Pledge of Shares of Stock

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

PLEDGE OF SHARES OF STOCK

THIS PLEDGE AGREEMENT (the “Agreement”) is made and entered into this {{date}} by and between:

1. {{Pledgor_company_name}}, a company duly incorporated and registered under the laws of {{jurisdiction}}, with its principal place of business at {{Pledgor_address}} (hereinafter referred to as the “Pledgor”); and

2. {{Pledgee_company_name}}, a company duly incorporated and registered under the laws of {{jurisdiction}}, with its principal place of business at {{Pledgee_address}} (hereinafter referred to as the “Pledgee”).

collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

A. The Pledgor is the beneficial and registered owner of {{number_of_shares}} ordinary shares (the “Shares”) in {{issuer_company_name}}, a company duly incorporated and registered under the laws of {{jurisdiction}} (the “Issuer”), representing {{percentage_of_shares}}% of the total issued share capital of the Issuer.

B. The Pledgee has agreed to advance a loan facility (the “Loan”) to the Pledgor in the amount of {{loan_amount}} ({{loan_amount_words}}) subject to the terms and conditions of a separate loan agreement entered into between the Parties dated {{loan_agreement_date}} (the “Loan Agreement”).

C. As security for the due and punctual payment and performance of all obligations of the Pledgor under the Loan Agreement, the Pledgor has agreed to pledge the Shares to the Pledgee upon the terms and conditions hereinafter appearing.

1. PLEDGE

1.1 The Pledgor hereby pledges, assigns, transfers, and sets over to the Pledgee, its successors and assigns, all of its right, title, and interest in and to the Shares, as collateral security for the due, prompt, and complete payment and performance by the Pledgor of all its obligations, covenants, and liabilities under the Loan Agreement (the “Secured Obligations”).

1.2 The Pledgor shall execute and deliver to the Pledgee, contemporaneously with the execution of this Agreement, an irrevocable share transfer form in respect of the Shares, undated and with the transferee section left blank, to be held by the Pledgee as security.

2. REPRESENTATIONS AND WARRANTIES OF THE PLEDGOR

The Pledgor hereby represents and warrants to the Pledgee that:

2.1 The Pledgor is the sole legal and beneficial owner of the Shares, free from any lien, charge, encumbrance, or adverse claim whatsoever.

2.2 The Pledgor has the full power and authority to enter into this Agreement and to pledge the Shares in accordance with the terms hereof.

2.3 The execution and delivery of this Agreement and the performance of the Pledgor’s obligations hereunder will not contravene any law, regulation, or agreement to which the Pledgor is a party.

3. COVENANTS OF THE PLEDGOR

The Pledgor covenants and agrees with the Pledgee as follows:

3.1 To maintain and preserve the ownership of the Shares during the term of this Agreement, free from any further encumbrance.

3.2 To cause the Issuer to perform all acts necessary to maintain the validity and enforceability of the Shares.

3.3 Not to sell, assign, transfer, or otherwise dispose of the Shares without the prior written consent of the Pledgee.

3.4 To notify the Pledgee promptly of any event that may adversely affect the value of the Shares or the rights of the Pledgee hereunder.

4. RIGHTS AND REMEDIES OF THE PLEDGEE

4.1 Upon the occurrence of an Event of Default (as defined in the Loan Agreement), the Pledgee shall have the right, but not the obligation, to exercise any and all rights and remedies available at law or in equity, including, without limitation, the right to sell, assign, transfer, or otherwise dispose of the Shares or any part thereof.

4.2 The Pledgee shall be entitled to apply the proceeds of any sale or disposition of the Shares first towards the costs and expenses incurred by the Pledgee in exercising its rights hereunder, and then towards the satisfaction of the Secured Obligations, in such order as the Pledgee may determine.

4.3 The Pledgor waives any and all rights to notice of sale or other disposition of the Shares, except as may be required by applicable law.

5. TERM AND RELEASE

5.1 This Agreement shall commence on the date first above written and shall continue in full force and effect until such time as all Secured Obligations have been fully and finally discharged.

5.2 Upon the full and final discharge of all Secured Obligations, the Pledgee shall, at the Pledgor’s expense, take all necessary steps to release the pledge over the Shares and return all share certificates and other documents related to the Shares to the Pledgor.

6. GOVERNING LAW AND JURISDICTION

6.1 This Agreement shall be governed by and construed in accordance with the laws of {{applicable_jurisdiction}}.

6.2 Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{applicable_jurisdiction}}.

7. GENERAL PROVISIONS

7.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral.

7.2 No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

7.3 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

7.4 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Pledge Agreement on the date first above written.

_____________________________

Pledgor: {{Pledgor_company_name}}

Name: {{Pledgor_authorized_signatory_name}}

Title: {{Pledgor_authorized_signatory_title}}

_____________________________

Pledgee: {{Pledgee_company_name}}

Name: {{Pledgee_authorized_signatory_name}}

Title: {{Pledgee_authorized_signatory_title}}