Execution
Copy


 


PLEDGE
AGREEMENT


 


THIS
PLEDGE AGREEMENT made as of this 24th day of September 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 (“Agent”) for the Purchasers identified
below (in such capacity, together with its successors and assigns, the “Pledgee”).


 


WHEREAS:


 


A.
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 $1,361,111.11 (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).


 


B.
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 (any, “Securities”) of which are owned or
acquired by the Pledgor and described on an addendum hereto from time-to-time executed by the Pledgor in form and substance
satisfactory to the 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. The failure to execute an addendum shall not relieve the Pledgor of its obligation to
pledge any after acquired Securities.


 


C.
Pursuant to Security Agreement dated as of September 24, 2018 by and among the Agent, the Pledgor, the other entities party
thereto as “Debtors” and the 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 the 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), subject to the prior security interests reflected
on Exhibit B-1.


 






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D.
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 the Pledgee all of the 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 the 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, and under all other
prior loans made to the Pledgor by any of the Purchasers, 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.


 









NOW,
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 the Pledgee as follows:


 


1. Defined
Terms. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given them in the
Purchase Agreement.


 


2. Pledge.


 


(a) Subject
to the security interests reflected on Exhibit B-1, the Pledgor hereby pledges, assigns, hypothecates, transfers,
delivers and grants to the 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
to the extent such certificates are available and not covered by an existing lien or pledge, irrevocable proxies, are being
delivered to the Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, to the
extent such certificates are available and not covered by an existing lien or pledge,the 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 the Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. The Pledgee shall
maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged
Collateral.


 






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(b) 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.


 


(c) Upon
the written notice by the Purchasers holding at least 50% of the outstanding Notes (“Majority Holders”), the
Agent may be replaced as Agent by a person or entity which shall be acceptable to the Majority Holders.


 


(d) The
rights and obligations set forth herein are subject to the existing Pledge Agreement between the Company and Cavalary Fund
IP as modified by the Waiver Letter Agreement Referenced in the Purchase Agreement.







 


3. Representations
and Warranties of Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee,
that:


 


(a) 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. Subject to the liens, pledges and security interests set forth in Section 3.1(o) of the
Purchase Agreement (the “Existing Liens”), such Pledgor is the record and beneficial owner of, and has good and
marketable title to, the Pledged Interests of such Pledgor, and subject to the Existing Liens, 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 the Pledgee created by this Agreement;


 


(b) 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 Collateral;


 


(c) 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;


 






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(d) 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;


 


(e) 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;


 


(f) 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 subject to the obtaining of a waiver agreement from the holder of the Existing Liens 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 subject to
the Existing Liens 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;


 


(g) 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 the Pledgee, subject to the security interests reflected on Exhibit B-1. Until this
Agreement is terminated pursuant to Section 11 hereof, the Pledgor covenants and agrees that it will defend, for the benefit
of the Pledgee, the Pledgee’s right, title and security interest subject to the Existing Liens 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


 


(h) 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.


 


4. 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 the Pledgee’s agent and to
hold the same in trust for the Pledgee, and to deliver the same promptly (but in any event within five days) to the 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 the Pledgee subject to the terms hereof, as
additional Pledged Collateral. The Pledgor shall promptly deliver to the Pledgee (i) a Pledge Addendum with respect to such
additional certificates, and (ii) any financing statements or amendments to financing statements as requested by the Pledgee.
The Pledgor hereby authorizes the 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 the Pledgee, be held by the Pledgor in trust as additional Pledged
Collateral.


 






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5. Voting
Rights; Dividends; Certificates.


 


(a) 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. Subject to the rights
of the Existing Liens, as applicable, the Pledgor hereby grants to the 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 the Pledgee, upon the occurrence and during the continuance of an Event of
Default. Upon the request of the Pledgee at any time, the Pledgor agrees to deliver to the Pledgee such further evidence of
such irrevocable proxy or such further irrevocable proxies to vote the Pledged Interests as the Pledgee may
request.


 


(b) 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 the Pledgee, and
the Pledgee shall be entitled to receive and retain, for the benefit of the Pledgee and the Purchasers, all such cash or
other distributions as additional security for the Obligations.


 


(c) Subject
to any sale or other disposition by the 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.


 


(d) 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.


 






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6. Rights
of Pledgee. The 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 the Pledgee be under any
obligation to take any action whatsoever with regard thereto. Any or all of the Pledged Interests held by the Pledgee
hereunder may, if an Event of Default has occurred and is continuing, without notice, be registered in the name of the
Pledgee or its nominee, and the 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 the 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 the Pledgee
may reasonably determine, all without liability except to account for property actually received by the Pledgee, but the
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.


 








7. Remedies.
Upon the occurrence and during the continuance of an Event of Default, the 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, the 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 the Pledgee’s offices or elsewhere upon such terms and conditions as the 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 the 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 the
Pledgor, which right or equity is hereby expressly waived or released. The 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 the Pledgee hereunder, including reasonable attorneys’ fees and legal expenses, to the
payment, in whole or in part, of the Obligations, in such order as the 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
the Pledgee of any other amount required by any provision of law, including, without limitation, Section 9-608 of the UCC,
need the Pledgee account for the surplus, if any, to the Pledgor. The Pledgor agrees that the 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 after default it has signed 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 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.


 






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8. 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 the
Pledgee provided for by this Agreement and the Security Agreement and Permitted Liens as defined in the Notes.


 


9. Sale
of Pledged Interests.


 


(a) The
Pledgor recognizes that the 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 the Pledgee to engage in any such private sales or dispositions under such circumstances. The 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.


 


(b) 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 the
Pledgee and that the Pledgee has no adequate remedy at law in respect of such breach and, as a consequence, agrees, without
limiting the right of the 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.


 






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(c) The
Pledgor further agrees to indemnify and hold harmless the Purchasers, the 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 the 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 the 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.


 


(d) 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 the Pledgee pursuant to the terms of this Agreement until
the termination of this Agreement in accordance with Section 11 below.


 


10. No
Waiver; Cumulative Remedies. The Pledgee shall not by any act, delay, omission or otherwise be deemed to have waived any
of its remedies hereunder, and no waiver by the Pledgee shall be valid unless in writing and signed by the Pledgee, and then
only to the extent therein set forth. A waiver by the Pledgee of any right or remedy hereunder on any one occasion shall not
be construed as a bar to any right or remedy which the Pledgee would otherwise have on any further occasion. No course of
dealing between the Pledgor and the Pledgee and no failure to exercise, nor any delay in exercising on the part of the
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.


 




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11. Termination.
This Agreement and the liens and security interests granted hereunder shall terminate and the Pledgee, at the
Pledgor’s sole reasonable cost and reasonable expense, shall immediately return any Pledged Interests or other Pledged
Collateral then held by the Pledgee in accordance with the provisions of this Agreement to the 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 the
Pledgee and/or Purchasers.


 


12. Possession
of Collateral. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Interests in the
physical possession of the Pledgee pursuant hereto, neither the Pledgee, nor any nominee of the 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 the Pledgee shall have no duty to advise the Pledgor of information known to the Pledgee regarding such
condition or any such circumstance. The 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.


 


13. Taxes
and Expenses. The Pledgor will jointly and severally pay to the 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 the 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 the Pledgee and of any experts and agents that the 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 the Pledgee
hereunder, or (iv) the failure of the 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 the Pledgee’s written demand for
such payment and (b) the date set forth in the Pledgee’s written demand for such payment if such payment is required to
be made by the Pledgee prior to the ten (10) day period referred to in the foregoing clause “(a).”


 






    	 	9	 



    	 	 	 



    




 


14. The
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 the Pledgee’s discretion, to take any action and to execute any instrument that the 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 the
Pledgee after the occurrence and during the continuance of an Event of Default.


 


15. 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 New York County, New York, 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 HEREBY.


 


16. 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.


 


17. Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of,
this Agreement.


 


18. 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.


 






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19. ENTIRE
AGREEMENT; AMENDMENTS. THIS AGREEMENT, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS, SUPERSEDES ALL OTHER PRIOR ORAL OR
WRITTEN AGREEMENTS BETWEEN THE PLEDGOR, THE 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 THE PLEDGEE.


 


20. 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.


 


21. 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. The Pledgor shall not assign this Agreement or any rights or
obligations hereunder without the prior written consent of the Pledgee. The 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 the Pledgee hereunder with
respect to such assigned rights.


 


22. 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.


 


23. Survival.
All representations, warranties, covenants and agreements of the Pledgor and the Pledgee shall survive the execution and
delivery of this Agreement.








 


24. Further
Assurances. The Pledgor agrees that it will, at any time and from time to time upon the written request of the 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 the 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.


 


25. 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.


 


26. Pledgee
Authorized. The Pledgor hereby authorizes the 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.


 


27. 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.


 


28. 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.


 


[Signature
Page Follows]


 




    	 	11	 



    		 	 



    





 


IN
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.


 


		PLEDGOR:
	 	 	 
	 	oncbiomune pharmaceuticals, inc., a Nevada corporation
	 	 	 
	 	By:
    	/s/
    Jonathan F. Head                     
	 	Name:	Jonathan
    F. Head
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	PLEDGEE:
	 	 	 
	 	Cavalry Fund I LP, a Delaware limited partnership, in its capacity as agent for the Purchasers
	 	By:	Cavalry
    Fund I Management LLC
	 	 	Its
    General Partner
	 	 	 
	 	By:	/s/
    Thomas P. Walsh
	 	Name:	Thomas
    P. Walsh
	 	Title:	Manager


 




    	 	 	SIGNATURE
                                         PAGE TO
 PLEDGE AGREEMENT



    	 	 	 



    


 


ACKNOWLEDGEMENT


 


Each
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 the Pledgee or its nominee or the exercise of voting rights by the 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.


 


Dated:
September ____, 2018


 


	ONCBIOMUNE, INC., a Louisiana corporation	 
	 	 	 
	By:	/s/
    Jonathan F. Head	 
	Name:	Jonathan
    F. Head	 
	Title:	President	 


 




    	 	 	SIGNATURE
                                         PAGE TO
 ACKNOWLEDGMENT TO
 PLEDGE AGREEMENT



    	 	 	 



    



 


EXHIBIT
A


to
Pledge Agreement


 


Description
of Pledged Interests or Units


 





	Pledgor	 	Name of

                                                                                Pledged Entity
	 	Class	 	Stock
    or Unit Certificate No.	 	Percentage
    of Units Held by Pledgor	 
	ONCBIOMUNE
    PHARMACEUTICALS, INC., a Nevada corporation	 	ONCBIOMUNE,
    INC., a Louisiana corporation	 	Common
    Stock	 		 	 	100%	


 










    	 	 	 



    	 	 	 



    


 


EXHIBIT
B


to
Pledge Agreement


 


Addendum
to Pledge Agreement


 


The
undersigned, being the Pledgor pursuant to that certain Pledge Agreement dated as of September ___, 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 (the
“Pledgee”), by executing this Addendum, hereby acknowledges that the 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”). The Pledgor hereby agrees and acknowledges
that the Shares shall be deemed Pledged Interests pursuant to the Pledge Agreement. The Pledgor hereby represents and warrants
to the Pledgee that (i) all of the [capital stock / type of interest] of the Company now owned by the 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 the Pledgor, are being delivered to the Pledgee, simultaneously herewith (or have been previously delivered
to the 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.


 


Pledged
Interests


 


	Name
                                         of the Pledged

                                                                                                                                                   Entity
	 	Class
                                         of Equity

                                                                                                                                                   Interest
	 	Certificate

                                                                                                                                                   No.
	 	Percentage
    of Units Held by Pledgor
	 
	 	 	 	 	 	 
	 

        
	 	 	 	 	 	 





 


IN
WITNESS WHEREOF, Pledgor has executed this Addendum this _____ day of ____________.


 


	 	ONCBIOMUNE PHARMACEUTICALS, INC.
	 	 	 
	 	By:
    	                             
	 	Name:	 
	 	Title:	 


 




    	 	 	



    	 	 	 



    


 


EXHIBIT
B-1


to
Pledge Agreement


 


Approved
Prior Liens