Exhibit 10.3


 


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: S-Mark Co., Ltd. with registered address at (Gaju-dong) 21,Gaju Ninggong 2-gil,Chungju-si, Chungcheongbuk-do, Korea.


 





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 200,000 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 its 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 the Pledgor in Thai Company as the guaranty for the
                                         Pledgor 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 its 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 it 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 its representations, warranties or undertakings.



 


		6.5	The Pledgor covenants
                                         to the Pledgee that it 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 its
                                         representations and warranties under this Agreement;



 




     


     


    

 


		7.1.3	The Pledgor breaches its 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 its 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 its 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 its 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 its 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
                                         its rights and obligations hereunder.



 


		9.2	This Agreement
                                         is binding upon the Pledgor and its 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 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:
S-Mark Co., Ltd.


Address:
(Gaju-dong) 21,Gaju Ninggong 2-gil,Chungju-si, Chungcheongbuk-do, Korea


Attention:
Dongyi Lee


Fax 5680702


 


		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


 


	By:	 	 
	 	S-Mark Co., Ltd	 


 





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


 


	 	 	[Seal]
	By:  Ratanaphon Wongnapachant	 	 
	Director