Share Pledge Contract

General Terms & Conditions

1. Definitions

1.1 “Company” shall mean [name of company], a [type of company] incorporated in [state/province], having its registered office at [address].

1.2 “Pledge Agreement” shall mean this Agreement on pledging shares of the Company by [name of pledgor], a [type of company] incorporated in [state/province], having its registered office at [address], in favor of the Company.

1.3 “Accompanying Documents” comprises the documents executed at the time of entering into the Pledge Agreement, such as [list of documents].

1.4 All references to the “Shareholder Agreement” shall mean the [name or description] executed by the Company and its shareholders on the [date] and registered with the [country] [agency or department].

2. Pledgors Obligations

2.1 Pledgor shall ensure that the Companys shareholding in the pledgors capital stock is always a security for the Companys debts under the Pledge Agreement, in accordance with the Agreements terms and conditions.

2.2 The Pledgor must always ensure that such a security exists in the form of the Companys shareholding in the Pledgors capital stock, and the Pledgor shall not grant or attempt to grant any security that supersedes, takes priority to, or diminishes that security provided by the shareholding of the Company.

2.3 Pledgor shall also abide by any other terms or obligations which may be applicable as set out in the Agreement or in the Accompanying Documents.

3. Companys Obligations

3.1 The Company shall not exercise any right or privileges of title or ownership over the shares or voting rights of the Pledgor in any manner except as specifically provided by the Pledge Agreement.

3.2 The Company shall take all reasonable steps to protect, maintain, and enforce the security of the Pledgors shareholding in the Companys capital stock, in accordance with the terms and conditions set out in the Pledge Agreement.

4. Dispute Resolution

4.1 In the event of any dispute arising out of or in connection to the Pledge Agreement, both Pledgor and the Company agree to seek an amicable resolution first and approach the court as a last resort.

4.2 Any attempt to commence court proceedings shall be made only after a reasonable period of negotiation, and shall be made in [country] in accordance with the laws of [country].

5. Miscellaneous

5.1 In the event of any conflict between the Pledge Agreement, the Accompanying Documents, and the Shareholder Agreement, precedence shall be given to the Shareholder Agreement.

5.2 The Pledge Agreement may be amended only in writing and by mutual consent.

5.3 The normal provisions of law and equity shall be given precedence in the interpretation and enforcement of the Pledge Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Pledge Agreement this [date].

[signature of Pledgor] ______________________________

[name of Pledgor] ______________________________

[signature of Company] ______________________________

[name of Company] ______________________________

This Stock Pledge Contract (the “Contract”) dated as of ____

(the “Effective Date”), is entered into by and between ____ (the “Pledgor”) and ____ (the “Deductee”).

Pledgor hereby agrees to pledge to Deductee the number of shares of ____ (the “Shares”) set forth in Exhibit A below. The Pledgor further covenants and agrees to take all necessary steps and/or actions to complete the pledge, registration and delivery of the Shares to Deductee and to make valid delivery of such Shares to Deductee in accordance with terms of the Contract and applicable laws, rules and regulations.

Deductee agrees to hold the Shares in escrow and own, accept, retain and protect the Shares free from all encumbrances, subject to the terms of the Contract.

The Pledgor hereby waives, for an indefinite period and to the fullest extent permissible by law, any rights to dissent from or exercise any option or rights of first refusal with respect to the delivery and registration of the Shares to Deductee.

The Pledgor hereby agrees to indemnify and hold harmless Deductee from any and all damages, liability, costs, and expenses (including attorneys’ fees) which may arise out of or result from any action taken or omitted by the Pledgor in connection with securing, effecting or delivering the Shares to the Deductee.

The Contract shall be governed by and construed in accordance with the laws of ____, without regard to its principles of conflict of laws. The sole and exclusive jurisdiction and venue for any dispute between the parties relating to the Contract shall be the state or federal courts located in ____, and each party hereby irrevocably submits to the personal jurisdiction of such courts.

The Pledgor and Deductee hereby agree that this Contract contains the entire agreement between them and supersedes any and all prior agreements or understandings in relation to the subject matter hereof.

The parties have hereunto set their hands and seals.

Pledgor: ____

Deductee: ____