STOCK PLEDGE AGREEMENT

PLEDGE AGREEMENT (this “Agreement”), dated __, 2012, made by and among Shades Holding, Inc., a Florida corporation (the “Company”) and the holder signatory hereto (the “Pledgor”) of certain shares of Common Stock of the Company, in favor the holders of the Company’s Secured Promissory Note, dated _, 2012 (the “Pledgees”).

W I T N E S S E T H:

WHEREAS, the Company has issued to the Pledgees a Secured Promissory Note in the aggregate principal amount of $100,000 (the “Note”);

WHEREAS, as a condition to the obligation of the Pledgees to accept the Note, the Pledgor, as shareholder of the Company, has agreed to make the pledge contemplated by this Agreement in order to induce Pledgees to accept the Note;

WHEREAS, Pledgor own the shares of the Company’s Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”), set forth opposite the Pledgor’ names on Schedule A attached hereto;

WHEREAS, terms used but not otherwise defined in this Agreement that are defined in Article 9 of the Uniform Commercial Code in effect in the State of New York at that time (whether or not the UCC applies to the affected Pledged Collateral) (the “UCC”) shall have the meanings ascribed to them in the UCC; and

NOW, THEREFORE, in consideration of the premises, covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.      Pledge and Security Interest. Pledgor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Pledgees, and grants to the Pledgees a continuing first priority security interest in, a first lien upon and a right of set-off against, all of its respective rights, titles and interests of whatsoever kind and nature in (the “Security Interest”), and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the obligations pursuant to the Note, the following (collectively, the “Pledged Collateral”):

(a)                2,000,000 shares of Common Stock owned by Pledgor and set forth on Schedule A attached hereto (the “Pledged Shares”), and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; and

(b)               all proceeds of any and all of the foregoing Pledged Collateral, in whatever form (including, without limitation, proceeds that constitute property of the types described above).

SECTION 2.      Security for Obligations. This Agreement secures the payment and performance of the following obligations (collectively, the “Obligations”): all present and future indebtedness, obligations, covenants, duties and liabilities of any kind or nature of the Company to the Pledgees now existing or hereafter arising, including but not limited to, under or in connection with this Agreement, the Note and all agreements and documents executed and delivered in connection therewith (collectively, the “Transaction Documents”).

SECTION 3.      Delivery of Pledged Collateral.

(a)                On or before the date hereof, all certificates representing or evidencing the Pledged Shares, in suitable form for transfer by delivery, or accompanied by instruments of transfer or assignment duly executed in blank, including a signature guarantee, are being deposited with and delivered to Sichenzia Ross Friedman Ference LLP (the “Escrow Agent”), as escrow agent for the Pledged Shares. The Pledgees shall have the right, at any time after the occurrence of an Event of Default (as hereinafter defined), without notice to the Pledgor, to transfer to or to register in the name of the Pledgees or their nominees any or all of the Pledged Collateral. In addition, the Pledgees shall have the right at any time after the occurrence of an Event of Default, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations.

(b)               If Pledgor shall receive, by virtue of its being or having been an owner of any Pledged Collateral, any (i) stock certificate (including, without limitation, any certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends or interest payable in cash or in securities or other property, (iv) dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Collateral, (v) dividends or other distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, or (vi) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral, such stock certificate, promissory note, instrument, option, right, property, payment or distribution constituting Pledged Collateral shall be, and shall forthwith be delivered to the Escrow Agent to hold as, Pledged Collateral and shall be received in trust for the benefit of the Pledgees, shall be segregated from Pledgor's other property and shall be delivered forthwith to the Escrow Agent in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Pledgees as Pledged Collateral and as further collateral security for the Obligations.

SECTION 4.      Representations and Warranties. Pledgor represents and warrants as follows:

(a)                Pledgor is the legal, record and beneficial owner of the Pledged Collateral owned by Pledgor, free and clear of any lien, security interest, restriction, option or other charge or encumbrance (collectively, “Liens”).

(b)               The pledge of the Pledged Collateral and the grant of the Security Interest pursuant to this Agreement creates a valid and perfected first priority security interest in the Pledged Collateral, securing payment and performance of the Obligations.

(c)                No consent of any other person or entity and no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required (i) for the pledge by the Pledgor of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor, (ii) for the perfection or maintenance of the security interest created hereby, or (iii) for the exercise by the Pledgee of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement (except as may be required in connection with any disposition of any portion of the Pledged Collateral by laws affecting the offering and sale of securities generally).

(d)               There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.

(e)                No authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either (i) for the grant by Pledgor of, or the effectiveness of, the Security Interest granted hereby or for the execution, delivery and performance of this Agreement by Pledgor or (ii) for the perfection of or exercise by the Pledgee of their rights and remedies hereunder.

(f)                Pledgor will not transfer, pledge, hypothecate, sell or otherwise dispose of any of the Pledged Collateral without the prior written consent of the Pledgee.

(g)               Pledgor shall promptly execute and deliver to the Pledgees such further assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Pledgees may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Pledged Collateral.

(h)               Pledgor shall promptly notify the Pledgees, in sufficient detail, upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Pledged Collateral and of any other information received by Pledgor that may materially affect the Security Interest or the rights and remedies of the Pledgees hereunder.

(i)                 All information heretofore, herein or hereafter supplied to the Pledgees by or on behalf of Pledgor with respect to the Pledged Collateral is accurate and complete in all material respects as of the date furnished.

SECTION 5.      Further Assurances. Pledgor agrees that at any time and from time to time, at the expense of Pledgor, the Pledgor shall promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Agent and/or the Pledgees may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Agent and/or Pledgees to exercise and enforce their rights and remedies hereunder with respect to any Pledged Collateral. The Company agrees that at any time and from time to time, at the expense of the Company, the Company shall promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Pledgees may reasonably request.

SECTION 6.      Voting Rights in respect of the Pledged Collateral.

(a)                So long as no Event of Default shall have occurred (unless such Event of Default is waived in writing by the Pledgees):

(i)                 Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in the reasonable judgment of such Pledgee, such action would have a material adverse effect on the Security Interest or the rights and remedies of the Pledgees hereunder; provided, further, that Pledgor shall give the Pledgees at least ten (10) days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.

(b)               Upon and after the occurrence of any Event of Default (unless such Event of Default is waived in writing by the Pledgees):

(i)                 All rights of Pledgor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 6(a)(i) shall cease, and all such rights shall thereupon become vested in the Agent who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights.

SECTION 7.      Transfers and Other Liens; Additional Shares.

(a)                The Pledgor agrees that it shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral, or (ii) create or permit to exist any Lien upon or with respect to any of the Pledged Collateral, except for the security interest granted pursuant to this Agreement.

SECTION 8.      Pledgees Appointed Attorney-in-Fact.

(a) Effective only upon an Event of Default (unless such
Event of Default is waived in writing by the Pledgees), the Pledgor hereby appoints the Pledgees as the Pledgor’ attorneys-in-fact, with full authority in the place and stead of, and in the name of, the Pledgor or otherwise, from time to time in the Pledgees’ discretion to take any action and to execute any instrument which the Pledgees may deem necessary or desirable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same.