STOCK PLEDGE AGREEMENT


 


PLEDGE AGREEMENT
(this “Agreement”), dated __, 2012, made by and among Shades Holding, Inc., a Florida corporation (the “Company”)
and the holder signatory hereto (the “Pledgor”) of certain shares of Common Stock of the Company, in favor the
holders of the Company’s Secured Promissory Note, dated _, 2012 (the “Pledgees”).


 


W I
T N E S S E T H:


 


WHEREAS, the
Company has issued to the Pledgees a Secured Promissory Note in the aggregate principal amount of $100,000 (the “Note”);


 


WHEREAS, as
a condition to the obligation of the Pledgees to accept the Note, the Pledgor, as shareholder of the Company, has agreed to make
the pledge contemplated by this Agreement in order to induce Pledgees to accept the Note;


 


WHEREAS, Pledgor
own the shares of the Company’s Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”),
set forth opposite the Pledgor’ names on Schedule A attached hereto;


 


WHEREAS, terms
used but not otherwise defined in this Agreement that are defined in Article 9 of the Uniform Commercial Code in effect in the
State of New York at that time (whether or not the UCC applies to the affected Pledged Collateral) (the “UCC”)
shall have the meanings ascribed to them in the UCC; and


 


NOW, THEREFORE,
in consideration of the premises, covenants and promises contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


SECTION
1.      Pledge and Security
Interest. Pledgor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Pledgees, and grants to the
Pledgees a continuing first priority security interest in, a first lien upon and a right of set-off against, all of its respective
rights, titles and interests of whatsoever kind and nature in (the “Security Interest”), and to secure the complete
and timely payment, performance and discharge in full, as the case may be, of all of the obligations pursuant to the Note, the
following (collectively, the “Pledged Collateral”):


 


(a)               
2,000,000 shares of Common Stock owned by Pledgor and set forth on Schedule A attached hereto (the “Pledged
Shares”), and all dividends, cash, instruments and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged Shares; and


 


(b)              
all proceeds of any and all of the foregoing Pledged Collateral, in whatever form (including, without limitation, proceeds
that constitute property of the types described above).


 






    	 



    	 



    
 


SECTION
2.      Security for Obligations.
This Agreement secures the payment and performance of the following obligations (collectively, the “Obligations”):
all present and future indebtedness, obligations, covenants, duties and liabilities of any kind or nature of the Company to the
Pledgees now existing or hereafter arising, including but not limited to, under or in connection with this Agreement, the Note
and all agreements and documents executed and delivered in connection therewith (collectively, the “Transaction Documents”).


 


SECTION
3.      Delivery of Pledged
Collateral.


 


(a)               
On or before the date hereof, all certificates representing or evidencing the Pledged Shares, in suitable form for
transfer by delivery, or accompanied by instruments of transfer or assignment duly executed in blank, including a signature guarantee,
are being deposited with and delivered to Sichenzia Ross Friedman Ference LLP (the “Escrow Agent”), as escrow
agent for the Pledged Shares. The Pledgees shall have the right, at any time after the occurrence of an Event of Default (as hereinafter
defined), without notice to the Pledgor, to transfer to or to register in the name of the Pledgees or their nominees any or all
of the Pledged Collateral. In addition, the Pledgees shall have the right at any time after the occurrence of an Event of Default,
to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller
or larger denominations.


 


(b)              
If Pledgor shall receive, by virtue of its being or having been an owner of any Pledged Collateral, any (i) stock certificate
(including, without limitation, any certificate representing a stock dividend or distribution in connection with any increase or
reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or
split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange
for, any Pledged Collateral, or otherwise, (iii) dividends or interest payable in cash or in securities or other property, (iv)
dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property
received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Collateral, (v) dividends or other
distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital
surplus or paid-in surplus, or (vi) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged
Collateral, such stock certificate, promissory note, instrument, option, right, property, payment or distribution constituting
Pledged Collateral shall be, and shall forthwith be delivered to the Escrow Agent to hold as, Pledged Collateral and shall be received
in trust for the benefit of the Pledgees, shall be segregated from Pledgor's other property and shall be delivered forthwith to
the Escrow Agent in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank,
to be held by the Pledgees as Pledged Collateral and as further collateral security for the Obligations.


 


SECTION
4.      Representations and
Warranties. Pledgor represents and warrants as follows:


 






    	 



    	 



    
 


(a)               
Pledgor is the legal, record and beneficial owner of the Pledged Collateral owned by Pledgor, free and clear of any lien,
security interest, restriction, option or other charge or encumbrance (collectively, “Liens”).


 


(b)              
The pledge of the Pledged Collateral and the grant of the Security Interest pursuant to this Agreement creates a valid and
perfected first priority security interest in the Pledged Collateral, securing payment and performance of the Obligations.


 


(c)               
No consent of any other person or entity and no authorization, approval, or other action by, and no notice to or filing
with, any governmental authority or regulatory body is required (i) for the pledge by the Pledgor of the Pledged Collateral pursuant
to this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor, (ii) for the perfection or maintenance
of the security interest created hereby, or (iii) for the exercise by the Pledgee of the voting or other rights provided for in
this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement (except as may be required in connection
with any disposition of any portion of the Pledged Collateral by laws affecting the offering and sale of securities generally).


 


(d)              
There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.


 


(e)               
No authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either
(i) for the grant by Pledgor of, or the effectiveness of, the Security Interest granted hereby or for the execution, delivery and
performance of this Agreement by Pledgor or (ii) for the perfection of or exercise by the Pledgee of their rights and remedies
hereunder.


 


(f)               
Pledgor will not transfer, pledge, hypothecate, sell or otherwise dispose of any of the Pledged Collateral without the prior
written consent of the Pledgee.


 


(g)              
Pledgor shall promptly execute and deliver to the Pledgees such further assignments, security agreements, financing statements
or other instruments, documents, certificates and assurances and take such further action as the Pledgees may from time to time
request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Pledged Collateral.


 


(h)              
Pledgor shall promptly notify the Pledgees, in sufficient detail, upon becoming aware of any attachment, garnishment, execution
or other legal process levied against any Pledged Collateral and of any other information received by Pledgor that may materially
affect the Security Interest or the rights and remedies of the Pledgees hereunder.


 


(i)                
All information heretofore, herein or hereafter supplied to the Pledgees by or on behalf of Pledgor with respect to the
Pledged Collateral is accurate and complete in all material respects as of the date furnished.


 


SECTION
5.      Further Assurances.
Pledgor agrees that at any time and from time to time, at the expense of Pledgor, the Pledgor shall promptly execute and deliver
all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Agent and/or
the Pledgees may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby
or to enable the Agent and/or Pledgees to exercise and enforce their rights and remedies hereunder with respect to any Pledged
Collateral. The Company agrees that at any time and from time to time, at the expense of the Company, the Company shall promptly
execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or
that the Pledgees may reasonably request.


 






    	 



    	 



    
 


SECTION
6.      Voting Rights in respect
of the Pledged Collateral.


 


(a)               
So long as no Event of Default shall have occurred (unless such Event of Default is waived in writing by the Pledgees):


 


(i)                
Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining
to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided,
however, that Pledgor shall not exercise or refrain from exercising any such right if, in the reasonable judgment of such
Pledgee, such action would have a material adverse effect on the Security Interest or the rights and remedies of the Pledgees hereunder;
provided, further, that Pledgor shall give the Pledgees at least ten (10) days' prior written notice of the manner
in which it intends to exercise, or the reasons for refraining from exercising, any such right.


 


(b)              
Upon and after the occurrence of any Event of Default (unless such Event of Default is waived in writing by the Pledgees):


 


(i)                
All rights of Pledgor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise
be entitled to exercise pursuant to Section 6(a)(i) shall cease, and all such rights shall thereupon become vested in the Agent
who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights.


 


SECTION
7.      Transfers and Other
Liens; Additional Shares.


 


(a)               
The Pledgor agrees that it shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant
any option with respect to, any of the Pledged Collateral, or (ii) create or permit to exist any Lien upon or with respect to any
of the Pledged Collateral, except for the security interest granted pursuant to this Agreement.


 


SECTION
8.      Pledgees Appointed Attorney-in-Fact.


 


(a)Effective
only upon an Event of Default (unless such

Event of Default is waived in writing by the Pledgees), the Pledgor hereby appoints the Pledgees as the Pledgor’ attorneys-in-fact,
with full authority in the place and stead of, and in the name of, the Pledgor or otherwise, from time to time in the Pledgees’
discretion to take any action and to execute any instrument which the Pledgees may deem necessary or desirable to accomplish the
purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to the
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.


 






    	 



    	 



    
 


(b)Pledgor
authorizes the Pledgees, and do hereby make, constitute and appoint the Pledgees and theirrespective officers, agents, successors
or assigns with full power of substitution, as the Pledgor’ true and lawful attorney-in-fact, with power to, after the occurrence
and during the continuance of an Event of Default, (i) endorse any checks, drafts, money orders or other instruments of payment
(including payments payable under or in respect of any policy of insurance) in respect of the Pledged Collateral that may come
into possession of the Pledgees; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or
express bill, bill of lading, storage or warehouse receipts, drafts against Pledgor, assignments, verifications and notices in
connection with accounts, and other documents relating to the Pledged Collateral; (iii) to pay or discharge taxes, liens, security
interests or other encumbrances at any time levied or placed on or threatened against the Pledged Collateral; (iv) to demand, collect,
receipt for, compromise, settle and sue for monies due in respect of the Pledged Collateral; (v) generally, to do, at the option
of the Pledgees, and at the expense of the Pledgor, severally and jointly, at any time, or from time to time, all acts and things
which the Pledgees deem necessary to protect, preserve and realize upon the Pledged Collateral and the Security Interest granted
herein in order to effect the intent of this Agreement all as fully and effectually as the Pledgor might or could do; and (vi)
in the event of the bankruptcy of Pledgor, to appoint a receiver or equivalent person to marshall Pledgor’s assets, and Pledgor
hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled
with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall
be outstanding.


 


(c)
Pledgor hereby irrevocably appoints the Pledgees as Pledgor’s attorneys-in-fact, with full authority in the place and
stead of Pledgor and in the name of Pledgor, from time to time in the Agent’s discretion, to take any action and to execute
any instrument which the Pledgees may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing,
in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral
without the signature of Pledgor where permitted by law.


 


SECTION
9.      Pledgees May Perform.
If Pledgor fails to perform any agreement contained herein, Pledgees may itself perform, or cause performance of, such agreement,
and the expenses of the Pledgees incurred in connection therewith shall be payable by Pledgor under Section 14 hereof.


 


SECTION
10.  The Pledgees’ Duties. Except for
the safe custody of any Pledged Collateral in its possession and the accounting for moneys actually received it hereunder, no Pledgee
shall have any duty as to any Pledged Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Pledged Collateral, whether or not such party has or is to have knowledge
of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining
to any Pledged Collateral. Each Pledgee shall be deemed to have exercised reasonable care in the custody and preservation of any
Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which such party
accords its own property.


 






    	 



    	 



    
 


SECTION
11.  Event of Default. The occurrence of any
of the following events shall constitute an event of default under this Agreement (each, an “Event of Default”):


 


(a)               
The failure of Pledgor to observe, perform or comply with any act, duty, covenant, agreement or obligation under this Agreement,
which is not cured within five business days following written notice by Agent to Pledgor;


 


(b)              
If any of the representation or warranty of Pledgor set forth in this Agreement shall be breached or shall be untrue or
incorrect in any material respect, and is not cured within ten business days following written notice by Agent to Pledgor;


 


(c)               
The filing of any financing statement with regard to any of the Pledged Collateral other than pursuant to this Agreement,
or the attachment of any additional Lien to any portion of the Pledged Collateral in favor of any Person other than the Pledgee;
or


 


(d)              
If any event of default (and expiration of any cure period) shall occur under any of the Transaction Documents.


 


Cross-Default;
Cross-Collateralization.


 


The Pledgor acknowledges
and agrees that any default under the terms of this Agreement shall constitute a default by the Company under the Note, and that
any event of default (following expiration of any applicable cure period) under the Note shall constitute a default under this
Agreement. The security interests, liens and other rights and interests in and relative to any of the real or personal property
of the Pledgor now or hereafter granted to the Pledgees by the Pledgor pursuant to any agreement, document or instrument, including,
but not limited to, this Agreement or the Note shall serve as security for any and all of the Obligations, and, for the repayment
thereof, Pledgees may resort to any such collateral in such order and manner as they may elect.


 


SECTION
13.  Remedies upon Event of Default. Upon and
after the occurrence of any Event of Default:


 


(a)               
The Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein
or otherwise available to the Agent (including, without limitation, the vesting in the Agent pursuant to Section 6(b)(i) of the
sole right to exercise voting rights pertaining to the Pledged Collateral, including, without limitation, voting rights with respect
to the sale of assets of the issuer of such Pledged Collateral), all the rights and remedies of a secured party on default under
the UCC, and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof at public or private
sale, at any exchange, broker's board or at any of the Agent's offices or elsewhere, for cash, on credit or for future delivery,
and upon such other terms as the Agent may deem commercially reasonable. Pledgor agrees that, to the extent notice of sale shall
be required by law, at least ten (10) days’ notice to Pledgor of the time and place of any public sale or the time after
which any private sale is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale
of Pledged Collateral regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time
to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned. Pledgor acknowledges and agrees that the Pledged Collateral consisting of the Pledged Shares,
and/or any other shares of common stock of the Company, is of a type customarily sold on a recognized market, and accordingly that
no notice of the sale thereof need be given. In addition, Agent may transfer all of the Pledged Collateral to Pledgees, who may
hold all of such Pledged Collateral as payment in full of the Obligations


 






    	 



    	 



    
 


(b)              
Any cash held by the Agent or the Pledgees as Pledged Collateral and all cash proceeds received by the Agent or the Pledgees
in respect of any sale of, collection from, or other realization upon all or any part of the Pledged Collateral may, in the discretion
of the Agent or the Pledgees, be held as collateral for, and/or then or at any time thereafter be applied (after payment of any
amounts payable pursuant to Section 14) in whole or in part against, all or any part of the Obligations. Any surplus of such cash
or cash proceeds held by the Agent or the Pledgees and remaining after payment in full of all the Obligations shall be paid over
to the Pledgor, or to whomsoever may be lawfully entitled to receive such surplus.


 


SECTION
14.  Expenses. The Pledgor and the Company,
severally and jointly, shall upon demand pay to the Agent and/or the Pledgees the amount of any and all reasonable expenses, including
reasonable attorneys’ fees and expenses and the reasonable fees and expenses of any experts and agents, which the Agent and/or
Pledgees may incur in connection with (a) the administration of this Agreement, (b) the custody or preservation of, or the sale
of, collection from, or other realization upon, any of the Pledged Collateral, (c) the exercise or enforcement of any of the rights
of the Agent and/or Pledgees hereunder or (d) the failure by Pledgor to perform or observe any of the provisions hereof.


 


SECTION
15.  Continuing Security Interest; Termination.
This Agreement shall create a continuing security interest in the Pledged Collateral and shall remain in full force and effect
until the indefeasible payment in full of the Obligations. Upon the indefeasible payment in full of the Obligations, the security
interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the Pledgor. Upon any such termination,
the Agent shall, at the Pledgor’ expense, return, pro-rata, to the Pledgor such of the Pledged Collateral as shall not have
been sold or otherwise applied pursuant to the terms hereof and execute and deliver to the Pledgor such documents as the Pledgor
shall reasonably request to evidence such termination.


 


SECTION
16.  Governing Law; Terms. This Agreement shall
be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflict
of laws. Pledgor agrees to submit to the in personam jurisdiction of the state and federal courts situated within
the City of New York, State of New York with regard to any controversy arising out of or relating to this Agreement. Unless otherwise
defined herein, terms defined in Article 9 of the UCC are used herein as therein defined.


 






    	 



    	 



    
 


SECTION
17.  Notice. All notices and other communications
hereunder shall be in writing and shall be deemed to have been received when delivered personally (which shall include, without
limitation, via express overnight courier) or if mailed, three (3) business days after having been mailed by registered or certified
mail, return receipt requested, postage prepaid, to the addresses of the parties as set forth herein.


 


SECTION
18.  Waivers.


 


(a)               
Waivers. Pledgor waives any right to require the Pledgees to (i) proceed against any person, (ii) proceed against
any other collateral under any other agreement, (iii) pursue any other remedy, or (iv) make presentment, demand, dishonor, notice
of dishonor, acceleration and/or notice of non-payment.


 


(b)              
Waiver of Defense. No course of dealing between the Pledgor and the Pledgees, nor any failure to exercise nor any
delay in exercising on the part of the Agent or Pledgees, any right, power, or privilege under this Agreement or under any of
the other Transaction Documents shall operate as a waiver. No single or partial exercise of any right, power, or privilege under
this Agreement or under any of the other Transaction Documents shall preclude any other or further exercise of such right, power,
or privilege or the exercise of any other right, power, or privilege.


 


SECTION
19.  Rights Are Cumulative. All rights and
remedies of the Agent and the Pledgee with respect to the Pledged Collateral, whether established by this Agreement, the other
Transaction Documents or by law, shall be cumulative and may be exercised concurrently or in any order.


 


SECTION
20.  Indemnity. Pledgor agrees to indemnify
and hold harmless the Agent, the Pledgees and their respective heirs, successors and assigns against and from all liabilities,
losses and costs (including, without limitation, reasonable attorneys' fees) arising out of or relating to the taking or the failure
to take action in respect of any transaction effected under this Agreement or in connection with the lien provided for herein,
including, without limitation, any and all excise, sales or other taxes which may be payable or determined to be payable with
respect to any of the Pledged Collateral, except to the extent resulting from their gross negligence or intentional misconduct.
The liabilities of the Pledgor under this Section 20 shall survive the termination of this Agreement.


 


SECTION
21.  Severability. The provisions of this Agreement
are severable. If any provision of this Agreement is held invalid or unenforceable in whole or in part in any jurisdiction, then
such invalidity or unenforceability shall affect only such provision, or part thereof, in such jurisdiction, and shall not in
any manner affect such provision or part thereof in any other jurisdiction, or any other provision of this Agreement in any jurisdiction.


 


SECTION
22.  Counterparts. This Agreement may be executed
in several counterparts, each of which shall be considered an original, but all of which together shall constitute one and the
same instrument.


 






    	 



    	 



    
 


SECTION
23.  Amendments; Entire Agreement. This Agreement
is subject to modification only by a writing signed by the parties. To the extent any provision of this Agreement conflicts with
any provision of the Note, the provision giving Pledgees greater rights or remedies shall govern, it being understood that the
purpose of this Agreement is to add to, and not detract from, the rights granted to Pledgees under the Note. This Agreement and
the other Transaction Documents constitute the entire agreement of the parties with respect to the subject matter of this Agreement.


 


SECTION
24.  Successors and Assigns. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives,
successors and assigns; provided, however, that Pledgor may not, without the prior written consent of the Pledgees,
assign or delegate any rights, powers, duties or obligations hereunder, and any such purported assignment or delegation without
such consent shall be null and void.


 






    	 



    	 



    



 


IN WITNESS WHEREOF,
the parties hereto have duly executed and delivered this Agreement as of the date first above written.





 


PLEDGOR:


 


 


 


__________________________


By:


Title:


Address for Notice:


No. of Shares:


 


 





THE COMPANY:


 


SHADES HOLDING, INC.


 


 


By: _________________________


Name:


Title:


 


 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR PLEDGEE FOLLOWS]


 






    	 



    	 



    
 


[PLEDGEE SIGNATURE PAGES TO PLEDGE AGREEMENT]


 


 


Name of Pledgee: _______________________


 


Signature of Authorized Signatory of Pledgee: ____________________________


 


Name of Authorized Signatory: ________________________________


 


Title of Authorized Signatory: _______________________________


 


E-mail Address of Authorized Signatory: _______________________