Share Pledge Agreement between Nexeon Medsystems Belgium SPRL and Leonite Capital LLC

Rosellini Scientific LLC, a limited liability company organized under the laws of the State of Texas, United States of America, having its seat at 2820 Lynn Dell Tool, Dallas, Texas 75143, Division of Corporations under number 46.0827294, acting as pledgor;

Leonite Capital LLC., a limited liability company organized under the laws of the  State of Delaware, United States of America, having its seat at 1 Hillcrest Centre Drive, Suite 232, Spring Valley, New York 10977, acting as pledgee

The Parties have agreed that the Pledgor will create the security rights purported to be created hereunder in favor of the Pledgee.

The Pledgor holds all shares in the Company (as defined below), which represent 100% of its entire issued share capital.

It is a condition precedent under the Note Subscription Documents that the Pledgor enters into this Agreement.

Capitalized terms used in this Agreement, including the preamble and the recitals, shall have the meaning specified in the Note Subscription Documents, except where the context requires otherwise or when defined herein.

In addition the following terms shall have the following meanings for the purpose of this Pledge Agreement:

Unless indicated to the contrary in this Agreement, a reference to:

a provision of law shall be construed to refer to that provision as amended or re-enacted;

a person includes its successors, transferees and assignees; and

the plural form shall be construed to include the singular and vice versa, and words denoting one gender shall be construed to include the other.

No provision of this Agreement shall be interpreted against a Party solely because that Party was responsible for drafting, or is relying on, that particular provision.

English terms are used in this Agreement only to describe Belgian legal concepts, and the meaning of these words under any foreign law shall be disregarded.

In respect of any jurisdiction other than Belgium, any Belgian legal concept referred to in this Agreement shall be deemed to refer in that jurisdiction to the concept that most closely approximates the Belgian legal concept.

Titles and headings in this Agreement are used for convenience and reference purposes only and in no way affect the meaning, construction or interpretation of any provision of this Agreement.

A reference to any "Pledged Asset" is a reference to that Pledged Asset in whole or in part and includes all rights attached to that Pledged Asset, including dependent rights and ancillary rights.

A reference to "Pledge" or a "right of pledge" is, unless the context requires otherwise, a reference to a right of pledge purported to be created under this Agreement over each individual asset falling within the scope of the definition of Pledged Assets.

A reference to a "Pledgee" is also a reference to any successor or assignee of the Pledgee, and a reference to the "Pledgor" is also a reference to any successor or assignee of the Pledgor and the Pledgor as successor or assignee of any other party.

References to this Pledge, this Agreement, the Note Subscription Documents or any other document or agreement (or to any specified provision thereof) shall be construed as references to this Pledge, this Agreement, the Note Subscription Documents, that document or agreement (including for the purpose of the Secured Obligations and without prejudice to any restriction on amendments) as in force for the time being and as, from time to time, amended, modified, restated, novated, varied, extended or supplemented, which the Pledgor specifically agrees and acknowledges, in relation to any relevant document, may include, without limitation (i) any additional facilities and any increase in any amount made available thereunder and/or any alteration and/or addition to the purposes for which any such amount, or increased amount, may be used, (ii) any facilities provided in substitution or in addition to the facilities originally made available thereunder, (iii) any rescheduling of the indebtedness incurred thereunder whether in isolation or in connection with any of the foregoing, and (iv) any combination of any of the foregoing in accordance with the terms thereof or, as the case may be, with the agreement of the relevant parties and (where any consents are, by the terms of this Agreement or the relevant document, required to be obtained as a condition to such amendment, extension or restatement being permitted) with the requisite consents.  Similarly, references in this Agreement to Secured Obligations will be deemed to include (y) such Secured Obligations as they may be so varied, amended, modified, novated, restated, extended or supplemented from time to time, and (z) any obligations and liabilities which are assumed by any successor to the Pledgor further to any merger, demerger, partial merger, contribution of assets or other corporate restructuring affecting the Pledgor, any assignment, novation, delegation, subrogation of obligations or liabilities, or otherwise.

As security for the due performance of the Secured Obligations, the Pledgor hereby unconditionally and irrevocably grants to the Pledgee a first-ranking pledge (pand/gage en premier rang/pand in eerste rang) over all Pledged Assets it currently owns and all Pledged Assets it will acquire in the future, to the extent legally possible, as further set out herein. The Pledgee, where applicable in advance, hereby accepts such Pledge.

The Pledge shall be governed by the Collateral Act.

The Pledgor confirms that it has taken note of the content of the Note Subscription Documents and that it is aware of the scope of the Secured Obligations and the provisions relating to the payment thereof.

To the extent not covered by Clause 2.1Error! Reference source not found. (Creation of Pledge) and permitted by applicable law, as security for the due performance of the Secured Obligations, the Pledgor undertakes to grant a first ranking pledge (pand in eerste rang/gage de premier rang) to the Pledgee over the Future Shares under the same terms and conditions as set out in this Agreement.

Upon the acquisition of Future Shares by the Pledgor, the Pledgor shall forthwith (i) notify the Pledgee of the acquisition of the Future Shares, (ii) confirm that the Future Shares are pledged to the benefit of the Pledgee under this Agreement, and (iii) arrange for a similar notice as mentioned in Clause 3.1 (Recordation of Pledge) to be recorded on the folio of the relevant Pledgor in the share register of the Company and provide to the Pledgee forthwith upon such recording a copy of the relevant folio of the share register of the Company reflecting such recording.

Upon the acquisition and pledge of Future Shares in accordance with this Agreement, any reference to Shares in this Agreement shall be deemed to include a reference to such Future Shares.

Simultaneously with the execution hereof, the Pledgor shall arrange for the following notice to be recorded and dated on the relevant folio in the share register of the Company and signed therein on behalf of the Pledgor and the Pledgee:

Forthwith upon (i) the recordation of the Pledge as referred to in the previous paragraph, the Pledgor shall deliver to the Pledgee a copy of the relevant folio of the share register of the Company reflecting such recordation, and (ii) the exercise of the Right to Purchase, the Pledgor shall deliver to the Pledgee a copy of the relevant folio of the share register reflecting the recordiation of the Pledge as referred to in the previous paragraph.

The Pledgor and the Pledgee hereby appoint as their special attorneys each of (i) Pascal Faes, Marian Vanden Broeck, attorneys-at-law, and/or any other attorney-at-law (advocaat/avocat) at law firm Antaxius, and (ii) Pieter Meeus, Inez Vermeesch, Pieterjan Van Assche, Tom Geudens and any other attorney-at-law (advocaat/avocat) at law firm Lydian CVBA, , each with power to act individually and with power of substitution, for the purposes of recording the Pledge (including a pledge over any Future Shares) in the share register of the Company.

The Pledge shall constitute continuing security for the due performance of the Secured Obligations and shall remain in full force and effect until released in accordance with the provisions of Clause 11 (Discharge of Pledge) below.

Without prejudice to Clause 11 (Discharge of Pledge), the Pledge shall not be discharged by virtue of the fact that the Pledgor does not currently owe the Pledgee any Secured Obligations. Nor shall the Pledge be discharged by any intermediate payment, satisfaction of any part of the Secured Obligations or any settlement of accounts.

The Pledge shall not be discharged by the entry of any Secured Obligations into any current account (compte courant /rekening-courant), in which case the Pledge shall secure any provisional or final balance of such account up to the amount of Secured Obligations contained therein.

The Pledgee may at any time, without discharging or in any way affecting the Pledge (i) grant the Pledgor additional time or any indulgence, (ii) agree to any moratorium of payments in respect of the Secured Obligations, (iii) amend the terms and conditions of the Secured Obligations in accordance with their terms, (iv) abstain from taking, perfecting or discharging any other security, and (v) abstain from exercising any right or recourse or from proving or claiming any debt and waive any right or recourse.

All rights of the Pledgee under this Agreement are in addition to and without prejudice to any other rights vested in the Pledgee. The Pledge may be enforced by the Pledgee without prior recourse to any other security interest or remedy and is in addition to and shall not prejudice or otherwise affect any such security interest or remedy.

The Pledgor waives any right it may have to first require the Pledgee to take action against or seek payment from any other party or enforce any other Encumbrance granted by such Pledgor or any other person before seeking to enforce the Pledge.

As long as no Enforcement Event has occurred which is continuing, the Pledgor shall retain and exercise its voting rights in respect of the Shares to the extent that the Pledgor in exercising those rights does not: (i) cause an Enforcement Event to occur, or (ii) materially prejudice the validity or enforceability of the Pledge.

The Pledgor shall not without the prior written consent of the Pledgee vote in favor of:

the issuance, cancellation or transfer of any shares in the Company's capital by the Company or any reduction of any reserve of the Company;

a resolution to transfer the authority of the general meeting to issue shares in the Company's capital or to grant rights to subscribe for shares in the Company's capital to any other corporate body;

a resolution to amend the articles of association of the Company;

a resolution to dissolve the Company or relating to the liquidation of the Company's business or disposal of all or a material part of the Company's assets;

a resolution which would adversely affect the validity and enforceability of the rights of Pledge;

a resolution for any merger (fusie) or demerger (splitsing) in which the Company is involved; or

a resolution for the granting of any security interest in, or encumbrance upon the Shares or any Future Shares.

Without limiting the Pledgee's rights under Clause 8 (Enforcement), if an Enforcement Event has occurred and is continuing, the Pledgor (i) shall cast the votes attaching to the Shares in accordance with the Pledgee's instructions, which instructions the Pledgor shall timeously seek, and (ii) shall not, unless with the Pledgee’s prior consent, waive the right (whether statutory or in accordance with the Company's articles of association) to any notice period in respect of the convening of shareholders' meetings of the Company.

As long as no Enforcement Event has occurred and is continuing, all dividends or any other cash return on the Shares (whether in the form of repayment of capital, or otherwise) shall be paid to the Pledgor.

After the occurrence and continuance of an Enforcement Event, any dividend or any other cash return on the Shares (whether in the form of repayment of capital, or otherwise) shall be paid exclusively to the Pledgee, which shall apply the same towards the Secured Obligations.  If no Secured Obligations are due and payable, the Pledgee shall hold the amount in pledge as collateral for the Secured Obligations on an account bearing interest at a market rate applicable at such time for similar deposits. If the Pledgor nevertheless receives any dividends or any other cash return on the Shares, such Pledgor shall hold such dividend or other cash return on behalf of the Pledgee and shall transfer it immediately to the Pledgee.

Any return on the Shares other than a cash return, irrespective of whether in the form of dividend shares, bonus shares, shares allocated on the occasion of a partial scission or otherwise, shall be delivered (to hold the same in pledge in accordance with the terms of this Agreement) exclusively to the Pledgee, or shall as the case may be give rise to the recording in the Company's share register of a notice as provided in Clause 3.1 (Recordation of Pledge) in the name of the Pledgee and shall be part of the Pledged Assets.

The Pledge shall not in any way be affected by any stamping, regrouping, splitting or renewal of the Shares, or by any similar operation, and the securities resulting from any such operation shall be part of the Pledged Assets and subject to this Agreement and the Pledge created hereunder.

Unless expressly agreed otherwise by the Pledgee, the Pledgor shall exercise all subscription rights to which its Shares may be entitled.  The shares resulting from the exercise of any such right shall be held in pledge by the Pledgee as collateral for the Secured Obligations, shall be part of the Shares for the purposes of this Agreement, and shall be delivered to the Pledgee or shall as the case may be give rise to the recording in the Company's share register of a notice as provided in Clause 3.1 (Recordation of pledge) in the name of the Pledgee.

The Pledgor shall forthwith pay up any contribution duly called in respect of the Shares.

The Pledgor has satisfied itself that it is in its own interest to grant this Pledge for the due performance of the Secured Obligations.

The assets of the Pledgor are not subject to any Encumbrance; nor has any authority been granted or commitment made to create the same (other than as set forth or permitted under the Note Subscription Documents).

The Pledgor has full right and title to its Shares and it has full power to dispose of and encumber those Shares.  Except as permitted under the Note Subscription Documents, there is no Encumbrance on any Pledged Assets other than the Pledge, nor has any authority been granted or commitment made to create the same.

The share capital of the Company is represented entirely by the Shares and except for the Shares no other shares of the capital stock of the Company are outstanding and no options, warrants, securities or other rights for the purchase of share capital of the Company or for conversion or exchange into the share capital of the Company are outstanding. The Shares are validly issued. There are no profit shares or other shares which do not represent the capital of the Company in existence, nor any warrant, convertible bond or other right whatsoever to acquire shares in the Company.

The Shares represent 100% of the issued share capital of the Company.  There is no cause for suspension of the voting rights attached to the Shares and there are no restrictions on the exercise of the voting rights attached thereto.

The Shares are capable of being pledged hereunder without the consent of the Company or any third party.

The Shares have not been acquired by the Pledgor, or by any earlier owner, as part of an acquisition of a business or of another set of assets falling under Article 442bis of the Income Tax Code 1992, Article 93undecies.B of the VAT Code or Article 16ter of the Royal Decree No. 38 of 27 July 1967 on the social status of self-employed persons.

The Company has not declared any dividends in respect of the Shares that are still unpaid on the date hereof.

No share certificates have been or will be issued in respect of the Shares.

This Agreement creates a valid and first ranking pledge on the Pledged Assets.

No filing, authorization, consent or approval other than as provided in Clause 3 (Recordation) is required to render the Pledge enforceable.

The signor of this Agreement on behalf of Leonite Capital LLC is duly authorized to enter in to this Agreement on behalf of the Pledgee.

There is no fact known to the Pledgor which materially adversely affects, or which is reasonably likely in the future to materially adversely affect, the Pledge.

The Pledgor shall ensure that no executory seizure (saisie exécutoire / uitvoerend beslag) is made on any of the Pledged Assets and that any conservatory seizure (saisie conservatoire /  bewarend beslag) thereon is lifted within 60 Business Days of the date on which it was first made.

The Pledgor shall notify the Pledgee of the occurrence of (i) any seizure or attachment on any of the Pledged Assets, or (ii) any event or circumstance which could adversely affect  the Pledge or the value of the Pledged Assets.

At the Pledgee's first reasonable request, the Pledgor shall supply such information and copies of all documents relating to the Pledged Assets as the Pledgee may require.

create or permit any Encumbrance on any of the Pledged Assets or any part thereof (irrespective of whether said Encumbrance has priority over the Pledge), other than the Pledge and as permitted under the Note Subscription Documents;

(agree to) sell, lend, transfer or otherwise dispose of any of the Pledged Assets;

permit the conversion of the Shares into dematerialized shares;

permit or perform any act liable to adversely affect the Pledge; or

do anything or permit anything to be done which jeopardizes or could reasonably likely jeopardize the Pledge or the rights of the Pledgee under this Agreement.

Upon the occurrence of an Enforcement Event which is continuing, the Pledgee shall be entitled:

to enforce the Pledge in accordance with the laws and regulations applicable at such time of enforcement, and in particular:

sell the Pledged Assets or any part thereof even without prior written notice or judgement in accordance with Article 8, §1 of the Collateral Act; or

appropriate the Pledged Assets or any part thereof in accordance with Article 8, § 2 of the Collateral Act and the following provisions:

The Pledgee shall notify the Pledgor and the Company of its intention to appropriate the Shares, and the transfer of the Shares resulting from the appropriation shall take effect on the date of such notice.  The Pledgor shall procure that, in such event, the transfer is recorded in the share register of the Company on the day on which the Pledgee notifies the Pledgor that it appropriates the Shares, and the Pledgor hereby grants a power of attorney to the Pledgee to record in the share register of the Company the transfer of ownership of the Shares or any part thereof to the Pledgee, as appropriated by the Pledgee in accordance with the provisions of Article 8§2 of the Collateral Act.

For the purposes of this Clause 8.a) B, the value of the Shares or any part thereof shall be the value as determined by an independent expert who must be a member of the Institut des Réviseurs d'Entreprises/Instituut der Bedrijfsrevisoren and a partner in an independent firm of accountants of good international repute and who has not acted for any of the Parties in any material capacity for a period of at least two years before the date of his appointment as expert (the "Expert"). Such Expert shall be appointed by the Parties or, if the Parties fail to agree on the identity of such Expert with five (5) Business Days after the request to appoint such Expert is made by the Pledgee, the Pledgee shall propose to the Pledgor at least three Experts, members of at least two different firms.  The Pledgor shall within five (5) Business Days of the proposal notify the Pledgee (i) that it accepts the proposal, or (ii) that it rejects some, but not all, of the proposed Experts.  The Pledgee shall then select the Expert among those who have not been validly rejected, and inform the Pledgor of the appointment made.

The Expert shall value the Shares in going concern as at the date of the notice under Clause 8 a) (i) B.i (unless the Expert reasonably determines that given the circumstances at the time of the valuation, that assumption is no longer appropriate) based on a multi-criteria approach consistent with best practices for business calculations (including discounted cash flow method, publicly traded comparables, asset valuation, EBIT or EBITDA multiples). The Pledgor shall procure that all necessary documents and data are promptly made available by the Company to the Expert. If the Company fails to make any documents or data promptly available to the Expert, the Expert may value the Shares on the basis of information publicly available or otherwise available to the Pledgee as at the date on which the Pledgee appropriates the Shares.

The valuation of the Shares determined by the Expert shall be final and binding on the Parties except in case of manifest error.

Notwithstanding the foregoing, the Pledgor may at all times refrain from appropriating the Pledged Assets and proceed with the option set out under Clause 8 a)(i)A, above.

to exercise all or any of its rights and remedies and may act generally in relation to the Pledged Assets in such manner as it shall reasonably determine,

Unless otherwise provided for under any mandatory law, the exercise by the Pledgee of the rights set out in this Clause 8 (Enforcement) shall not be subject to any prior notice to, nor any authorizations from, the courts.

The Pledgee shall not have any responsibility in connection with enforcement measures contemplated hereunder, except for its gross negligence or wilful misconduct.

All monies received under this Agreement by the Pledgee shall be applied towards performance of the Secured Obligations, subject to mandatory provisions of Belgian law.

The Pledgor explicitly waives the benefit of articles 1253 and 1256 of the Belgian Civil Code.

The Pledgee (including any attorney, agent or other person appointed by the Pledgee) shall not be liable for any costs, losses, claims, duties or expenses in connection with the exercise or non-exercise of any of its rights and powers under this Agreement, except for its gross negligence or willful misconduct.

The Pledgor shall fully indemnify the Pledgee, its officers, directors and employees at first request, in respect of all reasonable costs, claims and losses incurred by the Pledgee (including any attorney, agent or other person appointed by the Pledgee) in connection with the exercise or non-exercise of any of its rights and powers under this Agreement, except for the gross negligence or willful misconduct of the Pledgee.

Subject to Clause 11.2 (Retention of security), as soon as all Secured Obligations have been irrevocably and fully discharged and all facilities liable to give rise to Secured Obligations terminated and there is no possibility of any further Secured Obligations coming into existence, the Pledgee shall at the request and cost of the Pledgor and without undue delay release the Pledge.

doing anything the Pledgor is obliged to do but has failed to do under this Agreement, following a period of five (5) Business Days after notification of the omission or negligence; and

upon the occurrence and during the continuance of an Enforcement Event, exercising any rights conferred on the Pledgor in relation to the Pledged Assets under this Agreement, the Note Subscription Documents or any applicable law.

Each provision of this Agreement is several and distinct from the others. If at any time one or more provisions of this Agreement is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired in any way.

In the event of any such illegality, invalidity or unenforceability, the Parties shall negotiate in good faith with a view to agreeing on a legal, valid and enforceable replacement provision which, to the extent practicable, is in accordance with the intent and purposes of this Agreement and in its economic effect comes as close as possible to the illegal, invalid or unenforceable provision.

The Pledgor may not assign or transfer their rights and obligations under this Agreement, in whole or in part, without the prior written consent of the Pledgee.

The Pledgee may assign or transfer its rights and obligations under this Agreement, in whole or in part.

All disputes arising out of or in connection with this Agreement which the Parties are unable to settle amicably shall be submitted to the jurisdiction of the relevant Brussels courts (French division).

Submission to the jurisdiction of the Brussels courts (French division), as referred to under paragraph a) above, shall not limit the Pledgee's right to initiate proceedings before any other court that may otherwise have jurisdiction.

agrees not to claim immunity from proceedings brought by the Pledgee against it in relation to this Agreement and to ensure that no such claim is made on its behalf; and

waives all rights of immunity in respect of it or its assets.

Rosellini Scientific LLC is recorded in the share register of the Company as the holder of 100% of the Shares;

we have not received notice of and there has been no transfer of the Shares by the Pledgor;

we have not received notice of and are not aware of any pledge, attachment or other encumbrance on the Shares other than the Pledge created under the Pledge Agreement;

we have full knowledge of the terms and conditions of the above-referenced Pledge Agreement.