Second Ranking Share Pledge Agreement

SECOND RANKING SHARE PLEDGE AGREEMENT











BETWEEN :





INDUFLEX HOLDING



(the Pledgor )





AND :





ROGERS CORPORATION ,



(the Beneficiary )









WITH RESPECT TO THE SHARES IN



ROGERS INDUFLEX NV













31 October 2008









SECOND RANKING SHARE PLEDGE AGREEMENT



BETWEEN:



(1) INDUFLEX HOLDING , a Belgian company with registered office at Ottergemsesteenweg 799, 9000 Ghent (Belgium) and registered with the Crossroads ING Bank of Enterprises under enterprise number 0807.149569,



(the " Pledgor " or the " Buyer ");



AND:



(2) ROGERS CORPORATION , a Massachusetts corporation having its headquarters at One Technology Drive, Rogers, CT 06263,



(the " Pledgee " or the " Beneficiary ");



WHEREAS:



(A) On 31 October 2008, the Pledgor as the buyer and the Pledgee as the seller have entered into a stock purchase agreement with respect to all of the shares in Rogers Induflex NV (formerly UCB Induflex NV), a company limited by shares (" naamloze vennootschap " / " socie9te9 anonyme ") incorporated and validly existing under Belgian law, with registered offices at Ottergemsesteenweg 799, 9000 Ghent (Belgium) and registered with the Crossroads Bank of Enterprises under enterprise number 0427.693.784 (the " Company ") (the " Stock Purchase Agreement ").




(B) Pursuant to Article 2.f ( Purchase and Sale of Shares - Security and Subordination ) of the Stock Purchase Agreement, the Pledgor has undertaken to secure all amounts payable by it under the Stock Purchase Agreement by way of a pledge on the shares in the Company.




(C) The Pledgor owns 6,036 registered shares in the Company, representing 100% of the issued shares of the Company.




(D) On or around 31 October 2008, the Pledgor and ING Bank have entered into a first ranking share pledge agreement with respect to 100% of the shares in the Company (the " First Ranking Share Pledge Agreement ") as security for any and all obligations owing by the Pledgor to ING Bank arising out of or in connection with a credit agreement between the Pledgor and ING Bank dated 31 October 2008.









(E) It is a condition under the Stock Purchase Agreement that this second ranking pledge be granted by the Pledgor, subject to the terms and the conditions of this agreement (the " Agreement ").




IT HAS BEEN AGREED AS FOLLOWS:



1. DEFINITIONS




1.1 Definitions




In this Agreement, unless the context otherwise requires:



1872 Law means the Belgian law of 5 May 1872 on commercial pledges.



2004 Law means the Belgian law of 15 December 2004 on financial collateral.



Enforcement Event means a breach by Buyer of any of its obligations and liabilities vis-e0-vis the Beneficiary pursuant to Clause 2(b) (ii), (iii) and (iv) or pursuant to Clause 2(g) of the Stock Purchase Agreement provided that the Pledgor does not dispute the underlying claim or that the Pledgor has been ordered to pay the underlying claim (in whole or in part) in accordance with the provisions of Clause 9.f of the Stock Purchase Agreement.



Enforcement Notice means a written notice from the Pledgee to the Pledgor by which the Pledgee notifies the Pledgor of the occurrence of an Enforcement Event and of its intention to enforce the Pledge upon the expiry of the Notice Period.



First Ranking Share Pledge Agreement has the meaning set out in the recitals to this Agreement.



Notice Period means the period starting from the date of the issuance of the Enforcement Notice to the date falling 5 business days after such date of issuance.



Pledge means the second ranking pledge over the Shares created pursuant to or arising under this Agreement.



Secured Liabilities means any and all obligations and liabilities of the Pledgor vis-e0-vis the Beneficiary pursuant to Clause 2(b) (ii), (iii) and (iv) or pursuant to Clause 2(g) of the Stock Purchase Agreement.



Shares means the 6,036 registered shares numbered 1 to 6,036 inclusive that the Pledgor currently owns in the Company.



Stock Purchase Agreement has the meaning set out in the recitals to this Agreement.



A Clause is a reference to a clause of this Agreement.



In this Agreement, each reference to a document will be deemed to be a reference to such document as amended, extended and/or supplemented from time to time.





2






1.2 Successors




The expressions Beneficiary and Pledgor include their respective successors.



1.3 Headings




Clause headings are inserted for convenience of reference only and will not serve to interpret this Agreement.



2. PLEDGE




2.1 The Pledgor hereby grants to the Beneficiary a second ranking pledge (" pand in tweede rang " / " gage de second rang ") over the Shares, ranking immediately after the pledge on the Shares granted to ING Bank under the First Ranking Share Pledge Agreement, as a continuing security for the due performance of the Secured Liabilities. The Pledgor and the Beneficiary acknowledge that the obligations of the Pledgor under this Clause 2 are of a commercial nature and that this Agreement henceforth constitutes a commercial pledge in accordance with the 1872 Law and an in rem security agreement in accordance with the 2004 Law.




3. THE SHARES




3.1 The Shares are in registered form. The Pledgor will not permit the conversion of the Shares into book-entry or dematerialized form.




3.2 The Pledgor will arrange for the following notice to be recorded and dated in the Company's share register and signed therein on behalf of the Pledgor and the Beneficiary simultaneously with the execution hereof:




"6.036 aandelen op naam, genummerd van 1 tot en met 6.036 zijn in tweede rang in pand gegeven ten voordele van ROGERS CORPORATION overeenkomstig de overeenkomst tot inpandge ...