National Association, duly organized and existing in accordance with the laws of New York, with its registered office at 12 East 49th Street, 43 rd Floor, New York, New York 10017, (the " Bank "), represented in accordance with its corporate documents; and



(d) QUALYTEXTIL S/A , a corporation ( sociedade por ae7f5es ), duly organized and existing in accordance with the laws of Brazil, with its head office in the City of Salvador, State of Bahia, at Rua Luxemburgo, s/n.ba, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, Se3o Caetano, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under no. 04.011.170/0001-22, herein represented in accordance with its Charter Documents (together with its successors and permitted assigns, " Qualytextil ");



W I T N E S S E T H :



WHEREAS, pursuant to the Loan Agreement, dated July 7, 2005, as amended by the Third Modification Agreement and Reaffirmation of Guarantee dated of even date hereof entered into by and between the Borrower and the Bank (as amended, supplemented, restated or otherwise modified and in effect from time to time the "Credit Agreement"), the Bank has agreed to loan to Borrower a $ 30,000,000 revolving line of credit to be used for the purchase by Grantor of the totality of shares of Qualytextil;



WHEREAS, after the execution of a Share Purchase Agreement by and among Borrower, Qualytextil, its shareholders and Grantor, Grantor shall be the legal owner of 1,507,701 shares, being 1,492,624 shares of common stock and 15,077 shares of Class A preferred stock, without par value, representing, in the aggregate, 100% of the Capital Stock of the Qualytextil;







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WHEREAS, it is a condition precedent of the Credit Agreement that Borrower causes to be created in favor of the Bank, a security interest over the totality of shares of Qualytextil to secure Borrower's obligations arising from the Credit Agreement;



WHEREAS Qualytextil have agreed to pledge its totality of shares in all of its forms in favor of the Bank;



WHEREAS, it is a condition precedent to the obligations of the Bank to grant the Loans under the Credit Agreement that this Agreement shall have been executed and delivered and shall be in full force and effect.



NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants contained herein, the parties hereto agree as follows:



1. Defined Terms .



(a) Capitalized terms used and not otherwise defined in this Agreement are used herein with the same meanings ascribed to such terms in the Credit Agreement. All terms defined in this Agreement shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.



" Obligations " means all debts, liabilities and obligations of any kind (monetary or otherwise, whether absolute or contingent, matured or unmatured) of the Borrower now existing or hereafter arising under or in connection with the Credit Agreement, and the principal of and premium, if any, and interest (including interest accruing during the pendency of bankruptcy or insolvency proceeding) on the loans made to the Borrower thereunder.



" Lien " means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in property, or other priority or preferential arrangement of any kind or nature whatsoever, to secure payment of a debt or performance of an obligation.



" Person " means any natural person, corporation, limited liability company, partnership, joint venture, association, trust or unincorporated organization, governmental authority or any other legal entity, whether acting in an individual, fiduciary or other capacity.



" Pledged Shares " shall have the meaning ascribed to such term in Section 2(ii).



" Secured Obligations " shall have the meaning ascribed to such term in Section 2.



" Secured Parties " means the Bank and, in each case, its respective successors, transferees and assigns.



" Shares " shall have the meaning ascribed to such term in Section 2(i).







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2. Pledge; Grant of Security Interest . In order to secure the full and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Obligations, which, for the purposes of Article 1,424 of the Brazilian Civil Code, are described in Schedule A hereto (and which Borrower hereby acknowledges and recognizes for all legal purposes), and all of the obligations of Borrower owing to the Bank (collectively, the " Secured Obligations "), Grantor hereby pledges to the Secured Parties, pursuant to the provisions of Articles 1,451 et seq. of the Brazilian Civil Code (Federal Law no. 10,406/02) and Article 39 of Federal Law no. 6,404/76 (the Brazilian Corporations Act, as amended), the following, whether now existing or hereafter acquired:



(i) 1,507,701 of the shares held by Grantor, as indicated in Schedule B hereto (as amended from time to time), representing on the date hereof the percentage of 100% of the Capital Stock of the Qualytextil (the " Shares ");



(ii) all additional shares in the Capital Stock of the Qualytextil which may from time to time be subscribed, purchased or acquired by Grantor in any manner (including, but not limited to, any additional shares acquired by consolidation, merger, exchange of stock, stock split, or corporate reorganization or otherwise), whether or not in addition to, in substitution of, as a conversion of or in exchange for any shares of the Qualytextil held by Grantor, together with all options, warrants or rights of any nature whatsoever that may be issued or granted by the Qualytextil to Grantor in respect of its interest in the Qualytextil while this Agreement is in effect (" Additional Shares " and, together with the Shares , the " Pledged Shares "); and



(iii) all profits, income, cash, rights, distributions, interests on capital and all other amounts received, receivable or otherwise distributed to it upon any collection, exchange, sale or other disposition of any of the Pledged Shares, and any property into which any of the Pledged Shares is converted (including any deposits, securities or negotiable instruments).





3. Registration of the Pledge of the Pledged Shares .



(a) Grantor shall (i) establish a first priority security interest over the Pledged Shares by registering this Agreement, within 20 (twenty) days of the execution date hereof (or of any Amendment, as the case may be), and any amendment to this Agreement within 20 (twenty) days of the execution date thereof, with the relevant Registry of Titles and Deeds ( Cartf3rio de Registro de Tedtulos e Documentos ) in Brazil, pursuant to Article 130 of Federal Law no. 6,015/73 (Public Registry Act, as amended) , and (ii) promptly furnish to the Bank evidence of such registration in form and substance reasonably satisfactory to the Bank.All expenses incurred in connection with such registrations shall be borne by the Borrower.



(b) If any Pledged Shares are held in custody by a third party, immediately after the execution of this Agreement, or any issuance, receipt or acquisition of any Additional Shares, Grantor shall furnish to the Bank a statement of the custody account with the







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custodian of the Pledged Shares evidencing the first priority pledge created hereunder in form and substance reasonably satisfactory to the Bank.



4. Representations and Warranties . Grantor represents and warrants to each Secured Party as of the date hereof, as of the date of any Amendment and as of the date of any Disbursement or any other date that the following representations and warranties are required to be made or are deemed to be made pursuant to this Agreement, to the Credit Agreement or any other financing document, that:



(a) the Grantor and the Qualytextil are corporations duly organized and validly existing and in good standing under the laws of Brazil, and they have all requisite corporate power, authority and legal right under the laws of such jurisdiction to enter into and perform their obligations under this Agreement;



(b) No consent, approval, authorization or other order of any Person is required for (i) the legality, validity, perfection or enforcement of the security interest created hereby; (ii) the execution and delivery of this Agreement by the Borrower, by the Grantor and the Qualytextil, or (iii) for the exercise by the Secured Parties of the remedies in respect of the Pledged Shares pursuant to this Agreement, except (x) consents, approvals, authorizations or other orders that shall be obtained as set forth herein and (y) as may be required in connection with the disposition of the Pledged Shares by laws affecting the offering and sale ...