Exhibit 10.3


 





PLEDGE AGREEMENT


 


This Pledge Agreement
(this “Agreement”), is dated March 12, 2019, by and between Edison Nation, Inc., a Nevada corporation (the “Company”),
and Christopher B. Ferguson, and his respective endorsees, transferees and assigns (the “Pledgor”).


 


WHEREAS, pursuant to
the terms of that certain Senior Convertible Promissory Note (the “Note”), dated March 6, 2019, by and between
the Company and FirstFire Global Opportunities Fund LLC, a Delaware limited liability company, the Company agreed to reserve from
its authorized and unissued common stock, par value $0.001 per share (“Common Stock”), a sufficient number of
shares of Common Stock, free from preemptive rights, equal to the greater of: (a) 250,000 shares of Common Stock, or (b) the sum
of the number of shares of Common Stock issuable upon the full conversion of the Note;


 


WHEREAS, as of the
date hereof, the Pledgor owns more than 1,800,000 shares of Common Stock, free and clear of any liens, pledges or other encumbrances;
and


 


WHEREAS, to ensure
that any issuance of Common Stock from the reserved shares of Common Stock described above is not dilutive to the Company’s
capitalization in the aggregate, the Pledgee, and for its successors, endorsees, transferees or assigns, wishes to pledge that
number of shares of Common Stock held by him such that if any shares of Common Stock are actually issued pursuant to the terms
of the Note, the same number of shares held by the Pledgor shall be cancelled by the Company (the “Collateral Shares”),
such that the issuance of those shares will not be a dilutive issuance by the Company in the aggregate.


 


NOW, THEREFORE, in
consideration of the foregoing recitals, and the mutual covenants contained herein, the parties hereby agree as follows:


 


1. Capitalized Terms.Terms
used and not defined herein shall have the meaning ascribed to them in the Note.


 


2. Security.
As collateral security for the punctual payment and performance, when due, by the Company of all its obligations under
the Note, the Pledgor hereby pledges with, hypothecates, transfers and assigns to the Company all of the Collateral Shares
and all proceeds, shares and other securities received, receivable or otherwise distributed in respect of or in exchange for
the Collateral Shares. At the request of the Company, the Pledgor shall deliver to the Company’s transfer agent
either instructions for holding the Collateral Shares as security under this Agreement, or the certificate(s) representing
the Collateral Shares, stamped with a bank medallion guarantee, along with a stock transfer power duly executed in blank by
the Pledgor, to be held by the Company as security.


 


3. Pledge.
To the extent that any shares of Common Stock are issued pursuant to the Note, the Pledgor hereby guarantees to the
Company that at any time when shares are issued pursuant to the terms of the Note, at the time and place and in the amount
and manner prescribed in, and otherwise in accordance with, the Note, the Pledgor will surrender shares of Common Stock owned
by the Pledgor to the Company for cancellation from the books and records of the Company. The Pledgor and the Company hereby
agree to execute any further documents necessary to effect such cancellation as might be required, including at the request
of the Company’s transfer agent. The Pledgor shall have no obligation whatsoever under this Agreement to the Company
beyond the Collateral Shares pledged for the obligation set forth herein.


 


4. Waiver
of Demand. The Pledgor hereby: (a) covenants that this Agreement will not be discharged except by complete performance of all
the obligations of the Company under the Note, to the extent related to the Collateral Shares; and (b) waives diligence, presentment
and protest with respect to, and notice of default in the performance or payment of any obligation by the Company under or in connection
with the Note, including the issuance of shares from the reserve required by the Note.


 






    
 


     


    

 


5. Release.
The obligations, covenants, agreements and duties of the Pledgor hereunder shall not be released, affected or impaired by any assignment
or transfer, in whole or in part, of the Note, although made without notice to or the consent of the Pledgor, or any waiver by
the Company, or by any other person, of the performance or observance by the Company of any of the agreements, covenants, terms
or conditions contained in the Note, or any indulgence in or the extension of the time or renewal thereof, or the modification
or amendment (whether material or otherwise), or the voluntary or involuntary liquidation, sale or other disposition of all or
any portion of the stock or assets of the Company, or any receivership, insolvency, bankruptcy, reorganization, or other similar
proceedings, affecting the Company or any assets of the Company, or the impairment of any such property or security, or the release
or discharge of the Company from the performance or observance of any agreement, covenant, term or condition contained in or arising
out of the Note by operation of law, or the merger or consolidation of the Company, or any other cause, whether similar or dissimilar
to the foregoing.


 


6. Voting
Power, Dividends, Etc. and other Agreements.


 


(a) Unless and until an
Event of Default has occurred, the Pledgor shall be entitled to:


 


(i) Exercise
all voting and/or consensual powers pertaining to the Collateral Shares, or any part thereof, for all purposes;


 


(ii) Receive
and retain dividends paid with respect to the Collateral Shares and all proceeds, shares and other securities received, receivable
or otherwise distributed in respect of or in exchange for Collateral Shares, including, without limitation, any shares and other
securities into which such Collateral Shares may be convertible or exchangeable; and


 


(iii) Receive
the benefits of any income tax deductions available to the Pledgor as a stockholder of the Company.


 


(b) The Pledgor agrees
that it will not sell, assign, transfer, pledge, hypothecate, encumber or otherwise dispose of the Collateral Shares unless and
until it is released by the Company pursuant hereto.


 


(c) The Pledgor and
the Company jointly and severally agree to pay all costs including all reasonable attorneys’ fees and disbursements incurred
in enforcing this Agreement in accordance with its terms.


 


8. Application
of Proceeds; Release. The proceeds of any sale or enforcement of or against all or any part of the Collateral, and any
other cash or collateral at the time held by the Pledgees hereunder, shall be applied by the Pledgees first to the payment of
the reasonable costs of any such sale or enforcement, then to reimburse the Pledgees for any damages, costs or expenses
incurred by the Pledgees as a result of an Event of Default, then to the payment of the principal amount or stated valued (as
applicable) of, and interest or dividends (as applicable) and any other payments due in respect of, the Obligations. The
remainder, if any, shall be paid to the Pledgor. The proceeds from the sale of the Collateral shall be deemed to satisfy all
Obligations in full, and the Pledgees shall have no further recourse against the Company or Pledgor for any of the
Obligations. As used in this Agreement, “proceeds” shall mean cash, securities and other property realized
in respect of, and distributions in kind of, the Collateral, including any thereof received under any reorganization,
liquidation or adjustment of debt of any issuer of securities included in the Collateral.


 


9. Representations
and Warranties.


 


(a) The Pledgor hereby
represents and warrants to the Company that:


 


(i) the
Pledgor has full power and authority and legal right to pledge the Collateral Shares to the Company pursuant to this Agreement
and this Agreement constitutes a legal, valid and binding obligation of the Pledgor, enforceable in accordance with its terms.


 


(ii) the
execution, delivery and performance of this Agreement and other instruments contemplated herein will not violate any provision
of any order or decree of any court or governmental instrumentality or of any mortgage, indenture, contract or other agreement
to which the Pledgor is a party or by which the Pledgor and the Collateral Shares may be bound, and will not result in the creation
or imposition of any lien, charge or encumbrance on, or security interest in, any of the Pledgor’s properties pursuant to
the provisions of such mortgage, indenture, contract or other agreement.


 






    
 


     


    

 


(iii) the
Pledgor is the sole record and beneficial owner of all of the Collateral Shares; and


 


(iv) the Pledgor
owns the Collateral Shares free and clear of all Liens.


 


(b) The Company represents
and warrants that:


 


(i) all of
the Collateral Shares were validly issued, fully paid and non-assessable; and


 


(ii) the Pledgor
is the record holder of the Collateral Shares.


 


10. Termination.
This Agreement shall terminate on the date on which the Note has been satisfied, paid or discharged in full.


 


12. Further
Assurances. The parties hereto agree that, from time to time upon the written request of any party hereto, they will execute
and deliver such further documents and do such other acts and things as such party may reasonably request in order fully to effect
the purposes of this Agreement. The Company acknowledges that the Pledgor shall have no obligations whatsoever under the Note beyond
the Collateral Shares pledged hereby, and no request for further assurance may or shall increase the number of Collateral Shares
to be cancelled hereby.


 


13. Miscellaneous.


 


(a) Modification.
This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and specifically
incorporates all prior oral and written agreements relating to the subject matter hereof. No portion or provision of this Agreement
may be changed, modified, amended, waived, supplemented, discharged, canceled or terminated orally or by any course of dealing,
or in any manner other than by an agreement in writing, signed by the party to be charged.


 


(b) Notice.
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal
delivery to the party to be notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours
of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt. All communications shall be sent as follows:


 


	If to the Company:	 	Edison Nation, Inc.
	 	 	909 New Brunswick Avenue
	 	 	Phillipsburg, New Jersey 08865
	 	 	Attention: Philip Anderson, Chief Financial Officer
	 	 	Telephone: (610) 829-1039
	 	 	Email: panderson@edisonnation.com
	 	 	 
	With copies to:	 	Waller Lansden Dortch & Davis, LLP
	 	 	511 Union Street, Suite 2700
	 	 	Nashville, Tennessee 37219
	 	 	Attention: Marc J. Adesso, Esq.
	 	 	Telephone: (615) 244-6380
	 	 	Facsimile: (615) 244-6804
	 	 
	If to the Pledgor:	 	
        Christopher B. Ferguson

        909 New Brunswick Avenue

	 	 	Phillipsburg, New Jersey 08865
	 	 	Email: cferguson@edisonnation.com


 






    
 


     


    

 


(c) Invalidity.
If any part of this Agreement is contrary to, prohibited by, or deemed invalid under applicable laws or regulations, such provision
shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not
be invalidated thereby and shall be given effect so far as possible.


 


(d) Benefit
of Agreement. This Agreement shall be binding upon and inure to the parties hereto and their respective successors and assigns.


 


(e) Mutual
Agreement. This Agreement embodies the arm’s length negotiation and mutual agreement between the parties hereto and shall
not be construed against either party as having been drafted by it.


 


(f) Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada
without regard to the principals of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and Federal courts sitting in the State of Nevada, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court or that such
suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices
to it under this agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.


 


 


[SIGNATURE PAGE
FOLLOWS]


 






    
 


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Pledge Agreement to be duly executed by their respective authorized persons as of the date
first indicated above.


 


COMPANY:


 


EDISON NATION, INC.


 


	/s/ Philip Anderson






By: Philip Anderson, Chief Financial Officer


 


 


PLEDGOR: 


 


	/s/ Christopher B. Ferguson



Christopher B. Ferguson, individually