PLEDGE AGREEMENT made as of this 13th day of March, 2018 (as amended, restated, supplemented or otherwise modified from time to
time, this “Agreement”), by OncBioMune Pharmaceuticals, Inc., a Nevada corporation (the “Pledgor”) and
Cavalry Fund I LP, a Delaware limited partnership, in its capacity as agent (subject to Section 1A, below) (“Agent”)
for the Purchasers identified below (in such capacity, together with its successors and assigns, the “Pledgee”).
The Pledgor has executed and delivered to the purchaser identified in that certain Purchase Agreement (as defined below) (the
“Purchaser”, and together with its successors and assigns and each other purchaser of a Note (as defined below) and
their respective successors and assigns, individually and collectively, the “Purchasers”) those certain senior secured
convertible notes each made by the Pledgor and dated as of the date hereof in an original aggregate principal amounts of $333,333.33
(such notes, together with any promissory notes or other securities issued in exchange or substitution therefor or replacement
thereof, and as any of the same may be amended, supplemented, restated or modified and in effect from time to time, the “Notes”).
The Notes were issued pursuant to that certain Securities Purchase Agreement dated as the date hereof (as the same may be amended,
restated, supplemented or otherwise modified, the “Purchase Agreement”), among the Pledgor, the Agent and the Purchasers.
References to the “Transaction Documents” shall mean the Purchase Agreement, the Notes, the Warrants and the other
related agreements (capitalized terms not defined herein have shall have the meanings ascribed to them in the Purchase Agreement).
The Pledgor legally and beneficially owns the interests specified on Exhibit A hereto and each other corporation or other
entity, the stock or other equity interests and securities of which are owned or acquired by Pledgor and described on an addendum
hereto from time to time executed by Pledgor in form and substance satisfactory to Pledgee (each such entity is referred to herein
as a “Pledge Entity” and collectively as the “Pledge Entities,” which shall include all subsidiaries of
OBMP during the time this Agreement remains in effect); provided that the parties hereto agree that, as of the date hereof, the
Pledge Entities specified on Exhibit A are the only Pledge Entities.
Pursuant to Security Agreement dated as of March 13, 2018 by and among the Agent, the Pledgor, the other entities party thereto
as “Debtors” and Pledgee (as the same may be amended, restated, modified or supplement and in effect from time to
time, the “Security Agreement”), the Pledgor has granted Pledgee, for its benefit and the benefit of the Purchasers,
a first priority security interest in, lien upon and pledge of all of such Pledgor’s rights in such Pledgor’s Collateral
(as defined in the Security Agreement).
To induce the Purchasers to enter into the Purchase Agreement, purchase the Notes and to make the financial accommodations available
to the Pledgor under the Purchase Agreement, and in order to secure the payment and performance by the Pledgor of the Obligations
(as hereafter defined), the Pledgor has agreed to pledge to Pledgee all of the capital stock and other equity interests and securities
(the “Pledged Equity”) of the Pledge Entities now or hereafter owned or acquired by such Pledgor to secure the Obligations.
For purposes of this Agreement, “Obligations” means all obligations, liabilities and indebtedness of every nature
of Pledgor from time to time owed or owing under or in respect of this Agreement, the Purchase Agreement, the Notes, the Security
Agreement, the Subsidiary Guarantees and any of the other Transaction Documents, as the case may be, including, without limitation,
the principal amount of all debts, claims and indebtedness, accrued and unpaid interest and all fees, costs and expenses, whether
primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and/or from time to time hereafter owing, due or payable
whether before or after the filing of a bankruptcy, insolvency or similar proceeding under applicable federal, state, foreign
or other law and whether or not an allowed claim in any such proceeding.
THEREFORE, in consideration of the premises and in order to induce the Purchasers to purchase the Notes under the Purchase Agreement
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor hereby
agrees with Pledgee as follows:
Defined Terms. Unless otherwise defined
herein, all capitalized terms used herein shall have the meanings given them in the Purchase Agreement.
Replacement of Agent. Upon written notice by 50% of the Purchasers that such Purchasers object to Cavalry Fund I LP serving
as Agent under this Agreement, Cavalry Fund I LP shall be replaced as Agent by a person or entity which shall be acceptable to
at least 50% of the Purchasers.
The Pledgor hereby pledges, assigns, hypothecates,
transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected
security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired
by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged
or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is
defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement”
as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing;
and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions
(cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell,
and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect
of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the
Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not
the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such
consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred
to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due
(whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the
Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated
assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable
proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests,
Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged
Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto.
Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged
Each Pledged Interest consisting of either (i)
a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership
(if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security”
governed by Article 8 of the UCC.
Representations and Warranties of Pledgor.
The Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that:
Exhibit A sets forth (i) the authorized
capital stock and other equity interests of each Pledge Entity, (ii) the number of shares of capital stock and other equity interests
of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding
shares of capital stock and other equity interests of each Pledge Entity held by such Pledgor. Such Pledgor is the record and
beneficial owner of, and has good and marketable title to, the Pledged Interests of such Pledgor, and such shares are and will
remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the
liens and security interests in favor of Pledgee created by this Agreement;
Except as set forth on Exhibit A, there
are no outstanding options, warrants or other similar agreements with respect to the Pledged Interests or any of the other Pledged
This Agreement is the legal, valid and binding
obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms except to the extent that such enforceability
is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general
application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject
to the discretion of the court before which an action may be brought;
The Pledged Interests have been duly and validly
authorized and issued, are fully paid and non-assessable, and the Pledged Interests listed on Exhibit A constitute all
of the issued and outstanding capital stock or other equity interests of the Pledge Entities;
No consent, approval or authorization of or designation
or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and
security interest granted under this Agreement;
The execution, delivery and performance of this
Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree
of any court, arbitrator or governmental authority, which are applicable to the Pledgor, or of the articles or certificate of
incorporation, certificate of formation, bylaws or any other similar organizational documents of the Pledgor or any Pledge Entity
or of any securities issued by the Pledgor or any Pledge Entity or of any mortgage, indenture, lease, contract, or other agreement,
instrument or undertaking to which the Pledgor or any Pledge Entity is a party or which is binding upon the Pledgor or any Pledge
Entity or upon any of the assets of the Pledgor or any Pledge Entity, and will not result in the creation or imposition of any
lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or any Pledge Entity, except as otherwise
contemplated by this Agreement;
The pledge, assignment and delivery of the Pledged
Interests and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority
security interest in such Pledged Interests and Pledged Collateral and the proceeds thereof in favor of Pledgee, subject to no
prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to
grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Interests or
any other Pledged Collateral. Until this Agreement is terminated pursuant to Section 11 hereof, the Pledgor covenants and agrees
that it will defend, for the benefit of Pledgee, Pledgee’s right, title and security interest in and to the Pledged Interests,
the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and
Neither the Pledgor nor any Pledged Entity (i)
will become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive
Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or
Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such
executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or
subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.
Dividends, Distributions, Etc. If, prior
to irrevocable repayment in full in cash of the Obligations, the Pledgor shall receive any certificate (including, without limitation,
any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital,
or issued in connection with any reorganization, merger or consolidation), or any options or rights, whether as an addition to,
in substitution for, or in exchange for any of the Pledged Interests or otherwise, such Pledgor agrees, in each case, to accept
the same as Pledgee’s agent and to hold the same in trust for Pledgee, and to deliver the same promptly (but in any event
within five days) to Pledgee in the exact form received, with the endorsement of such Pledgor when necessary and/or with appropriate
undated assignments separate from certificates or stock powers duly executed in blank, to be held by Pledgee subject to the terms
hereof, as additional Pledged Collateral. The Pledgor shall promptly deliver to Pledgee (i) a Pledge Addendum with respect to
such additional certificates, and (ii) any financing statements or amendments to financing statements as requested by Pledgee.
The Pledgor hereby authorizes Pledgee to attach each such Pledge Addendum to this Agreement. Except as provided in Section 5(b)
below, all sums of money and property so paid or distributed in respect of the Pledged Interests which are received by the Pledgor
shall, until paid or delivered to Pledgee, be held by Pledgor in trust as additional Pledged Collateral.
Voting Rights; Dividends; Certificates.
So long as no Event of Default (as defined in
the Notes) has occurred and is continuing, the Pledgor shall be entitled (subject to the other provisions hereof, including, without
limitation, Section 8 below) to exercise its voting and other consensual rights with respect to the Pledged Interests and otherwise
exercise the incidents of ownership thereof in any manner not inconsistent with this Agreement, the Purchase Agreement and/or
any of the other Transaction Documents. The Pledgor hereby grants to Pledgee or its nominee, an irrevocable proxy to exercise
all voting, corporate and limited liability company rights relating to the Pledged Interests in any instance, which proxy shall
be effective, at the discretion of Pledgee, upon the occurrence and during the continuance of an Event of Default. Upon the request
of Pledgee at any time, The Pledgor agrees to deliver to Pledgee such further evidence of such irrevocable proxy or such further
irrevocable proxies to vote the Pledged Interests as Pledgee may request.
So long as no Event of Default shall have occurred
and be continuing, the Pledgor shall be entitled to receive cash dividends or other distributions made in respect of the Pledged
Interests, to the extent permitted to be made pursuant to the terms of the Notes and the Purchase Agreement. Upon the occurrence
and during the continuance of an Event of Default, in the event that the Pledgor, as record and beneficial owner of the Pledged
Interests, shall have received or shall have become entitled to receive, any cash dividends or other distributions in the ordinary
course, such Pledgor shall deliver to Pledgee, and Pledgee shall be entitled to receive and retain, for the benefit of Pledgee
and the Purchasers, all such cash or other distributions as additional security for the Obligations.
Subject to any sale or other disposition by Pledgee
of the Pledged Interests, any other Pledged Collateral or other property pursuant to this Agreement, upon the indefeasible full
payment in cash, satisfaction and termination of all of the Obligations and the termination of this Agreement pursuant to Section
11 hereof and of the liens and security interests hereby granted, the Pledged Interests, the other Pledged Collateral and any
other property then held as part of the Pledged Collateral in accordance with the provisions of this Agreement shall be returned
to the Pledgor or to such other persons or entities as shall be legally entitled thereto.
The Pledgor shall cause all Pledged Interests
(other than the Pledged Interests consisting of limited liability company interests) to be certificated at all times while this
Agreement is in effect.
Rights of Pledgee. Pledgee shall not be
liable for failure to collect or realize upon the Obligations or any collateral security or guaranty therefor, or any part thereof,
or for any delay in so doing, nor shall Pledgee be under any obligation to take any action whatsoever with regard thereto. Any
or all of the Pledged Interests held by Pledgee hereunder may, if an Event of Default has occurred and is continuing, without
notice, be registered in the name of Pledgee or its nominee, and Pledgee or its nominee may thereafter without notice exercise
all voting and corporate rights at any meeting with respect to any Pledge Entity and exercise any and all rights of conversion,
exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Interests as if it were the
absolute owner thereof, including, without limitation, the right to vote in favor of, and to exchange at its discretion any and
all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other readjustment with respect
to any Pledge Entity or upon the exercise by any Pledge Entity, the Pledgor or Pledgee of any right, privilege or option pertaining
to any of the Pledged Interests, and in connection therewith, to deposit and deliver any and all of the Pledged Interests with
any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Pledgee may
reasonably determine, all without liability except to account for property actually received by Pledgee, but Pledgee shall have
no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or
delay in so doing.
Remedies. Upon the occurrence and during
the continuance of an Event of Default, Pledgee may exercise in respect of the Pledged Collateral, in addition to other rights
and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the Uniform
Commercial Code (“UCC”) of the jurisdiction applicable to the affected Pledged Collateral from time to time. Without
limiting the foregoing, Pledgee may, without demand of performance or other demand, advertisement or notice of any kind (except
the notice specified below of time and place of public or private sale) to or upon the Pledgor or any other person or entity (all
and each of which demands, advertisements and/or notices are hereby expressly waived), upon the occurrence and during the continuance
of an Event of Default forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and/or
may forthwith date and otherwise fill in the blanks on any assignments separate from certificates or stock power or otherwise
sell, assign, give an option or options to purchase, contract to sell or otherwise dispose of and deliver said Pledged Collateral,
or any part thereof, in one or more portions at one or more public or private sales or dispositions, at any exchange or broker’s
board or at any of Pledgee’s offices or elsewhere upon such terms and conditions as Pledgee may deem advisable and at such
prices as it may deem best, for any combination of cash and/or securities or other property or on credit or for future delivery
without assumption of any credit risk, with the right to Pledgee upon any such sale, public or private, to purchase the whole
or any part of said Pledged Collateral so sold, free of any right or equity of redemption in Pledgor, which right or equity is
hereby expressly waived or released. Pledgee shall apply the net proceeds of any such collection, recovery, receipt, appropriation,
realization, sale or disposition, after deducting all costs and expenses of every kind incurred therein or incidental to the safekeeping
of any and all of the Pledged Collateral or in any way relating to the rights of Pledgee hereunder, including reasonable attorneys’
fees and legal expenses, to the payment, in whole or in part, of the Obligations, in such order as Pledgee may elect. The Pledgor
shall remain liable for any deficiency remaining unpaid after such application. Only after so paying over such net proceeds and
after the payment by Pledgee of any other amount required by any provision of law, including, without limitation, Section 9-608
of the UCC, need Pledgee account for the surplus, if any, to the Pledgor. The Pledgor agrees that Pledgee need not give more than
ten (10) days’ notice of the time and place of any public sale or of the time after which a private sale or other intended
disposition is to take place and that such notice is reasonable notification of such matters. No notification need be given to
the Pledgor if it has signed after default a statement renouncing or modifying any right to notification of sale or other intended
disposition. Notwithstanding any provision in any operating agreement or shareholder agreement of any issuer of the Pledged Collateral
or the Delaware Limited Liability Company Act or any applicable laws to the contrary, the undersigned constituting all of the
members and/or shareholders of each issuer hereby acknowledge that such member and/or shareholder, as applicable, may pledge to
the Agent all of such member’s and/or shareholder’s right, title and interest in such issuer, and upon foreclosure
the successful bidder (which may include the Agent) will be deemed admitted as a member and/or shareholder, as applicable, of
such issuer, and will automatically succeed to all of such pledged right, title and interest, including without limitation such
members’ and/or shareholder’s limited liability company and equity interests, right to vote and participate in the
management and business affairs of the issuer, right to a share of the profits and losses of the issuer and right to receive distributions
from the issuer.
No Disposition, Etc. Until the irrevocable
payment in full, satisfaction or expiration of the Notes, the Pledgor agrees that it will not sell, assign, transfer, exchange,
or otherwise dispose of, or grant any option with respect to, the Pledged Interests or any other Pledged Collateral, nor will
the Pledgor create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any
other encumbrance with respect to any of the Pledged Interests or any other Pledged Collateral, or any interest therein, or any
proceeds thereof, except for the lien and security interest of Pledgee provided for by this Agreement and the Security Agreement
and Permitted Encumbrance, as defined in the Purchase Agreements.
Sale of Pledged Interests.
The Pledgor recognizes that Pledgee may be unable
to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a Pledge
Entity) of any or all the Pledged Interests by reason of certain prohibitions contained in the Securities Act, and applicable
state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group
of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account, for investment
and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale or disposition
may result in prices and other terms (including the terms of any securities or other property received in connection therewith)
less favorable to the seller than if such sale or disposition were a public sale or disposition and the Pledgor agrees that it
is not commercially unreasonable for Pledgee to engage in any such private sales or dispositions under such circumstances. Pledgee
shall be under no obligation to delay a sale or disposition of any of the Pledged Interests in order to permit the Pledgor or
a Pledge Entity to register such securities for public sale under the Securities Act, or under applicable state securities laws,
even if such Pledgor or a Pledge Entity would agree to do so.
The Pledgor further agrees to do or cause to
be done all such other acts and things as may be reasonably necessary to make such sales or dispositions of the Pledged Interests
valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards
of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sales
or dispositions, all at such Pledgor’s expense; provided that the Pledgor shall have any obligation to register the Pledged
Interests as securities under the Securities Act or the applicable state securities laws solely by virtue of this Section 9(b).
The Pledgor further agrees that a breach of any of the covenants contained in Sections 4, 5(a), 5(b), 8, 9 and 24 will cause irreparable
injury to Pledgee and that Pledgee has no adequate remedy at law in respect of such breach and, as a consequence, agrees, without
limiting the right of Pledgee to seek and obtain specific performance of other obligations of the Pledgor contained in this Agreement,
that each and every covenant referenced above shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives
and agrees not to assert any defenses against an action for specific performance of such covenants.
The Pledgor further agrees to indemnify and hold
harmless the Purchasers, Pledgee and their respective successors and assigns, their respective officers, directors, employees,
attorneys and agents, and any person or entity in control of any thereof, from and against any loss, liability, claim, damage
and expense, including, without limitation, legal fees and expenses (in this paragraph collectively called the “Indemnified
Liabilities”), under federal and state securities laws or otherwise insofar as such Indemnified Liability (i) arises out
of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement,
prospectus or offering memorandum or in any preliminary prospectus or preliminary offering memorandum or in any amendment or supplement
to any thereof or in any other writing prepared by the Pledgor in connection with the offer, sale or resale of all or any portion
of the Pledged Collateral unless such untrue statement of material fact was provided by Pledgee, in writing, specifically for
inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required
to be stated or necessary to make the statements therein not misleading, such indemnification to remain operative regardless of
any investigation made by or on behalf of Pledgee or any successor thereof, or any person or entity in control of any thereof.
In connection with a public sale or other distribution, the Pledgor will provide customary indemnification to any underwriters,
their successors and assigns, officers and directors and each person or entity who controls any such underwriter (within the meaning
of the Securities Act). If and to the extent that the foregoing undertakings in this paragraph may be unenforceable for any reason,
the Pledgor agrees to jointly and severally make the maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law. The obligations of the Pledgor under this paragraph (c) shall survive
any termination of this Agreement.
The Pledgor further agrees not to exercise any
and all rights of subrogation it may have against a Pledge Entity upon the sale or disposition of all or any portion of the Pledged
Collateral by Pledgee pursuant to the terms of this Agreement until the termination of this Agreement in accordance with Section
No Waiver; Cumulative Remedies. Pledgee
shall not by any act, delay, omission or otherwise be deemed to have waived any of its remedies hereunder, and no waiver by Pledgee
shall be valid unless in writing and signed by Pledgee, and then only to the extent therein set forth. A waiver by Pledgee of
any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which Pledgee would otherwise
have on any further occasion. No course of dealing between the Pledgor and Pledgee and no failure to exercise, nor any delay in
exercising on the part of Pledgee or the Purchasers of, any right, power or privilege hereunder or under the other Transaction
Documents shall impair such right or remedy or operate as a waiver thereof; nor shall any single or partial exercise of any right,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any
rights or remedies provided by law or in the Purchase Agreement.
Termination. This Agreement and the liens
and security interests granted hereunder shall terminate and Pledgee, at the Pledgor’s sole cost and expense, shall return
any Pledged Interests or other Pledged Collateral then held by Pledgee in accordance with the provisions of this Agreement to
Pledgor upon the full and complete performance and indefeasible satisfaction of all of the Notes (including, without limitation,
the indefeasible payment in full in cash of all obligations under such Notes) and (ii) with respect to which claims have been
asserted by Pledgee and/or Purchasers.
Possession of Collateral. Beyond the exercise
of reasonable care to assure the safe custody of the Pledged Interests in the physical possession of Pledgee pursuant hereto,
neither Pledgee, nor any nominee of Pledgee, shall have any duty or liability to collect any sums due in respect thereof or to
protect, preserve or exercise any rights pertaining thereto (including any duty to ascertain or take action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relating to the Pledged Collateral and any duty to take any necessary
steps to preserve rights against any parties with respect to the Pledged Collateral), and shall be relieved of all responsibility
for the Pledged Collateral upon surrendering them to the Pledgor. The Pledgor assumes the responsibility for being and keeping
itself informed of the financial condition of a Pledge Entity and of all other circumstances bearing upon the risk of non-payment
of the Obligations, and Pledgee shall have no duty to advise the Pledgor of information known to Pledgee regarding such condition
or any such circumstance. Pledgee shall have no duty to inquire into the powers of a Pledge Entity or its officers, directors,
managers, members, partners or agents thereof acting or purporting to act on its behalf.
Taxes and Expenses. The Pledgor will jointly
and severally pay to Pledgee within the Applicable Time Frame (as hereafter defined) (a) any taxes (excluding income taxes, franchise
taxes or other taxes levied on gross earnings, profits or the like of Pledgee) payable or ruled payable by any Governmental Authority
(as defined in the Security Agreement) in respect of this Agreement, together with interest and penalties, if any, and (b) all
expenses, including the fees and expenses of counsel for Pledgee and of any experts and agents that Pledgee may incur in connection
with (i) the administration, modification or amendment of this Agreement, (ii) the custody or preservation of, or the sale of,
collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights
of Pledgee hereunder, or (iv) the failure of Pledgor to perform or observe any of the provisions hereof. For purposes hereof,
the term “Applicable Time Frame” means the earlier of (a) ten (10) days after Pledgee’s written demand for such
payment and (b) the date set forth in Pledgee’s written demand for such payment if such payment is required to be made by
Pledgee prior to the ten (10) day period referred to in the foregoing clause “(a).”
Pledgee Appointed Attorney-In-Fact. The
Pledgor hereby irrevocably appoints Pledgee as such Pledgor’s attorney-in-fact, with full authority in the place and stead
of such Pledgor and in the name of such Pledgor or otherwise, from time to time in Pledgee’s discretion, to take any action
and to execute any instrument that Pledgee deems reasonably necessary or advisable to accomplish the purposes of this Agreement,
including, without limitation, to receive, endorse and collect all instruments made payable to such 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, when and to the extent permitted by this Agreement; provided that the power of attorney granted hereunder shall only
be exercised by Pledgee after the occurrence and during the continuance of an Event of Default.
Governing Law; Jurisdiction; Jury Trial.
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than
the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party
hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing by registered or certified mail a copy thereof to such party at the address for such notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof five (5) business days
after the mailing thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. Notwithstanding the foregoing, the Pledgee may enforce its rights and remedies in any other jurisdiction applicable
to the Pledged Collateral. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
Counterparts. This Agreement may be executed
in two or more identical counterparts, all of which together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party; provided that a facsimile, .pdf or similar
electronically transmitted signature shall be considered due execution and shall be binding upon the signatory thereto with the
same force and effect as if the signature were an original signature.
Headings. The headings of this Agreement
are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.
Severability. If any provision of this
Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of
this Agreement in any other jurisdiction.
ENTIRE AGREEMENT; AMENDMENTS. THIS AGREEMENT,
TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS, SUPERSEDES ALL OTHER PRIOR ORAL OR WRITTEN AGREEMENTS BETWEEN THE PLEDGOR, PLEDGEE,
THEIR AFFILIATES AND PERSONS ACTING ON THEIR BEHALF WITH RESPECT TO THE MATTERS DISCUSSED HEREIN, AND THIS AGREEMENT, TOGETHER
WITH THE OTHER TRANSACTION DOCUMENTS AND THE OTHER INSTRUMENTS REFERENCED HEREIN AND THEREIN, CONTAIN THE ENTIRE UNDERSTANDING
OF THE PARTIES WITH RESPECT TO THE MATTERS COVERED HEREIN AND THEREIN AND, EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR THEREIN,
NEITHER THE PLEDGEE NOR THE PLEDGOR MAKES ANY REPRESENTATION, WARRANTY, COVENANT OR UNDERTAKING WITH RESPECT TO SUCH MATTERS.
AS OF THE DATE OF THIS AGREEMENT, THERE ARE NO UNWRITTEN AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE MATTERS DISCUSSED HEREIN.
EXCEPT AS SET FORTH IN SECTION 2(A) HEREOF, NO PROVISION OF THIS AGREEMENT MAY BE AMENDED, MODIFIED OR SUPPLEMENTED OTHER THAN
BY AN INSTRUMENT IN WRITING SIGNED BY THE PLEDGOR AND PLEDGEE.
Notices. All notices, approvals, requests,
demands and other communications hereunder shall be delivered or made in the manner set forth in, and shall be effective in accordance
with the terms of, the Purchase Agreement, in the case of communications to the Agent, directed to the notice address set forth
in the Security Agreement.
Successors and Assigns. This Agreement
shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers
of the Notes. Pledgor shall not assign this Agreement or any rights or obligations hereunder without the prior written consent
of Pledgee. Pledgee may assign its rights hereunder without the consent of each holder of any Notes, in which event such assignee
shall be deemed to be Pledgee hereunder with respect to such assigned rights.
No Third Party Beneficiaries. This Agreement
is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other person or entity.
Survival. All representations, warranties,
covenants and agreements of Pledgor and Pledgee shall survive the execution and delivery of this Agreement.
Further Assurances. The Pledgor agrees
that it will, at any time and from time to time upon the written request of Pledgee, execute and deliver all assignments separate
from certificates or stock powers, financing statements and such further documents and do such further acts and things as Pledgee
may reasonably request consistent with the provisions hereof in order to carry out the intent and accomplish the purpose of this
Agreement and the consummation of the transactions contemplated hereby.
No Strict Construction. The language used
in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party.
Pledgee Authorized. The Pledgor hereby
authorizes Pledgee to file one or more financing or continuation statements and amendments thereto (or similar documents required
by any laws of any applicable jurisdiction) relating to all or any part of the Pledged Interests or other Pledged Collateral without
the signature of such Pledgor.
Pledgee Acknowledgement. The Pledgor acknowledges
receipt of an executed copy of this Agreement. The Pledgor waives the right to receive any amount that it may now or hereafter
be entitled to receive (whether by way of damages, fine, penalty, or otherwise) by reason of the failure of the Pledgee to deliver
to the Pledgor a copy of any financing statement or any statement issued by any registry that confirms registration of a financing
statement relating to this Agreement.
Agent. The terms and provisions of the
Securities Purchase Agreements which set forth the appointment of the Pledgee as Agent and the terms and provisions of the Security
Agreement which set forth the indemnifications to which the Agent is entitled are hereby incorporated by reference herein as if
fully set forth herein.
WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to be duly executed and delivered by their duly authorized
officers on the date first above written.
pharmaceuticals, inc., a Nevada corporation|
Fund I LP, a Delaware limited partnership,
in its capacity as agent for the Purchasers|
| || |
SIGNATURE PAGE TO
of the undersigned hereby (i) acknowledges receipt of a copy of the foregoing Pledge Agreement, (ii) waives any rights or requirement
at any time hereafter to receive a copy of such Pledge Agreement in connection with the registration of any Pledged Interests
(as defined therein) in the name of Pledgee or its nominee or the exercise of voting rights by Pledgee and (iii) agrees promptly
to note on its books and records the grant of the security interest in the stock or other equity interests of the undersigned
as provided in such Pledge Agreement.
March 13, 2018
INC., a Louisiana corporation
| || |
SIGNATURE PAGE TO
of Pledged Interests or Units
Held by Pledgor
PHARMACEUTICALS, INC., a Nevada corporation
INC., a Louisiana corporation
to Pledge Agreement
undersigned, being the Pledgor pursuant to that certain Pledge Agreement dated as of March 13, 2018 (as amended, restated, supplemented
or otherwise modified from time to time, the “Pledge Agreement”) in favor of the holders of those certain Notes,
as defined in the Pledge Agreement, with Cavalry Fund I LP, a Delaware limited partnership, acting as Agent (“Pledgee”),
by executing this Addendum, hereby acknowledges that Pledgor has acquired and legally and beneficially owns all of the issued
and outstanding [ shares of capital stock ] of [__________________, a _______ [corporation /other entity] ] (“Company”)
described below (the “Shares”). Pledgor hereby agrees and acknowledges that the Shares shall be deemed Pledged
Interests pursuant to the Pledge Agreement. Pledgor hereby represents and warrants to Pledgee that (i) all of the [capital stock
/ type of interest] of the Company now owned by Pledgor is presently represented by the certificates listed below, which certificates,
with undated assignments separate from certificate or stock powers duly executed in blank by Pledgor, are being delivered to Pledgee,
simultaneously herewith (or have been previously delivered to Pledgee), and (ii) after giving effect to this addendum, the representations
and warranties set forth in Section 3 of the Pledge Agreement are true, complete and correct as of the date hereof.
of the Pledged
of Equity Interest
of Units Held by Pledgor|
WITNESS WHEREOF, Pledgor has executed this Addendum this _____ day of ______.