Exhibit 10.4





 


SHAREHOLDER PLEDGE AGREEMENT


 


SHAREHOLDER PLEDGE
AGREEMENT (this “Agreement”), dated as of May __, 2020, made by Yongquan Bi, a natural person, with a principal
address at 1-5-1 19 Wenxing ST Ganjingzi district Dalian City Liaoning Province PR China (the “Pledgor”),
BOQI International Medical Inc., a Delaware corporation with offices located at Room 3601, Building A, Harbour View Place, No.
2 Wuwu Road, Zhongshan District, Dalian, Liaoning Province, P. R. China, 116000 (the “Company”) and the secured
parties listed on the signature pages hereof (collectively, the “Secured Parties” and each, individually, a
“Secured Party”).


 


W I T N E S S E T H:


 


WHEREAS, the Company
and each of the Secured Parties are parties to the Securities Purchase Agreement, dated as of May 18, 2020 (as amended,
restated or otherwise modified from time to time, the “Securities Purchase Agreement”), pursuant to which the
Company has agreed to sell, and the Secured Parties has agreed to purchase, the Notes (as defined in the Securities Purchase Agreement)
and the Warrants (as defined Securities Purchase Agreement); and


 


WHEREAS, in order to
induce the Secured Parties to purchase, severally and not jointly, the Notes and Warrants as provided for in the Securities Purchase
Agreement, the Pledgor has agreed to grant each Secured Party a separate, continuing security interest in and to the
Pledged Collateral (as defined below) in order to secure the prompt and complete payment, observance and performance of the Secured
Obligations (as defined below).


 


NOW, THEREFORE, for and
in consideration of the recitals made above and other good and valuable consideration, the receipt, sufficiency and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:


 


SECTION 1. Definitions
and Rules of Interpretation.


 


(a)
Definitions. Reference is made to the Securities Purchase Agreement and the Notes for a statement of terms thereof.
All terms used in this Agreement which are defined in the Securities Purchase Agreement or the Notes or in Article 8 or Article
9 of the Uniform Commercial Code as in effect from time to time in the State of New York (the “Code”) and which
are not otherwise defined herein shall have the same meanings herein as set forth therein; provided, that terms used herein
which are defined in the Code as in effect in the State of New York on the date hereof shall continue to have the same meaning
notwithstanding any replacement or amendment of such statute except as the Secured Parties holding a majority of the Secured Obligations
then outstanding (the “Required Holders”) may otherwise determine. In the event that any such term is defined
in both the Securities Purchase Agreement, the Notes and the Code, the definition of such term in the Securities Purchase Agreement
or the Notes shall control.


 


(b)
Rules of Interpretation. Except as otherwise expressly provided in this Agreement, the following rules of interpretation
apply to this Agreement: (i) the singular includes the plural and the plural includes the singular; (ii) “or” and “any”
are not exclusive and “include” and “including” are not limiting; (iii) a reference to any agreement or
other contract includes permitted supplements and amendments; (iv) a reference to a law includes any amendment or modification
to such law and any rules or regulations issued thereunder; (v) a reference to a person includes its permitted successors and assigns;
and (vi) a reference in this Agreement to an Article, Section, Annex, Exhibit or Schedule is to the Article, Section, Annex, Exhibit
or Schedule of this Agreement.


 






     


     


    

 


SECTION 2. Pledge
and Grant of Security Interest. As collateral security for all of the Secured Obligations (as defined in Section 3 hereof),
the Pledgor hereby pledges and assigns and grants to each Secured Party a separate, continuing security interest in, and Lien on,
all of his right, title and interest in and to the following (collectively, the “Pledged Collateral”):


 


(a)
The Pledgor’s shares of Common Stock of the Company as set forth in Schedule I (as such Schedule is amended
from time to time in accordance with the terms hereof), and all future, issued and outstanding share capital, or other equity or
investment securities of, or partnership, membership, or joint venture interests in, the Company that are required to be pledged
from time to time in accordance with the terms hereof including without limitation, any Additional Pledged Shares required to be
pledged in accordance with Section 4(a) of this Agreement, whether now owned or hereafter acquired by the Pledgor and whether or
not evidenced or represented by any share certificate, certificated security or other instrument, together with the certificates
representing such equity interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends,
distributions, cash, instruments, investment property and any other property (including, but not limited to, any share dividend
and any distribution in connection with a share split) from time to time received, receivable or otherwise distributed in respect
of or in exchange for any or all of the foregoing and all cash and noncash proceeds thereof (collectively, the “Pledged
Shares”);


 


(b)
all present and future increases, profits, combinations, reclassifications, and substitutes and replacements for all or
part of the foregoing Pledged Shares heretofore described;


 


(c)
all investment property, financial assets, securities, share capital, other equity interests, share options and commodity
contracts of the Pledgor, all notes, debentures, bonds, promissory notes or other evidences of indebtedness payable or owing to
the Pledgor, and all other assets now or hereafter received or receivable with respect to the foregoing;


 


(d)
all securities entitlements of the Pledgor in any and all of the foregoing; and


 


(e)
all proceeds (including proceeds of proceeds) of any and all of the foregoing;


 


in each case, whether now owned or hereafter
acquired by the Pledgor and howsoever his interest therein may arise or appear (whether by ownership, security interest, Lien,
claim or otherwise).


 






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SECTION 3. Security
for Secured Obligations. The security interest created hereby in the Pledged Collateral constitutes continuing collateral security
for the prompt payment and due performance and observance of all of the following Secured Obligations (the “Secured Obligations”):


 


(a) all liabilities,
obligations, or undertakings owing by the Company to the Secured Parties of any kind or description arising out of or outstanding
under, advanced or issued pursuant to, or evidenced by the Securities Purchase Agreement, the Notes, the Warrants or any of the
other Transaction Documents, and


 


(b) all liabilities,
obligations, or undertakings owing by Pledgor to the Secured Parties under this Agreement, in each case with respect to the foregoing
liabilities, obligations or undertakings, irrespective of whether for the payment of money, whether direct or indirect, absolute
or contingent, liquidated or unliquidated, determined or undetermined, due or to become due, voluntary or involuntary, whether
now existing or hereafter arising, and including all interest, costs, indemnities, fees (including attorneys fees), and expenses
(including interest, costs, indemnities, fees, and expenses that, but for the provisions of the Bankruptcy Code, would have accrued
irrespective of whether a claim therefor is allowed) and any and all other amounts which Company or Pledgor is required to pay
pursuant to any of the foregoing, by law, or otherwise.


 


SECTION 4. Delivery
of the Pledged Collateral.


 


(a)
The fair market value of the Pledged Shares held by any Secured Party as of any time of determination shall equal the product
of (i) the aggregate number of shares of Common Stock pledged to such Secured Party hereunder and (ii) the quotient of (x) the
sum of the two (2) lowest VWAP (as defined in the Notes) of the shares of Common Stock during the five (5) Trading Day period immediately
prior to such time of determination, divided by (y) two (2) (subject to adjustment for any share splits, share dividends, share
combinations, recapitalizations and similar events during such measuring period) (the “Pledged Share Value”)
and shall at all times equal or exceed the aggregate principal amount outstanding under the Note (whether or not then due and payable)
of such Secured Party. The Pledgor shall, within five business days following the receipt of notice from such Secured Party that
the Pledged Share Value is less than the aggregate principal amount outstanding under the Note of such Secured Party, deliver additional
shares (“Additional Pledged Shares”) to such Secured Party in accordance with the terms of this Section 4
such that the Pledged Share Value (taking into account the fair market value of such Additional Pledged Shares) shall be no less
than the aggregate principal amount outstanding under the Note.


 


(b)
In accordance with the terms and conditions set forth in the Securities Purchase Agreement, the Pledgor shall deliver to
each of the Secured Parties as of date hereof a certificate with respect to the Pledged Shares to be initially held by such Security
Party in such amounts as set forth on Schedule I attached hereto. As of any given date, with respect to all other promissory
notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Secured
Parties pursuant to the terms of this Agreement or the Securities Purchase Agreement, including without limitation, any Additional
Pledged Shares required to be pledged in accordance with Section 4(a) above (collectively the “Additional Collateral”)
such amount equal to a fraction (i) the numerator of which is the principal amount of such Secured Party’s Note on such given
date and (ii) the denominator of which is the aggregate principal amount of all Notes outstanding as of such given date (the “Secured
Party Pro Rata Amount”) of such Additional Collateral shall be delivered to each Secured Party promptly upon receipt
thereof by or on behalf of the Pledgor. All such promissory notes, certificates and instruments shall be held by each Secured Party
pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments
of transfer or assignment or undated share powers executed in blank, all in form and substance reasonably satisfactory to the Secured
Parties. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable
thereto, the Pledgor shall cause the applicable Secured Party (or its designated custodian, nominee or other designee) to become
the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated
by the applicable Secured Party (or its designated custodian, nominee or other designee), with respect to such securities without
further consent by the Pledgor. If any Pledged Collateral consists of securities entitlements, the Pledgor shall transfer the applicable
Secured Party Pro Rata Amount of such securities entitlements to each Secured Party (or its designated custodian, nominee or other
designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by such Secured
Party (or its designated custodian, nominee or other designee) without further consent by the Pledgor.


 






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(c)
Promptly upon the receipt by the Pledgor of any Additional Collateral and contemporaneously with any delivery of Additional
Pledged Shares in accordance with Section 4(a), a Pledge Amendment, duly executed by the Pledgor, in substantially the form of
Annex I hereto (a “Pledge Amendment”), shall be delivered to each Secured Party, in respect of the Additional
Collateral which is or are to be pledged pursuant to this Agreement and the Securities Purchase Agreement, which Pledge Amendment
shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes each Secured Party
to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any
Pledge Amendment shall for all purposes hereunder constitute Pledged Collateral and the Pledgor shall be deemed upon delivery thereof
to have made the representations and warranties set forth in Section 6 with respect to such Additional Collateral.


 


(d)
If the Pledgor shall receive, by virtue of the Pledgor’s being or having been an owner of any Pledged Collateral,
any (i) share certificate (including, without limitation, any certificate representing a share dividend or distribution in connection
with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share
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 payable in cash (except such dividends permitted
to be retained by the Pledgor pursuant to Section 8 hereof) or in securities or other property or (iv) dividends, distributions,
cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in
connection with a reduction of capital, capital surplus or paid-in surplus (collectively, the “Distribution Collateral”),
the Pledgor shall hold such Distribution Collateral in trust for the benefit of the Secured Parties, shall segregate it from the
Pledgor’s other property and shall deliver the applicable Secured Party Pro Rata Amount of such Distribution Collateral forthwith
to each Secured Party in the exact form received, with any necessary endorsement and/or appropriate share powers duly executed
in blank, to be held by the each Secured Party as Pledged Collateral and as further collateral security for the Secured Obligations.


 


(e)
So long as no Event of Default (as defined in the Notes) or breach of any covenant in any Transaction Document (as defined
in the Securities Purchase Agreement) has occurred or is continuing, on each six month anniversary of the Closing Date (as defined
in the Securities Purchase Agreement) each Secured Party shall release the lesser of (x) 1/3rd of such aggregate number
of Pledge Shares initially pledged by Pledgor to such Secured Party hereunder and (y) the aggregate number of Pledge Shares then
held by such Secured Party, if any.


 






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SECTION 5. Taxes.


 


(a)
All payments made by the Pledgor hereunder or under any other Transaction Document shall be made in accordance with the
terms of the respective Transaction Document and shall be made without set-off, counterclaim, deduction or other defense. All such
payments shall be made free and clear of and without deduction for any present or future taxes, levies, imposts, deductions, charges
or withholdings, and all liabilities with respect thereto, excluding taxes imposed on the net income of any Secured Party
by the jurisdiction in which such Secured Party is organized or where it has its principal lending office (all such nonexcluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”).
If the Pledgor shall be required to deduct or to withhold any Taxes from or in respect of any amount payable hereunder or under
any other Transaction Document:


 


(i)
the amount so payable shall be increased to the extent necessary so that after making all required deductions and withholdings
(including Taxes on amounts payable to any Secured Party pursuant to this sentence) each Secured Party receives an amount equal
to the sum it would have received had no such deduction or withholding been made,


 


(ii)
the Pledgor shall make such deduction or withholding,


 


(iii)
the Pledgor shall pay the full amount deducted or withheld to the relevant taxation authority in accordance with applicable
law, and


 


(iv)
as promptly as possible thereafter, the Pledgor shall send the Secured Parties an official receipt (or, if an official receipt
is not available, such other documentation as shall be satisfactory to the Secured Parties, as the case may be) showing payment. 
In addition, the Pledgor agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes,
charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement
of, or otherwise with respect to, this Agreement or any other Transaction Document (collectively, “Other Taxes”).


 


(b)
The Pledgor hereby indemnifies and agrees to hold each Secured Party (each an “Indemnified Party”) harmless
from and against Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this Section 5) paid by any Indemnified Party  as a result of any payment made hereunder or from
the execution, delivery, registration or enforcement of, or otherwise with respect to, this Agreement or any other Transaction
Document, and any liability (including penalties, interest and expenses for nonpayment, late payment or otherwise) arising therefrom
or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted.  This indemnification
shall be paid within 30 days from the date on which such Secured Party makes written demand therefor, which demand shall identify
the nature and amount of such Taxes or Other Taxes.


 






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(c)
If the Pledgor fails to perform any of its obligations under this Section 5, the Pledgor shall indemnify each
Secured Party for any taxes, interest or penalties that may become payable as a result of any such failure. The obligations of
the Pledgor under this Section 5 shall survive the termination of this Pledge Agreement and the payment of the Obligations
and all other amounts payable hereunder.


 


SECTION 6. Representations
and Warranties. The Pledgor represents and warrants as follows:


 


(a)
The Pledgor has the legal capacity and all requisite power and authority to execute, deliver and perform its obligations
under this Agreement. This Agreement has been duly executed and delivered by the Pledgor and constitutes a legal, valid and binding
obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, except (a) as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws now or hereafter
in effect relating to, or affecting generally, the enforcement of creditors’ and other obligees’ rights and (b) where
the remedy of specific performance or other forms of equitable relief may be subject to certain equitable defenses and principles
and to the discretion of the court before which the proceeding may be brought.


 


(b)
The Pledged Shares have been duly authorized and validly issued, are fully paid and nonassessable and the holders thereof
are not entitled to any preemptive first refusal or other similar rights. All other shares constituting Pledged Collateral will
be, when issued, duly authorized and validly issued, fully paid and nonassessable.


 


(c)
The Pledgor is and will be at all times the legal and beneficial owner of the Pledged Collateral free and clear of any Lien,
security interest, option or other charge or encumbrance except for the security interest and Lien created by this Agreement or
any Permitted Liens.


 


(d)
The exercise by any Secured Party of any of its rights and remedies hereunder will not contravene any law or any contractual
restriction binding on or affecting the Pledgor or any of the properties of the Pledgor and will not result in or require the
creation of any Lien, security interest or other charge or encumbrance upon or with respect to any of the properties of the Pledgor
other than pursuant to this Agreement and the other Transaction Documents, as defined in the Securities Purchase Agreement.


 


(e)
No authorization or approval or other action by, and no notice to or filing with, any governmental authority is required
to be obtained or made by the Pledgor for (i) the due execution, delivery and performance by the Pledgor of this Agreement, (ii)
the grant by the Pledgor, or the perfection, of the security interest and Lien purported to be created hereby in the Pledged Collateral
or (iii) the exercise by any Secured Party of any of its rights and remedies hereunder, except as may be required in connection
with any sale of any Pledged Collateral by laws affecting the offering and sale of securities generally.


 


(f)
This Agreement creates a valid security interest and Lien in favor of the Secured Parties in the Pledged Collateral, as
security for the Secured Obligations. Each Secured Party having possession of the certificates representing the Pledged Shares
and all other certificates, instruments and cash constituting Pledged Collateral from time to time results in the perfection of
such security interest and Lien. Such security interest and Lien is, or in the case of Pledged Collateral in which the Pledgor
obtains rights after the date hereof, will be, a perfected Lien, subject only to the Permitted Liens. All action necessary or desirable
to perfect and protect such security interest and Lien has been duly taken, except for such Secured Party’s having possession
of certificates, instruments and cash constituting Pledged Collateral after the date hereof.


 






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SECTION 7. Covenants
as to the Pledged Collateral. So long as any Secured Obligations shall remain outstanding, the Pledgor will, unless the Required
Holders, shall otherwise consent in writing:


 


(a)
keep adequate records concerning the Pledged Collateral and permit the Secured Parties, or any designees or representatives
thereof at any time or from time to time during reasonable hours after prior written notice to examine and make copies of and abstracts
from such records;


 


(b)
at the Pledgor’s expense, promptly deliver to each Secured Party a copy of each material notice or other material
communication received by the Pledgor in respect of the Pledged Collateral;


 


(c)
at the Pledgor’s expense, defend each Secured Party’s right, title and security interest in and to the Pledged
Collateral against the claims of any Person;


 


(d)
at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments
and documents and take all further action that may be necessary or desirable or that any Secured Party may reasonably request in
order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby,
(ii) enable such Secured Party to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or
(iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to such Secured Party irrevocable
proxies in respect of the Pledged Collateral;


 


(e)
not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest
therein except as expressly permitted by the Securities Purchase Agreement or the Notes;


 


(f)
not create or suffer to exist any Lien, upon or with respect to any Pledged Collateral except for the Lien created hereby
or for any Permitted Lien;


 


(g)
not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into
any agreement or permit to exist any restriction with respect to any Pledged Collateral;


 


(h)
except as expressly permitted by the Securities Purchase Agreement, not permit the issuance of (i) any additional shares
of any class of share capital, partnership interests, member interests or other equity of the Company, (ii) any securities
convertible voluntarily by the holder thereof or automatically upon the occurrence or non-occurrence of any event or condition
into, or exchangeable for, any such shares of share capital or (iii) any warrants, options, contracts or other commitments entitling
any Person to purchase or otherwise acquire any such shares of share capital;


 






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(i)
not issue any share certificate, certificated security or other instrument to evidence or represent any share capital, any
partnership interest or membership interest described in Schedule I hereto; and


 


(j)
not take or fail to take any action which would in any manner impair the validity or enforceability of each Secured Party’s
security interest in and Lien on any Pledged Collateral.


 


SECTION 8. Voting
Rights, Dividends, Etc. in Respect of the Pledged Collateral.


 


(a)
So long as no Event of Default shall have occurred and be continuing:


 


(i)
the Pledgor may exercise any and all voting and other consensual rights pertaining to any Pledged Collateral for any purpose
not inconsistent with the terms of this Agreement, the Securities Purchase Agreement or the Notes;


 


(ii)
the Pledgor may receive and retain any and all dividends, interest or other distributions paid in respect of the Pledged
Collateral to the extent permitted by the Securities Purchase Agreement; provided, however, that any and all (A)
dividends and interest 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, (B) dividends and other distributions paid or
payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection
with a reduction of capital, capital surplus or paid-in surplus, and (C) cash paid, payable or otherwise distributed in redemption
of, or in exchange for, any Pledged Collateral, together with any dividend, distribution, interest or other payment which at the
time of such dividend, distribution, interest or other payment was not permitted by the Securities Purchase Agreement, shall be,
and shall forthwith be delivered to each Secured Party in proportion to their Secured Party Pro Rata Amount to hold as, Pledged
Collateral and shall, if received by the Pledgor, be received in trust for the benefit of such Secured Party, shall be segregated
from the other property or funds of the Pledgor, and shall be forthwith delivered to such Secured Party in the exact form received
with any necessary indorsement and/or appropriate share powers duly executed in blank, to be held by such Secured Party as Pledged
Collateral and as further collateral security for the Secured Obligations; and


 


(iii)
each Secured Party will execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and
other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other
rights which it is entitled to exercise pursuant to paragraph (i) of this Section 8(a) and to receive the dividends, distributions,
interest and other payments which it is authorized to receive and retain pursuant to paragraph (ii) of this Section 8(a),
in each case, to the extent that such Secured Party has possession of such Pledged Collateral.


 






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(b)
Upon the occurrence and during the continuance of an Event of Default (as defined in the Notes) (an “Event of Default”):


 


(i)
all rights of the Pledgor to exercise the voting and other consensual rights which he would otherwise be entitled to exercise
pursuant to paragraph (i) of subsection (a) of this Section 8, and to receive the dividends, distributions, interest
and other payments which he would otherwise be authorized to receive and retain pursuant to paragraph (ii) of subsection (a)
of this Section 8, shall cease, and all such rights shall thereupon become vested in each Secured Party which shall
thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral
such dividends, distributions, interest and other payments;


 


(ii)
without limiting the generality of the foregoing, each Secured Party may at his option exercise any and all rights of conversion,
exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Collateral as if it were the
absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Pledged Collateral
upon the merger, consolidation, reorganization, recapitalization or other adjustment of any issuer of the Pledged Collateral or
upon the exercise by any issuer of the Pledged Collateral of any right, privilege or option pertaining to any Pledged Collateral,
and, in connection therewith, to deposit and deliver any and all of the Pledged Collateral with any committee, depository, transfer
agent, registrar or other designated agent upon such terms and conditions as the Secured Parties may determine; and


 


(iii)
all dividends, distributions, interest and other payments which are received by the Pledgor contrary to the provisions of
paragraph (i) of this Section 8(b) shall be received in trust for the benefit of the Secured Parties, shall be segregated
from other funds of the Pledgor, and shall be forthwith paid over to the Secured Parties in proportion to the applicable Secured
Party Pro Rata Amount as Pledged Collateral in the exact form received with any necessary indorsement and/or appropriate share
powers duly executed in blank, to be held by such Secured Party as Pledged Collateral and as further collateral security for the
Secured Obligations.


 


SECTION 9. Additional
Provisions Concerning the Pledged Collateral.


 


(a)
The Pledgor hereby (i) authorizes the Secured Parties to file one or more financing or continuation statements, and amendments
thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization
to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without
the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments
or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to
the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the
Code or any other applicable uniform commercial code or other law in any appropriate filing office. Notwithstanding anything to
the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording,
or re-filing of any financing statement, continuation statement or other instrument in any public office.


 






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(b)
The Pledgor hereby irrevocably appoints each Secured Party as his attorney-in-fact and proxy, with full authority in the
place and stead and in his name or otherwise, from time to time in the Secured Parties’ discretion to take any action and
to execute any instrument which the Secured Parties may deem necessary or advisable to accomplish the purposes of this Agreement
(subject to the rights of the Pledgor under Section 8(a) hereof), including, without limitation, to receive, indorse and
collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect
of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until
the termination of this Agreement.


 


(c)
If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party may perform, or cause performance
of, such agreement or obligation, and the expenses of such Secured Party incurred in connection therewith shall be payable by the
Pledgor pursuant to Section 11 hereof and shall be secured by the Pledged Collateral.


 


(d)
Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, no
Secured Party shall have any duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility
for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgor. Each Secured Party shall be
deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged
Collateral is accorded treatment substantially equal to that which such Secured Party accords its own property, it being understood
that no Secured Party shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relating to any Pledged Collateral, whether or not such Secured Party has or is deemed to
have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged
Collateral. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in
which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of
each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s
Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged
Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that
is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in
full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver
such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt
of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation
or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of
such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable
Secured Party Pro Rata Amount of such Pledged Collateral.


 


(e)
The powers conferred on each Secured Party hereunder are solely to protect its interest in the Pledged Collateral and shall
not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession
and the accounting for monies actually received by it hereunder, no Secured Party shall have any duty as to any Pledged Collateral
or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged
Collateral.


 






    10


     


    

 


(f)
Upon the occurrence and during the continuation of any Default or Event of Default, each Secured Party may at any time in
its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees
any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a) hereof, and
(ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger
denominations.


 


SECTION 10. Remedies
Upon Default. If any Event of Default shall have occurred and be continuing:


 


(a)
Each Secured Party may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided
for herein or otherwise available to it, all of the rights and remedies of a secured party on default under the Code then in effect
in the State of New York; and without limiting the generality of the foregoing and without notice except as specified below, sell
the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker’s
board or elsewhere, at such price or prices and on such other terms as such Secured Party may deem commercially reasonable. The
Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to any of the
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. No Secured Party shall be obligated to make any sale of Pledged Collateral regardless of notice of sale having been
given. Each Secured Party may adjourn any public or private sale by such Secured Party 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.


 


(b)
The Pledgor recognizes that it may be impracticable to effect a public sale of all or any part of the Pledged Shares or
any other securities constituting Pledged Collateral and that each Secured Party may, therefore, determine to make one or more
private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to
acquire such securities for its own account, for investment and not with a view to the distribution or resale thereof. The Pledgor
acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms
which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed
to have been made in a commercially reasonable manner and that no Secured Party shall have any obligation to delay sale of any
such securities for the period of time necessary to permit the issuer of such securities to register such securities for public
sale under the Securities Act of 1933, as amended (the “Securities Act”). The Pledgor further acknowledges and
agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other
publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so
advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less
than fifteen (15) bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section
9-610 of the Code (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding
that such sale may not constitute a “public offering” under the Securities Act, and that any Secured Party may, in
such event, bid for the purchase of such securities.


 






    11


     


    

 


(c)
Any cash held by any Secured Party as Pledged Collateral and all cash proceeds received by such Secured Party in respect
of any sale of, collection from, or other realization upon, all or any part of the Pledged Collateral shall be applied (after payment
of any amounts payable to such Secured Party pursuant to Section 11 hereof) by such Secured Party against, all or any part
of the Secured Obligations in such order as such Secured Party shall elect consistent with the provisions of the Securities Purchase
Agreement.


 


(d)
In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which
any Secured Party is legally entitled, the Pledgor shall be jointly and severally liable for the deficiency, together with interest
thereon at the highest rate specified in the Notes for interest on overdue principal thereof or such other rate as shall be fixed
by applicable law, together with the costs of collection and the reasonable fees, costs and expenses of any attorneys employed
by such Secured Party to collect such deficiency.


 


SECTION 11. Indemnity
and Expenses.


 


(a)
The Pledgor hereby agrees to indemnify and hold each Secured Party (and all of its officers, directors, employees, attorneys,
consultants) harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and
expenses (including, without limitation, reasonable legal fees and disbursements of counsel) to the extent that they arise out
of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses
or liabilities arising or resulting directly from such Person’s gross negligence or willful misconduct as determined by a
court of competent jurisdiction.


 


(b)
The Pledgor shall be obligated for, and will upon demand pay to each Secured Party the reasonable amount of any and all
out-of-pocket costs and expenses, including the reasonable fees and disbursements of such Secured Party’s counsel and of
any experts which such Secured Party may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation,
administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or
operation of, or the sale of, collection from, or other realization upon, any Pledged Collateral, (iii) the exercise or enforcement
of any of the rights of such Secured Party hereunder, or (iv) the failure by the Pledgor to perform or observe any of the provisions
hereof.


 


SECTION 12. Notices,
Etc. All notices and other communications provided for hereunder shall be in writing and shall be mailed (by certified mail,
postage prepaid and return receipt requested), sent by Federal Express or other recognized courier service (return receipt requested),
telecopied or delivered, if to the Pledgor, to him at the address specified in the Securities Purchase Agreement or if to the Secured
Parties, to it at the address specified in the Securities Purchase Agreement; or as to either such Person at such other address
as shall be designated by such Person in a written notice to such other Person complying as to delivery with the terms of this
Section 12. All such notices and other communications shall be effective (i) if sent by certified mail, postage prepaid, return
receipt requested, when received or three (3) Business Days after mailing, whichever first occurs, (ii) if telecopied, when transmitted
and confirmation is received, provided same is on a Business Day and, if not, on the next Business Day or (iii) if delivered or
sent by Federal Express or other recognized courier service (return receipt requested), upon delivery, provided same is on a Business
Day and, if not, on the next Business Day.


 






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SECTION 13. Security
Interest Absolute. All rights of the Secured Parties, all Liens and all obligations of the Pledgor hereunder shall be absolute
and unconditional irrespective of: (i) any lack of validity or enforceability of the Securities Purchase Agreement, the Notes or
any other Transaction Document, (ii) any change in the time, manner or place of payment of, or in any other term in respect of,
all or any of the Secured Obligations, or any other amendment or waiver of or consent to any departure from the Securities Purchase
Agreement, the Notes or any other Transaction Document, (iii) any exchange or release of, or non-perfection of any Lien on any
Collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations,
or (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect
of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities
of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation,
all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of
the Pledged Collateral are irrevocable and powers coupled with an interest.


 


SECTION 14. Beneficial
Ownership. Each Secured Party shall not have the right to exercise its rights under this Agreement and any such exercise shall
be null and void and treated as if never made, to the extent that after giving effect to such exercise, such applicable Secured
Party together with its other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum
Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes
of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by a Secured Party and its other Attribution
Parties shall include the number of shares of Common Stock held by such Secured Party and all its other Attribution Parties plus
the number of shares of Common Stock to be acquired by such Secured Party with respect to which the determination of such sentence
is being made, but shall exclude the remaining shares of Common Stock pledged to such Secured Party that are not then being acquired
upon such Secured Party’s exercise of its right hereunder and any shares of Common Stock which would be issuable upon (A)
conversion of the remaining, nonconverted portion of the Note beneficially owned by such Secured Party or any its other Attribution
Parties, (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including,
without limitation, any convertible notes or convertible preferred shares or warrants, including, without limitation, the Warrants)
beneficially owned by such Secured Party or any its other Attribution Party subject to a limitation on conversion or exercise analogous
to the limitation contained in this Section 14. For purposes of this Section 14, beneficial ownership shall be calculated in accordance
with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock a Secured Party
may acquire upon exercise of its rights hereunder at any time of determination without exceeding the Maximum Percentage, each Secured
Party may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report
on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be,
(y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any,
setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). For
any reason at any time, upon the written or oral request of a Secured Party, the Company shall within one (1) Business Day confirm
orally and in writing or by electronic mail to such Secured party the number of shares of Common Stock then outstanding. In the
event that the exercise of rights by a Secured Party hereunder and transfer of shares of Common Stock from the Pledgor to such
Secured Party hereunder would result in such Secured Party and its other Attribution Parties being deemed to beneficially own,
in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section
13(d) of the 1934 Act), the transfer from the Pledgor to such Secured Party of such number of shares by which such Secured Party’s
and its other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”)
shall be deemed null and void and shall be cancelled ab initio, and such Secured Party shall not have the power to vote or to transfer
the Excess Shares. Upon delivery of a written notice to the Company, a Secured Party may from time to time increase (with such
increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any
other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage
will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase
or decrease will apply only to such Secured Party and its other Attribution Parties and not to any other Secured Party that is
not an Attribution Party of such Secured Party. For purposes of clarity, the shares of Common Stock in excess of the Maximum Percentage
shall not be deemed to be beneficially owned by such Secured Party for any purpose including for purposes of Section 13(d) or Rule
16a-1(a)(1) of the 1934 Act. No prior inability of a Secured Party to exercise its rights hereunder and acquire any shares of Common
Stock from the Pledger to such Secured Party pursuant to this paragraph shall have any effect on the applicability of the provisions
of this paragraph with respect to any subsequent determination of transferability. The provisions of this paragraph shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 14 to the extent necessary to correct
this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership
limitation contained in this Section 14 or to make changes or supplements necessary or desirable to properly give effect to such
limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor Secured Party.


 






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SECTION 15. Acknowledgment.


 


(a)
Each Secured Party hereby agrees and acknowledges that no other Secured Party has agreed to act for it as an administrative
or collateral agent, and each Secured Party is and shall remain solely responsible for the attachment, perfection and priority
of all Liens created by this Agreement or any other Security Document in favor of such Secured Party. No Secured Party shall have
by reason of this Agreement or any other Transaction Document an agency or fiduciary relationship with any other Secured Party.
No Secured Party (which term, as used in this sentence, shall include reference to each Secured Party’s officers, directors,
employees, attorneys, agents and affiliates and to the officers, directors, employees, attorneys and agents of such Secured Party’s
affiliates) shall: (i) have any duties or responsibilities except those expressly set forth in this Agreement and the other
Security Documents or (ii) be required to take, initiate or conduct any enforcement action (including any litigation, foreclosure
or collection proceedings hereunder or under any of the other Security Documents). Without limiting the foregoing, no Secured Party
shall have any right of action whatsoever against any other Secured Party as a result of such Secured Party acting or refraining
from acting hereunder or under any of the Security Documents except as a result and to the extent of losses caused by such Secured
Party’s actual gross negligence or willful misconduct. No Secured Party assumes any responsibility for any failure or
delay in performance or breach by the Pledgor or any Secured Party of its obligations under this Agreement or any other Transaction
Document. No Secured Party makes to any other Secured Party any express or implied warranty, representation or guarantee with
respect to any Secured Obligations, Pledged Collateral, Transaction Document or the Pledgor. No Secured Party nor any of its officers,
directors, employees, attorneys or agents shall be responsible to any other Secured Party or any of its officers, directors, employees,
attorneys or agents for: (i) any recitals, statements, information, representations or warranties contained in any of the
Transaction Documents or in any certificate or other document furnished pursuant to the terms hereof; (ii) the execution,
validity, genuineness, effectiveness or enforceability of any of the Transaction Documents; (iii) the validity, genuineness,
enforceability, collectability, value, sufficiency or existence of any Pledged Collateral, or the attachment, perfection or priority
of any Lien therein; or (iv) the assets, liabilities, financial condition, results of operations, business, creditworthiness
or legal status of the Pledgor. No Secured Party nor any of its officers, directors, employees, attorneys or agents shall have
any obligation to any other Secured Party to ascertain or inquire into the existence of any default or Event of Default, the observance
or performance by the Pledgor of any of the duties or agreements of the Pledgor under any of the Transaction Documents or the satisfaction
of any conditions precedent contained in any of the Transaction Documents.


 


(b)
Each Secured Party hereby acknowledges and represents that it has, independently and without reliance upon any other Secured
Party, and based upon such documents, information and analyses as it has deemed appropriate, made its own credit analysis of the
Pledgor and the Company and its own decision to enter into the Transaction Documents and to purchase the Notes and Warrants, and
each Secured Party has made such inquiries concerning the Transaction Documents, the Pledged Collateral, the Company and the
Pledgor as such Secured Party feels necessary and appropriate, and has taken such care on its own behalf as would have been the
case had it entered into the Transaction Documents without any other Secured Party. Each Secured Party hereby further acknowledges
and represents that the other Secured Parties have not made any representations or warranties to it concerning the Pledgor, any
of the Pledged Collateral or the legality, validity, sufficiency or enforceability of any of the Transaction Documents. Each Secured
Party also hereby acknowledges that it will, independently and without reliance upon the other Secured Parties, and based upon
such financial statements, documents and information as it deems appropriate at the time, continue to make and rely upon its own
credit decisions in taking or refraining to take any other action under this Agreement or the Transaction Documents. No Secured
Party shall have any duty or responsibility to provide any other Secured Party with any notices, reports or certificates furnished
to such Secured Party by the Pledgor or any credit or other information concerning the affairs, financial condition, business or
assets of the Company (or any of its affiliates) or any Pledgor which may come into possession of such Secured Party


 






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SECTION 16. Miscellaneous.


 


(a)
No amendment of any provision of this Agreement shall be effective unless it is in writing and signed by the Pledgor and
the Required Holders, and no waiver of any provision of this Agreement, and no consent to any departure by the Pledgor therefrom,
shall be effective unless it is in writing and signed by the Required Holders, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.


 


(b)
No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder or under any other
Transaction Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any
other or further exercise thereof or the exercise of any other right. The rights and remedies of the Secured Parties provided herein
and in the other Transaction Documents are cumulative and are in addition to, and not exclusive of, any rights or remedies provided
by law. The rights of the each Secured Party under any Transaction Document against any party thereto are not conditional or contingent
on any attempt by such Secured Party to exercise any of its rights under any other Transaction Document against such party or against
any other Person.


 


(c)
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting
the validity or enforceability of such provision in any other jurisdiction.


 


(d)
This Agreement shall create a continuing security interest in and Lien on the Pledged Collateral and shall (i) remain in
full force and effect until the termination of this Agreement in accordance with the terms hereof and (ii) be binding on the
Pledgor and his heirs and assigns and shall inure, together with all rights and remedies of each Secured Party and its successors,
transferees and assigns. Without limiting the generality of clause (ii) of the immediately preceding sentence, each Secured party
may assign or otherwise transfer its rights and obligations under this Agreement and any other Transaction Document to any other
Person pursuant to the terms of the Securities Purchase Agreement, and such other Person shall thereupon become vested with all
of the benefits in respect thereof granted to such Secured Party herein or otherwise. Upon any such assignment or transfer, all
references in this Agreement to such Secured Party shall mean the assignee of such Secured Party. None of the rights or obligations
of the Pledgor hereunder may be assigned or otherwise transferred without the prior written consent of the Required Holders, and
any such assignment or transfer without such consent shall be null and void.


 


(e)
Notwithstanding anything to the contrary in this Agreement, (i) this Agreement (along with all powers of attorney granted
hereunder) and the security interests and Lien created hereby shall terminate and all rights to the Pledged Collateral shall revert
to the Pledgor upon the repayment in full and/or complete conversion to equity securities of the Company of all indebtedness obligations
owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related
to the Notes), and (ii) the Secured Parties will, upon the Pledgor’s request and at the Pledgor’s expense, (A) return
to the Pledgor such of the Pledged Collateral (to the extent delivered to such Secured Party) as shall not have been sold or otherwise
disposed of or applied pursuant to the terms hereof, and (B) execute and deliver to the Pledgor, without recourse, representation
or warranty, such documents as the Pledgor shall reasonably request to evidence such termination.


 


(f)
The internal laws, and not the laws of conflicts, of the State of New York shall govern the enforceability and validity
of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties, except as required
by mandatory provisions of law and except to the extent that the validity and perfection or the perfection and the effect of perfection
or non-perfection of the security interest and Lien created hereby, or remedies hereunder, in respect of any particular Pledged
Collateral are governed by the law of a jurisdiction other than the State of New York.


 






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(g)
Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of the United States District Court for the Southern District of New York sitting in Manhattan or the Commercial Division,
Civil Branch of the Supreme Court of the State of New York sitting in New York County in connection with any suit, action or proceeding
directly or indirectly arising out of, under or in connection with this Agreement or the other Transaction Documents or the transactions
contemplated hereby or thereby. No party to this Agreement may move to (i) transfer any such suit, action or proceeding brought
in such New York court or federal court to another jurisdiction, (ii) consolidate any such suit, action or proceeding brought in
such New York court or federal court with a suit, action or proceeding in another jurisdiction or (iii) dismiss any such suit,
action or proceeding brought in such New York court or federal court for the purpose of bringing the same in another jurisdiction.
Each party to this Agreement agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be
enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Each party to this Agreement
hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement,
or the other Transaction Documents in any New York court sitting in New York County or any federal court sitting in the Southern
District of New York. The choice of laws of the State of New York as the governing law of this Agreement will be honored by competent
courts in the People’s Republic of China, subject to compliance with relevant People’s Republic of China civil procedural
requirements. The Pledgor or any of its properties, assets (including, without limitation, the Pledged Shares) or revenues does
not have any right of immunity under the People’s Republic of China or New York law, from any legal action, suit or proceeding,
from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction
of the People’s Republic of China, New York or United States federal court, from service of process, attachment upon or prior
to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding
for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations, liabilities
or any other matter under or arising out of or in connection with this Agreement; and, to the extent that the Pledgor, or any of
its properties, assets (including, without limitation, the Pledged Shares) or revenues may have or may hereafter become entitled
to any such right of immunity in any such court in which proceedings may at any time be commenced, the Pledgor hereby waives such
right to the extent permitted by law and hereby consents to such relief and enforcement as provided in this Agreement and the other
Transaction Documents.


 


(h)
The Company hereby appoints Corporation Service Company as its agent for service of process in New York. The Pledgor hereby
appoints Corporation Service Company as its agent for service of process in New York. Nothing contained herein shall affect the
right of each Secured Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed
against the Pledgor or any property of the Pledgor in any other jurisdiction.


 


(i)
The Pledgor irrevocably and unconditionally waives any right he may have to claim or recover in any legal action, suit or
proceeding referred to in this Section any special, exemplary, punitive or consequential damages.


 






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(j)
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR OTHER TRANSACTION DOCUMENTS.


 


(k)
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit
or affect any of the provisions hereof. 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.


 


(l)
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each
of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.


 


[Signature
Page Follows]


  




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In
Witness Whereof, the Pledgor, the Company and the Secured Parties have executed and delivered this Agreement as of the date
first above written.


 


	 	PLEDGOR:
	 	 
	 	 
	 	Yongquan Bi


  




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In
Witness Whereof, the Pledgor, the Company and the Secured Parties have executed and delivered this Agreement as of the date
first above written.


 


	 	SECURED PARTY:
	 	 	 
	 	CVI INVESTMENTS, INC.
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:


 




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In
Witness Whereof, the Pledgor, the Company and the Secured Parties have executed and delivered this Agreement as of the date
first above written.


 


	 	SECURED PARTY:
	 	 
	 	HUDSON BAY MASTER FUND LTD
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:


 


 




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In
Witness Whereof, the Pledgor, the Company and the Secured Parties have executed and delivered this Agreement as of the date
first above written.


 


	 	COMPANY:
	 	 
	 	BOQI INTERNATIONAL MEDICAL INC.
	 	 	 
	 	By:	 
	 	 	Name:  Tiewei Song
	 	 	Title:  CEO


 


 




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SCHEDULE I
TO PLEDGE AGREEMENT


 


Pledged Shares


	Pledgor	 	Name of Issuer	 	Number of Shares	 	 	% Ownership of Outstanding Shares	 	 	Class	 	Secured Party
  to Initially 
 Hold Certificate with respect to such
 Pledged Shares
	Yongquan Bi	 	BOQI INTERNATIONAL MEDICAL INC. 
	 	 	375,000	 	 	 	4.13	%	 	Common Stock	 	CVI Investments Inc.
	Yongquan Bi	 	BOQI INTERNATIONAL MEDICAL INC. 
	 	 	375,000	 	 	 	4.13	%	 	Common Stock	 	CVI Investments Inc.
	Yongquan Bi	 	BOQI INTERNATIONAL MEDICAL INC. 
	 	 	375,000	 	 	 	4.13	%	 	Common Stock	 	Hudson Bay Master Fund Ltd
	Yongquan Bi	 	BOQI INTERNATIONAL MEDICAL INC. 
	 	 	375,000	 	 	 	4.13	%	 	Common Stock	 	Hudson Bay Master Fund Ltd



 




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ANNEX I


 


TO


 


PLEDGE AGREEMENT


 


PLEDGE AMENDMENT


 


This Pledge Amendment,
dated ●, 20●, is delivered pursuant to Section 4 of the Pledge Agreement referred to below. The undersigned
hereby agrees that this Pledge Amendment may be attached to the Amended and Restated Pledge Agreement, dated as of April __, 2019,
made by ___________ in favor of the secured parties signatory thereto (the “Secured Parties”) as it may heretofore
have been or hereafter may be amended or otherwise modified or supplemented from time to time and that the Pledged Shares (or other
equity interest) listed on this Pledge Amendment shall be hereby pledged and assigned to the Secured Parties and become part of
the Pledged Collateral referred to in such Pledge Agreement and shall secure all of the obligations referred to in such Pledge
Agreement.


 


Pledged Shares


 


	Pledgor	 	Name of Issuer	 	Number of Shares 	 	Class	 	Certificate No(s)
	 	 	 	 	 	 	 	 	 


 


	 	PLEDGOR:
	 	 
	 	
	 	[                    ]


 




 


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