Exhibit 10.5


 


Equity Pledge Agreement


 


This EQUITY PLEDGE
AGREEMENT, (this “Agreement”), dated May 15, 2017, is made by and among:


 


Party A:
 Enigma Technology International Corporation, with registered address at Box 933, Road Town, Tortola, British Virgin
Islands, VG1110; and


 


Party
B: Chanikarn Lertchawalitanon at No. 8/5 Soi Patanakarn 30, Patanakarn Road, Suan Luang Sub-District, Suan Luang District,
Bangkok, Thailand;


 





Party
C: Digiwork (Thailand) Co., Ltd., with registered address at 121/34, RS Tower, 8th Floor, Ratchadaphisek road, Din Daeng
Sub-district, Din Daeng, Bangkok, Thailand.


 


Party B is referred to as “Pledgor”
hereinafter; Party A is referred to as “Pledgee” hereinafter; and either the Pledgors or the Pledgee is individually
referred to as a “Party” and collectively referred to as the “Parties”.


 


Whereas,


 


		(1)	Digiwork (Thailand) Co., Ltd. (“Thai Company”) is
                                         a company duly incorporated and validly existing under the laws of Thailand with the
                                         registered share capital of 5,000,000 Baht, divided into 500,000 shares.



 


		(2)	The Pledgor holds 12,500 shares of Thai Company (the “Shares”).



 


		(3)	The Pledgee is a wholly foreign owned company duly incorporated
                                         and existing under the laws of the British Virgin Islands.



 


		(4)	The Pledgee and Thai Company entered into an Exclusive Technology
                                         Consulting and Service Agreement (“Services Agreement”) on May 15, 2017.



 


		(5)	The Pledgor, the other shareholders of Thai Company and the Pledgee
                                         entered into an Exclusive Purchase Option Agreement on May 15, 2017 (“Exclusive
                                         Purchase Option Agreement”). In addition, the Pledgor delivered the Power of Attorney
                                         to the Pledgee on May 15, 2017 (“Power of Attorney”, together with the Services
                                         Agreement, and Exclusive Purchase Option Agreement, collectively referred as “Master
                                         Agreement”).



 


		(6)	In order to secure the Pledgor’s performance of her obligations
                                         under this Agreement and the Master Agreement, and in order to ensure Thai Company to
                                         be able to perform its obligations under the Services Agreement, the Pledgor hereby pledges
                                         all the equity interests held by her in Thai Company as the guaranty for her and/or Thai
                                         Company’s performance of obligations under the Master Agreement.



 


NOW, THEREFORE, the Parties hereby agree
as follows through friendly negotiations:


 


		1.	Definition



 


Unless otherwise specified
herein, the following words shall have the meanings as follows:


 


		1.1	Pledge Right: means the priority right the Pledgee owns,
                                         with respect to the proceedings arising from selling at a discount, auction of, or selling
                                         off the equity interests pledged by the Pledgor to the Pledgee.



 


		1.2	Pledged Equity Interests: means all the equity interests
                                         duly held by the Pledgor in Thai Company, i.e. the Shares of Thai Company, as well as
                                         all the other rights created over it.



 


		1.3	Term of Pledge: means the period of term specified in Article 3
                                         hereof.



 


		1.4	Event of Default: means any of the circumstances listed
                                         in Article 7 hereof.



 




     


     


    

 


		1.5	Notice of Default: means any notice issued by the Pledgee
                                         to the Pledgors in accordance with this Agreement specifying an Event of Default.



  


		2.	Pledge Right and Scope of Guaranty



 


		2.1	The Pledgor agrees to pledge all the Pledged Equity Interests
                                         to the Pledgee as the guaranty for her and/or Thai Company’s performance of all
                                         the obligations under the Master Agreement and all the liabilities of indemnification
                                         to the Pledgee which may arise due to the invalidity or cancellation of the Master Agreement.
                                         Thai Company agrees with such equity pledge arrangement.



 


		2.2	The effect of guaranty under the Master Agreement will
                                         not be prejudiced by any amendment or change of the Master Agreement. The invalidity
                                         or cancellation of the Master Agreement does not impair the validity of this Agreement.
                                         In the event that the Master Agreement is deemed as invalid, or cancelled or revoked
                                         for any reason, the Pledgee is entitled to realized its pledge right in accordance with
                                         Article 8 hereof.



 


		3.	Creation and Term of Pledge



 


		3.1	The Pledge Right hereunder shall be reflected on the register
                                         of shareholders and the capital contribution certificate in accordance with the form
                                         as attached to this Agreement.



 


		3.2	The term of the Pledge Right is effective from the registration
                                         of pledge of equity interests with the Office of the central company and partnership
                                         Registration of the place where Thai Company is registered, till the day on which all
                                         the obligations under the Master Agreement are fully performed (“Term of Pledge”).



 


		3.3	During the Term of Pledge, if the Pledgor and/or Thai Company
                                         fails to perform any obligation under or arising from the Master Agreement, the Pledgee
                                         has the right to dispose of the Pledge Right in accordance with Article 8 hereof.



 


		4.	Possession of Pledge Certificates



 


		4.1	The Pledgor shall deliver the register of shareholders
                                         and capital contribution certificate of Thai Company which reflects the pledge of equity
                                         interests as mentioned in above Article 3 within three (3) business days upon
                                         the pledge is recorded on such documents, to the Pledgee for its possession , and the
                                         Pledgee is obligated to keep the received pledge documents.



 


		4.2	The Pledgee is entitled to all the proceeds in cash including
                                         the dividends and all the other non-cash proceeds arising from the Pledge Equity Interests
                                         since May 15, 2017.



 


		5.	Representations and Warranties of the Pledgor



 


		5.1	The Pledgor is the legal owner of Pledged Equity Interests.



 


		5.2	Once the Pledgee intends to exercise the rights of the
                                         Pledgee under this Agreement anytime, it shall be protected from any interference from
                                         any other party.



 


		5.3	The Pledgee has the right to dispose of or transfer the
                                         Pledge Right in the way as described hereunder.



 


		5.4	The Pledgor has never created any other pledge right or
                                         any other third party right over the equity interests except towards the Pledgee.



 


		6.	Covenants from the Pledgors



 


		6.1	During the term of this Agreement, the Pledgor covenants to
                                         the Pledgee as follows:



 




     


     


    

 


		6.1.1	Without prior written consent of the Pledgee, the Pledgor
                                         should not transfer the Pledged Equity Interests, or create or allow creation of any
                                         new pledge or any other security upon the Pledged Equity Interests which may impair the
                                         rights and/or interest of the Pledgee, except for the transfer of equity interests to
                                         the Pledgee or the person designated by the Pledgee in accordance with the Exclusive
                                         Purchase Option Agreement.



 


		6.1.2	The Pledgor shall abide by and exercise all the provisions
                                         of laws and regulations in relation to the pledge of rights, and shall present the Pledgee
                                         any and all notices, directions or suggestions issued by related competent authorities
                                         within two (2) days upon the receipt of such notices, directions or suggestions,
                                         and shall comply with such notices, directions or suggestions, or present its opposite
                                         opinions and representations regarding the above mentioned issues according to the reasonable
                                         request of the Pledgee or with the consent from the Pledgee;



 


		6.1.3	The Pledgor shall give prompt notice to the Pledgee regarding
                                         any occurrence or received notice which may influence the equity interests or any part
                                         of the equity interests held by the Pledgor, or may change any warranties or obligations
                                         of the Pledgor under this Agreement or may influence the performance of obligations by
                                         the Pledgor hereunder.



 


		6.2	The Pledgor agrees that, the right of the Pledgee to exercise
                                         of Pledge Right hereunder in accordance with this Agreement, shall not be interfered
                                         or impaired by any legal proceedings taken by the Pledgor, or the successor or designated
                                         person of the Pledgor or any other person.



 


		6.3	The Pledgor warrants to the Pledgee that, in order to protect
                                         or consummate the guaranty provided by this Agreement regarding the performance of the
                                         Master Agreement, the Pledgor will faithfully sign, or cause any other party which is
                                         materially related to the Pledge Right to sign, any and all right certificates and deeds,
                                         and/or take, or cause any other party which is materially related to the Pledge Right
                                         to take, any and all actions, reasonably required by the Pledgee, and will facilitate
                                         the exercise of the rights and authorizations granted to the Pledgee under this Agreement,
                                         enter into any change to related equity certificate with the Pledgee or the Pledgee’s
                                         designated person (individual/legal person), and provide to the Pledgee any and all notices,
                                         orders and decisions as deemed necessary by the Pledgee.



 


		6.4	The Pledgor undertakes to the Pledgee she will abide by and
                                         perform all representations, warranties and undertakings to protect the interests of
                                         the Pledgee. The Pledgor shall indemnify the Pledgee any and all losses suffered by the
                                         Pledgee due to the Pledgor’s failure or partial failure in performance of her representations,
                                         warranties or undertakings.



 


		6.5	The Pledgor covenants to the Pledgee that she assumes several
                                         and joint liabilities with respect to the obligations hereunder.



 


		6.6	The Pledgor irrevocably agrees to waive the preemptive right
                                         with respect to the Pledged Equity Interests pledged by other shareholders of Thai Company
                                         to the Pledgee, as well as the transfer of equity interests due to the exercise of Pledge
                                         Right by the Pledgee.



 


		7.	Event of Default



 


		7.1	Any of the following is deemed as an Event of Default:



 


		7.1.1	Thai Company fails to perform its obligations under the
                                         Master Agreement;



 


		7.1.2	Any representation or warranty of the Pledgor under this
                                         Agreement is substantially misleading or untrue, and/or the Pledgor breaches any of her
                                         representations and warranties under this Agreement;



 




     


     


    

 


		7.1.3	The Pledgor breaches her covenants hereunder;



 


		7.1.4	The Pledgor breaches any provision hereof;



 


		7.1.5	Except that the Pledgor transfers the equity interests
                                         to the Pledgee or the Pledgee’s designated person in accordance with the Exclusive
                                         Purchase Option Agreement, the Pledgor waives the Pledged Equity Interests or transfers
                                         the Pledged Equity Interests without the written consent from the Pledgee;



 


		7.1.6	Any external borrowings, guaranty, indemnification, undertakings
                                         or any other liabilities of the Pledgor (1) is required to be repaid or exercised
                                         early due to its default; or (2) is not repaid or exercised when due, which makes
                                         the Pledgee reasonably believes that the ability of the Pledgor to perform her obligations
                                         under this Agreement has been impaired.



 


		7.1.7	The Pledgor fails to repay general debts or other liabilities;



 


		7.1.8	This Agreement is deemed to be illegal with promulgation
                                         of related laws, or the Pledgor is unable to continue to perform her obligations hereunder;



 


		7.1.9	The consent, permit, approval or authorization from the
                                         competent authorities for making this Agreement enforceable, legal or valid is revoked,
                                         suspended, invalidated or materially amended;



 


		7.1.10	Adverse change occur with respect to the assets of the
                                         Pledgor, which makes the Pledgee reasonably believes that the ability of the Pledgor
                                         to perform her obligations under this Agreement has been impaired.



 


		7.1.11	Successor of the Pledgor or Thai Company can only perform
                                         part of, or refuses to perform, its obligations under this Agreement.



 


		7.1.12	Other circumstances occur which make the Pledgee unable
                                         to exercise or dispose of the Pledge Right in accordance with related laws.



 


		7.2	In the event that is aware of or discover that any issue
                                         described in the above Article 7.1 or any other issue which may cause the occurrence
                                         of such mentioned issues has occurred, the Pledgor shall give a prompt written notice
                                         to the Pledgee.



 


		7.3	Unless that the Event of Default specified in above Article 7.1
                                         has been resolved to the satisfaction of the Pledgee, otherwise the Pledgee is entitled
                                         to (not obligated to) serve a Notice of Default to the Pledgor immediately following
                                         or any time after the occurrence of the Event of Default, to require the Pledgor and
                                         Thai Company to immediately perform its obligations under the Master Agreement (including
                                         without limitation to payment of the due and unpaid debts and other amounts payable under
                                         the Services Agreement) or dispose of the Pledge Right in accordance with Article 8
                                         hereof.



 


		8.	Exercise of Pledge Right



 


		8.1	Prior to the fully fulfillment of performance of the obligations
                                         under the Master Agreement, the Pledgor should not transfer the Pledged Equity Interests
                                         without the written consent of the Pledgee.



 


		8.2	In the event of occurrence of the Event of Default described
                                         in above Article 7, the Pledgee shall give a Notice of Default to the Pledgor when
                                         exercising the Pledge Right. The Pledgee may exercise the right to dispose of the Pledge
                                         Right at the same time of or any time after the service of the Notice of Default.



 




     


     


    

 


		8.3	The Pledgee has the right to sell in accordance with legal
                                         procedure or dispose of in the other way allowed by law the Pledged Equity Interests
                                         hereunder. If the Pledgee decides to exercise the Pledge Right, the Pledgor undertakes
                                         to transfer all of her shareholder rights to the Pledgee for exercise. In addition, the
                                         Pledgee has the priority to receive the proceedings arising from selling at a discount,
                                         auction of, or selling off the equity interests pledged by the Pledgor to the Pledgee
                                         according to the legal proceedings.



 


		8.4	When the Pledgee is disposing of the Pledge Right in accordance
                                         with this Agreement, the Pledgor should not create any obstacle, and shall provide any
                                         necessary assistance to help the Pledgee to realize the Pledge Right.



 


		9.	Transfer of Agreement



 


		9.1	Unless with the prior consent from the Pledgee, the Pledgor
                                         has no right to grant or transfer any of her rights and obligations hereunder.



 


		9.2	This Agreement is binding upon the Pledgor and her successor,
                                         as well as the Pledgee and its successors and assignees permitted by the Pledgee.



 


		9.3	The Pledgee is entitled to transfer any or all rights and
                                         obligations under the Master Agreement to any person (individual/legal person) designated
                                         by it at anytime. Under this circumstance, the assignee has the same rights and obligations
                                         as the Pledgee under this Agreement, as if such rights and obligations are granted to
                                         it as a party to this Agreement. When transferring the rights and obligations under the
                                         Services Agreement, this Agreement, the Loan Agreement, the Exclusive Purchase Option
                                         Agreement and/or Power of Attorney, the Pledgors shall sign any and all related agreement
                                         and/or documents as required by the Pledgee.



 


		9.4	With the change of pledgee due to the transfer, all the
                                         parties to the new pledge shall enter into a new pledge contract, which shall be substantially
                                         same to this Agreement in the content and to the satisfaction of the Pledgee.



 


		10.	Effectiveness and Termination



 


		10.1	This Agreement becomes effective on the date hereof.



 


		10.2	The Parties confirm that whether the pledge hereunder has
                                         been registered and recorded or not will not impair the effectiveness and validity of
                                         this Agreement.



 


		10.3	This Agreement will terminate two (2) years after the
                                         Pledgor and /or Thai Company no longer assume any liability under or arising from the
                                         Master Agreement.



 


		10.4	Release of pledge shall be recorded accordingly on the register
                                         of shareholders of Thai Company and related deregistration formalities shall be proceeded
                                         with at the Office of the central company and partnership registration Division of The
                                         Department of Business Development. Ministry of commerce.



 


		11.	Processing Fee and Other Costs



 


All fees and actual costs related to this
Agreement, including not limited to legal fees, processing fee, duty stamp and all the other related taxes and expenses shall
be borne by the Pledgor. If related taxes is borne by the Pledgee in accordance with laws, then the Pledgor shall fully indemnify
the Pledgee all the taxes withheld by the Pledgee.


  


		12.	Force Majeure



 


		12.1	“Force Majeure Event” shall mean any event
                                         beyond the reasonable controls of the Party so affected, which are unpredictable, unavoidable,
                                         irresistible even if the affected Party takes a reasonable care, including but not limited
                                         to governmental acts, Act of God, fires, explosion, geographical variations, storms,
                                         floods, earthquakes, morning and evening tides, lightning or wars, riot, strike, and
                                         any other such events that all Parties have reached a consensus upon. However, any shortage
                                         of credits, funding or financing shall not be deemed as the events beyond reasonable
                                         controls of the affected Party.



 




     


     


    

 


		12.2	In the event that the performance of this Agreement is
                                         delayed or interrupted due to the said Force Majeure Event, the affected Party shall
                                         be excused from any liability to the extent of the delayed or interrupted performance. The
                                         affected Party which intends to seek exemption from its obligations of performance under
                                         this Agreement or any provision of this Agreement shall immediately inform the other
                                         Party of such a Force Majeure Event and the measures it needs to take in order to complete
                                         its performance.



 


		13.	Dispute Resolution



 


		13.1	The formation, validity, performance and interpretation
                                         of this Agreement and the disputes resolution under this Agreement shall be governed
                                         by the laws of Thailand.



 


		13.2	The Parties shall strive to settle any dispute arising
                                         from or in connection with this Agreement through friendly consultation.  In case
                                         no settlement can be reached through consultation within thirty (30) days after the request
                                         for consultation is made by any Party, any Party can submit such matter to The Thai Arbitration
                                         Institute Office of The Judiciary, Ministry of Justice for arbitration in accordance
                                         with its then effective rules. The arbitration shall take place in Bangkok. The arbitration
                                         award shall be final and binding upon all the Parties.



 


		14.	Notices



 


Notices or other communications required
to be given by any Party pursuant to this Agreement shall be made in writing and delivered personally or sent by mail or facsimile
transmission to the addresses of the other Parties set forth below or other designated addresses notified by such other Parties
to such Party from time to time. The date when the notice is deemed to be duly served shall be determined as the follows: (a) a
notice delivered personally is deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly served on the
seventh (7th) day after the date when the air registered mail with postage prepaid has been sent out (as is shown on the postmark),
or the fourth (4th) day after the delivery date to the internationally recognized courier service agency; and (c) a notice
sent by facsimile transmission is deemed duly served upon the receipt time as is shown on the transmission confirmation of relevant
documents.


 


If to the Pledgee: Enigma
Technology International Corporation


Address: No. at Box 933, Road
Town, Tortola, British Virgin Islands, VG1110


Attention: Ratanaphon Wongnapachant


Fax:


 


If to the Pledgor:
Chanikarn Lertchawalitanon


Address: No. 8/5 Soi Patanakarn
30,


Patanakarn Road, Suan Luang Sub-District,
Suan Luang District,


Bangkok, Thailand


Fax:


  


		15.	Miscellaneous



 


		15.1	The headings contained in this Agreement are for the convenience
                                         of reference only and shall not be used to interpret, explain or otherwise affect the
                                         meaning of the provisions of this Agreement.



 


		15.2	The Parties agree to promptly execute any document and take
                                         any other action reasonably necessary or advisable to perform provisions and purpose
                                         of this Agreement.



 


		15.3	The Parties confirm that this Agreement shall, upon its effectiveness,
                                         constitute the entire agreement and common understanding of the Parties with respect
                                         to the subject matters herein and fully supersede all prior verbal and/or written agreements
                                         and understandings with respect to the subject matters herein.



 




     


     


    

 


		15.4	The Parties may amend and supplement this Agreement in writing. 
                                         Any amendment and/or supplement to this Agreement duly signed by the Parties is an integral
                                         part of and has the same effect with this Agreement.



 


		15.5	Any Party’s failure to exercise the rights under this
                                         Agreement in time shall not be deemed as its waiver of such rights and would not affect
                                         its future exercise of such rights.



 


		15.6	If any provision of this Agreement is held void, invalid or
                                         unenforceable by a court of competent jurisdiction, governmental agency or arbitration
                                         authority, the validity, legality and enforceability of the other provisions hereof shall
                                         not be affected or impaired in any way. The Parties shall cease performing such void,
                                         invalid or unenforceable provisions and revise such void, invalid or unenforceable provisions
                                         only to the extent closest to the original intention thereof to recover its validity
                                         or enforceability for such specific facts and circumstances.



 


		15.7	Any schedule hereto is an integral part of and has the same
                                         effect with this Agreement.



 


		15.8	This Agreement is made in five (5) originals with each
                                         Party holding one (1) original. And other originals are submitted to the competent
                                         authorities for proceeding with the formalities of registration of pledge of equity interests.
                                         Parties agree to fully cooperate and sign any additional documents to complete the registration
                                         of the pledge contemplated in this Agreement. Party B shall prepare and submit all the
                                         forms and applications for the registration of the pledge and this Agreement pursuant
                                         to the requirements of the laws and regulations of Thailand.



 


[Remainder of Page
Intentionally Blank]


 




     


     


    

 


(Signature Page to
Equity Pledge Agreement)


 


IN WITNESS THEREOF, each Party has signed
or caused its legal representative to sign this Agreement as of the date first written above.


 


Party A: Enigma Technology International
Corporation 


 


	 	 	[Seal]
	By:  Ratanaphon Wongnapachant	 	 
	Director	 	 


 


Party B: Pledgor


 


	 	 
	Chanikarn Lertchawalitanon	 


 





Party C: Digiwork (Thailand) Co.,
Ltd.


 


	 	 	[Seal]
	By:  Ratanaphon Wongnapachant	 	 
	Director