PLEDGE AND SECURITY AGREEMENT

PLEDGE AND SECURITY AGREEMENT

This Pledge and Security Agreement (this “Agreement”) is between IGXGLOBAL, CORP., corporation

organized under the laws of the State of Delaware (“Pledgor”) and KELTIC FINANCIAL PARTNERS

II, LP, a Delaware limited partnership (“Secured Party”) and is dated December ___, 2012.

RECITALS: Pledgor has executed and delivered to Secured Party a Loan and Security Agreement dated

on or about the date hereof (the “Obligation Agreement”), and other agreements, documents and

instruments contemplated by the transactions contained in the Obligation Agreement. The Obligation

Agreement, together with all agreements, documents and instruments executed and/or delivered to

Secured Party by any person in connection therewith, as the same may be amended, restated, extended or

otherwise modified from time to time, shall be referred to collectively as the “Loan Documents”.

Pursuant to the terms of the Obligation Agreement Pledgor is liable for the payment and performance of

the “Obligations” (as such term is defined in the Obligation Agreement) as further described therein. For

purposes of this Agreement, Pledgor’s obligations to repay and perform the Obligations pursuant to the

terms of the Obligation Agreement shall be referred to as the “Pledgor Obligations”. Pursuant to the

terms of this Agreement Pledgor is granting to Secured Party a security interest in and to the “Pledged

Collateral” (as defined below) in order to secure repayment of the Pledgor Obligations.

AGREEMENT:

1. Definitons. Unless defined in the Recitals, above, in the body of this Agreement, or in the Schedules

hereto, capitalized terms have the meanings given to such terms in Obligation Agreement. Each term

defined in the singular shall be interpreted in a collective manner when used in the plural, and each term

defined in the plural shall be interpreted in an individual manner when used in the singular.

2. Grant of Security Interest. As security for Pledgor’s final and indefeasible payment to Secured Party

and performance of the Pledgor Obligations in full Pledgor hereby pledges to Secured Party, and grants to

Secured Party a continuing general lien upon and security interest in and to (collectively, the “Pledged

Collateral”) (a) the personal property described in the attached Disclosure Schedule, all Accessions to,

substitutions for and all replacements, products and cash and non-cash Proceeds of the foregoing in any

form, (b) all dividends, distributions, income, interest and other monetary amounts earned on or issued

with respect to the Pledged Collateral, and (c) any and all property of Pledgor which is or may hereafter

be in the possession or control of Secured Party in any capacity or of any third party acting on behalf of

Secured Party, including, without limitation, all Deposit Accounts and other accounts and all Money

owed or to be owed by Secured Party to Pledgor.

3. Nature of Security Interest. The pledge, lien and security interest granted to Secured Party shall

continue in full force and effect until the Pledgor Obligations have been finally and indefeasibly paid to

Secured Party and performed in full, notwithstanding the termination of any Loan Document (in whole or

in part), the termination of Secured Party’s obligations to extend credit to “Borrower” (as such term is

defined in the Loan Agreement) under the Loan Agreement or any other Loan Document, the full or

partial termination (whether by prepayment, demand or acceleration) of any Loan, that the Revolving

Credit may from time to time be temporarily in a credit position, or any state of facts or the happening

any event, occurrence or condition, or series of events, occurrences or conditions, including, without

limitation, any of the following, whether or not with notice to or the consent of Pledgor:

(a) The invalidity, irregularity, illegality or unenforceability of, or any defect in any Loan

Document or any lien, charge, mortgage, pledge, security interest or other encumbrance granted to

Secured Party in or to the Pledged Collateral or in or to the Property of any other Person; or

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(b) Any present or future law or order of any Governmental Unit purporting to reduce, amend or

otherwise affect any Loan Document, the Obligations or Pledgor Obligations (in whole or in part), any

obligations or liabilities of any other Obligor, Secondary Obligor or Person providing a Supporting

Obligation with respect to the Obligations; or

in part, (ii) any right or remedy of Secured Party under any Loan Document, or any liability, covenant,

agreement or other obligation of Borrower or any other Person to Secured Party under any Loan

Document, (iii) any right or remedy of Secured Party under this Agreement, or any liability, covenant,

agreement or other obligation of Pledgor to Secured Party under this Agreement, or (iv) the Pledgor

Obligations in whole or in part, or any liability, covenant, agreement or other obligation of any Person

providing a Supporting Obligation (in whole or in part) to Secured Party in connection with the

transactions contemplated by the Loan Documents, or (v) any liability, covenant, agreement or other

obligation of any other party who has given Property as security for the repayment of the Loans or any

part thereof; or

(d) The failure to give notice to Pledgor of the occurrence of an Event of Default under any Loan

Document; or

(e) The loss, release, sale, lease, license, disposition, exchange, or surrender of, or other change

in, any Collateral or Pledged Collateral; or

(f) The extension of the time for payment of any principal of or interest payable on the

Obligations or Pledgor Obligations, or of the time for performance of the Obligations or Pledgor

Obligations, or other liabilities, obligations, covenants or agreements under or arising out of any Loan

Document, or the extension or renewal of any thereof; or

(g) The modification or amendment (whether material or otherwise) of any Loan Document; or

(h) The performance of, or the omission to perform, any of the actions referred to in any Loan

Document; or

(i)

Secured Party’s failure, omission or delay on the part of Secured Party to enforce, assert or

exercise any right, power, benefit or remedy conferred on Secured Party in any Loan Document; or

(j)

The voluntary or involuntary liquidation, dissolution, sale, lease, license or other disposition

of all or substantially all the Collateral or Pledged Collateral, marshaling of Collateral or Pledged

Collateral and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors,

reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings

affecting, Borrower or Pledgor or either of their Property; or

(k) The default or failure of Pledgor to fully perform any agreement, covenant or obligation set

forth in this Agreement; or

(l)

Any event or action that would, in the absence of this Section 3, result in the release or

discharge of Pledgor from the performance or observance of any obligation, covenant or agreement

contained in this Agreement (other than payment to Secured Party in cash and performance of the Pledgor

Obligations in full or a written release provided by Secured Party to Pledgor).

4. Perfection and Protection of Security Interest.

(a) Pledgor will execute and deliver to Secured Party security agreements, assignments, control

agreements and other documents and instruments as Secured Party may at any time reasonably request to

establish, attach, perfect, or protect any pledge, lien, or security interest granted to Secured Party pursuant

to this Agreement. Pledgor authorizes Secured Party to file all financing statements, and all continuations

or amendments thereof, to establish, attach, perfect or protect any pledge, lien or security interest granted

to Secured Party in the Pledged Collateral. Pledgor agrees that subject to Pledgor’s rights under Section

9-509(d)(2) of the UCC, Pledgor is not and shall not be authorized to file any financing statement or

amendment, termination or corrective statement with respect to any financing statement filed by Secured

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Party, or with respect to any continuation or amendment thereof, without the prior written consent of

Secured Party.

(b) Pledgor hereby appoints Secured Party, and Secured Party’s designee(s), as Pledgor’s

attorney-in-fact (i) to execute and deliver notices of lien, financing statements, assignments, and any other

documents, instruments, notices, and agreements necessary for the establishment, attachment, perfection

or protection of Secured Party’s security interest in any Pledged Collateral, (ii) upon the occurrence and

during the continuation of an Event of Default, to endorse the name of Pledgor on any checks, notes,

drafts or other forms of payment or security consisting of Pledged Collateral that may come into the

possession of Secured Party or any Affiliate of Secured Party, and (iii) generally, to do all things

necessary to carry out the purposes and intent of this Agreement. The powers granted herein, being

coupled with an interest, are irrevocable, and Pledgor approves and ratifies all acts of the attorney(s)-in-

fact consistent with the foregoing. Neither Secured Party nor any attorney(s)-in-fact shall be liable for

any act or omission, error in judgment or mistake of law so long as the same does not constitute gross

negligence or willful misconduct.

Secured Party as Secured Party may require from third parties having any interest in any Pledged

Collateral and Pledgor shall cooperate with Secured Party in obtaining “control” of Pledged Collateral

consisting of Deposit Accounts, electronic Chattel paper, Investment Property, or Letter-of-Credit Rights

as provided in Sections 9-104 through 9-107, inclusive, of the UCC.

5. Secured Party’s Right to Perform Pledgor’s Obligations. In the event that Pledgor shall fail to

purchase or maintain insurance that covers any Pledged Collateral, or to pay any tax, assessment, charge

or levy of any Governmental Unit that could result in a lien or other encumbrance over any Pledged

Collateral, except as the same may be otherwise permitted hereunder, or in the event that any lien, charge,

encumbrance or security interest on any Pledged Collateral not specifically permitted by the terms of this

Agreement shall not be paid in full or discharged, or in the event that Pledgor shall fail to perform or

comply with any other covenant, promise or Obligation to Secured Party hereunder or under any other

Loan Document, upon two (2) Banking Days’ notice to Pledgor Secured Party may, but shall not be

required to, perform, pay, satisfy, discharge or bond the same for the account of Pledgor, and Pledgor

shall immediately pay to Secured Party upon demand, and shall indemnify and hold Secured Party

harmless from and against, all monies so paid by Secured Party, including reasonable attorneys’ fees and

expenses incurred by Secured Party in connection therewith, and until fully paid by Pledgor to Secured

Party all such amounts shall be added to the Pledgor Obligations as described in the Obligation

Agreement.

6. Representations.

(a) Approval of Loan Documents. Pledgor has reviewed and approved the form and substance of

each of the Loan Documents.

(b) Validity and Enforceability. Pledgor has the capacity to enter into this Agreement. The

execution, delivery and performance of this Agreement, and the creation of all security interests, pledges,

liens, charges, mortgages or other encumbrances in favor of Secured Party pursuant to this Agreement (i)

are not in contravention of any agreement or indenture to which Pledgor is a party or by which Pledgor is

bound, Pledgor’s Charter Documents, any provision of applicable law, and (ii) do not require the consent

or approval of any Governmental Unit or any other Person that has not been obtained, and each such

consent or approval obtained by Pledgor has been furnished to Secured Party prior to the date of this

Agreement, (iii) are within Pledgor’s organizational power, and (iv) have been duly authorized by all

necessary or proper actions of or pertaining to Pledgor (including the consent of directors, officers,

managers, partners, shareholders and/or members, as applicable).

not granted to any other party any, and there are no, liens, security interests, charges, mortgages or other

encumbrances in, to or on the Pledged Collateral except as described in the attached Disclosure

Schedule.

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(d) No Violation or Restrictions. Neither the execution and delivery of this Agreement, the

consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the

provisions of this Agreement will conflict with or result in a breach of any of the terms, covenants,

conditions or provisions of any agreement, indenture, judgment or order to which Pledgor is a party or by

which Pledgor or the Pledged Collateral is bound, or will constitute a default under any of the foregoing,

or result in the creation or imposition of any lien, security interest, charge, mortgage or other

encumbrances of any nature whatsoever in, to or on the Pledged Collateral.

(e) Compliance with Law. Pledgor is not in violation of any law, ordinance, governmental rule,

regulation, order or judgment to which Pledgor may be subject which is likely to materially affect the

financial condition of Pledgor or Pledgor’s rights, title and interest in and to the Pledged Collateral.

7. Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and

performance of the Pledgor Obligations in full, Pledgor:

(a) will defend the Pledged Collateral against the claims and demands of all other parties; will

keep the Pledged Collateral free from all security interests or other encumbrances, except the security

interests, liens, charges and encumbrances granted to Secured Party pursuant to this Agreement; and

except as specifically permitted herein will not sell, transfer, assign, deliver or otherwise dispose of any

Pledged Collateral or any interest therein without the prior written consent of Secured Party;

(b) will notify Secured Party promptly in writing of any change in Pledgor’s address, specified

on the attached Disclosure Schedule;

assignments and other documents and do such other things reasonably necessary that relate to the Pledged

Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and

filing financing statements, assignments and other documents in all public offices requested by Secured

Party;

(d) will pay all taxes, assessments and other charges of every nature which may be imposed,

levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in

good faith;

(e) with respect to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement”

(as such terms are defined in Article 8 of the UCC), equity security, stock (common or preferred), a

security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock

or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any

partnership (general or limited), an interest in a limited liability company, joint venture or other common

enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or

indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the

Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to

elect to (including, but not limited to, by amending or otherwise modifying the formation documents of

such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset or

“Security” (as such term is defined in Article 8 of the UCC) under the UCC, specifically including

Section 8-103 of the UCC; and

(f) with respect to any Pledged Collateral that is an Ownership Interest that is delivered to

Secured Party pursuant to the terms hereof (if certificated), or that is not certificated, will not take any

action, directly or indirectly, (i) to deposit, transfer or place any such Ownership Interest in a “Securities

Account” (as such term is defined in Article 8 of the UCC), or (ii) to deliver, transfer, assign or otherwise

hypothecate any such Ownership Interest to any “Securities Intermediary” (as such term is defined in

Article 8 of the UCC) or any Person other than to Secured Party, or (iii) to grant to any Person other than

Secured Party a “Securities Entitlement” (as such term in defined in Article 8 of the UCC) with respect to

any such Ownership Interest, unless such Securities Intermediary or other Person has executed and

delivered to Secured Party an agreement in form and content satisfactory to Secured Party in its sole

discretion, pursuant to which Secured Party shall be granted “Control” (as such term is defined in Article

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8 of the UCC) with respect to such Securities Account or Ownership Interest, respectively, upon terms

and conditions satisfactory to Secured Party in its sole discretion.

8. Income from and Interest on Pledged Collateral. Prior to the occurrence and continuation of an

Event of Default, Pledgor shall have the right to receive all income from, and all interest and distributions

on, the Pledged Collateral. Following the occurrence and during the continuation of any Event of Default

and until the Pledgor Obligations are finally and indefeasibly paid in cash to Secured Party and performed

in full, Secured Party shall have the right to receive all income from, and all interest and distributions on,

the Pledged Collateral.

9. Events of Default. Any of the following events or conditions shall constitute an Event of Default

hereunder:

(a) Pledgor fails to perform or observe any agreement, covenant or obligation contained in this

Agreement; or

(b) Any representation by or on behalf of Pledgor contained in this Agreement shall have been

breached or otherwise shall have been inaccurate when made; or

(d) Upon the cessation of business or operations of Pledgor; or

(e) Pledgor shall (i) cease to be Solvent, (ii) make an assignment for the benefit of its creditors,

(iii) call a meeting of its creditors to obtain any general financial accommodation, (iv) suspend business,

or (v) commence any case under any provision of the Bankruptcy Code including provisions for

reorganizations; or

(f) If any case under any provision of the Bankruptcy Code, including provisions for

reorganizations, shall be commenced against Pledgor and such case remains undismissed, undischarged or

unbonded for a period of sixty (60) calendar days from the date of commencement, or (ii) if a receiver,

trustee or equivalent officer shall be appointed for all or any of Pledgor’s Property which results in the

entry of an order for relief or such adjudication or appointment; or

(g) The occurrence of an “Event of Default” under any Loan Document (as such term is defined

in such Loan Document).

10. Rights and Remedies of Secured Party. At all times prior to the final and indefeasible payment to

Secured Party in cash and performance of the Pledgor Obligations in full, Secured Party shall have, in

addition to all other rights and remedies of Secured Party under this Agreement (a) all rights and remedies

granted to a Secured party in the UCC, (b) all rights and remedies with respect to Pledged Collateral

granted to Secured Party under the other Loan Documents, and (c) all rights and remedies of Secured

Party with respect to the Pledged Collateral available under applicable law. Without limiting any rights

or remedies Secured Party may have pursuant to this Agreement, under applicable law, and in addition to

all rights and remedies granted to Secured Party in the UCC, upon the occurrence and during the

continuation of an Event of Default:

(a) Sale, Lease, etc. of Pledged Collateral. Secured Party may, without demand, advertising or

notice, all of which Pledgor hereby waives (except as the same may be required by the UCC or other

applicable law), at any time or times in one or more public or private sales or other dispositions, for cash,

on credit or otherwise, at such prices and upon such terms as are commercially reasonable (within the

meaning of the UCC) (i) sell, lease, license or otherwise dispose of any and all Pledged Collateral, and/or

(ii) deliver and grant options to a third party to purchase, lease, license or otherwise dispose of any and all

Pledged Collateral. Secured Party may sell, lease, license or otherwise dispose of any Pledged Collateral

in its then-present condition or following any preparation or processing deemed necessary by Secured

Party in its reasonable discretion. Secured Party may be the purchaser at any such public or private sale

or other disposition of Pledged Collateral, and in such case Secured Party may make payment of all or

any portion of the purchase price therefor by the application of all or any portion of the Pledgor

Obligations due to Secured Party to the purchase price payable in connection with such sale or

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disposition. Secured Party may, if it deems it reasonable, postpone or adjourn any sale or other disposition

of any Pledged Collateral from time to time by an announcement at the time and place of the sale or

disposition to be so postponed or adjourned without being required to give a new notice of sale or

disposition; provided, however, that Secured Party shall provide Pledgor with written notice of the time

and place of such postponed or adjourned sale or disposition. Pledgor hereby acknowledges and agrees

that Secured Party’s compliance with any requirements of applicable law in connection with a sale, lease,

license or other disposition of Pledged Collateral will not be considered to adversely affect the

commercial reasonableness of any sale, lease, license or other disposition of such Pledged Collateral.

(b) Application of Disposition Proceeds. Pledgor shall be obligated for, and the Proceeds of any

sale, lease, license or other disposition of Pledged Collateral pursuant to this Section 10 shall be applied

(i) first to the costs of retaking, holding, preparing for disposition, processing, and disposing of Pledged

Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and

accountants employed by Secured Party in connection with the foregoing, and then (ii) to the payment of

the Pledgor Obligations in whatever order Secured Party may elect. Secured Party shall pay any Proceeds

of the sale, lease, license or other disposition of Pledged Collateral remaining after application as

provided in clause (i) and (ii), above, in accordance with the applicable provisions of the UCC.

the Pledged Collateral without giving any warranties and may specifically disclaim any and all

warranties, including but not limited to warranties of title, possession, merchantability and fitness.

Pledgor hereby acknowledges and agrees that Secured Party’s disclaimer of any and all warranties in

connection with a sale, lease, license or other disposition of Pledged Collateral will not be considered to

adversely affect the commercial reasonableness of any such disposition of the Pledged Collateral. If

Secured Party sells, leases, licenses or otherwise disposes of any of the Pledged Collateral on credit,

Pledgor will be credited only with payments actually made by the recipient of such Pledged Collateral and

received by Secured Party and applied to the Pledgor Obligations. If any Person fails to pay for Pledged

Collateral acquired pursuant this Section 10 on credit, Secured Party may re-offer the Pledged Collateral

for sale, lease, license or other disposition.

(d) Secured Party’s Obligations. Pledgor agrees that Secured Party shall not have any obligation

to preserve rights to any Pledged Collateral against prior parties or to marshal any Pledged Collateral of

any kind for the benefit of any other creditor of Pledgor or any other Person. Secured Party shall not be

responsible to Pledgor for loss or damage resulting from Secured Party’s failure to enforce its security

interests or collect any Pledged Collateral or Proceeds or any monies due or to become due under the

Pledgor Obligations or any other liability or obligation of Pledgor to Secured Party.

(e) Waiver of Rights by Pledgor. Except as may be otherwise specifically provided in this

Agreement, Pledgor waives, to the extent permitted by law, all bonds, security or sureties required by any

Governmental Rule or otherwise as an incident to Secured Party’s taking of possession of, or sale, lease,

license or other disposition of, any Pledged Collateral.

(f) Rights and Remedies Cumulative. Secured Party’s rights and remedies under this Agreement

shall be cumulative and not alternative or exclusive, irrespective of any other rights or remedies that may

be available to Secured Party under any other Loan Document, by operation of law or otherwise, and may

be exercised by Secured Party at such time or times and in such order as Secured Party in Secured Party’s

sole discretion may determine, and are for the sole benefit of Secured Party. Secured Party’s failure to

exercise or delay in exercising any right or remedy shall not (i) preclude Secured Party from exercising

such right or remedy thereafter, (ii) preclude Secured Party from exercising any other right or remedy of

Secured Party, or (iii) result in liability to Secured Party or Secured Party’s Affiliates or their respective

members, managers, shareholders, directors, officers, partners, employees, consultants or agents.

11. Irrevocable Proxy. Pledgor irrevocably constitutes and appoints Secured Party, whether or not the

Pledged Collateral consisting of Ownership Interests has been transferred into the name of Secured Party

or its nominee, as Pledgor’s proxy with full power, in the same manner, to the same extent and with the

same effect as if Pledgor were to do the same:

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(a) to attend all meetings of equityholders of the issuer(s) of any of such Ownership Interests

(each, an “Issuer”) held from the date hereof and to vote the Ownership Interests at such meeting in such

manner as Secured Party shall reasonably deem appropriate including, without limitation, in favor of the

liquidation of any Issuer;

(b)

to consent, in the reasonable discretion of Secured Party, to any and all action by or with

respect to any Issuer for which the consent of the stockholders of any Issuer is or may be necessary or

appropriate;

manner, can or could do as an owner of an equity or profits interest of any Issuer, giving to Secured Party

full power of substitution and revocation; provided, however, that this proxy shall not be exercisable by

Secured Party and Pledgor alone shall have the foregoing powers (whether or not the Ownership Interests

have been transferred into the name of Secured Party or its nominee) until Secured Party has given to

Pledgor notice in writing of Secured Party’s election to exercise this proxy and an Event of Default has

occurred and is continuing; provided, further, that Secured Party may, at its option upon notice to

Pledgor, elect to postpone having this proxy become exercisable notwithstanding the occurrence of any

event described in this sentence which would otherwise cause this proxy to become exercisable. This

proxy shall terminate when this Agreement is no longer in full force and effect as provided in this

Agreement. Pledgor hereby revokes any proxy or proxies heretofore given by Pledgor to any person or

persons whatsoever and agrees not to give any other proxies in derogation hereof until this Pledge

Agreement is no longer in full force and effect; and

(d) Pledgor shall deliver promptly to Secured Party copies of all notices, statements or other

communications received by Pledgor or its nominee as registered owner of the Ownership Interests, and

upon demand and receipt of payment of necessary expenses thereof. After the occurrence and during the

continuation of an Event of Default, Pledgor (i) shall give to Secured Party or its designee a proxy or

proxies to vote and take all action with respect to such Ownership Interests, (ii) hereby authorizes Secured

Party to transfer the Ownership Interests or any part thereof into Secured Party’s own name or that of

Secured Party’s nominee so that Secured Party or its nominee may appear of record as the sole owner

thereof, and (iii) hereby waives all rights to be advised of or to receive any notices, statements or

communications received by Secured Party or its nominee as record owner of the Ownership Interests.

12. General Provisions.

(a) Rights and Remedies Cumulative. Secured Party’s rights and remedies under this Agreement

(specifically including all rights and remedies of Secured Party under Section 10) shall be cumulative and

not alternative or exclusive, irrespective of any other rights or remedies that may be available to Secured

Party under any other Loan Document, by operation of law or otherwise, and may be exercised by

Secured Party at such time or times and in such order as Secured Party in Secured Party’s sole discretion

may determine, and are for the sole benefit of Secured Party. Secured Party’s failure to exercise or delay

in exercising any right or remedy shall not (a) preclude Secured Party from exercising such right or

remedy thereafter, (b) preclude Secured Party from exercising any other right or remedy of Secured Party,

or (c) result in liability to Secured Party or Secured Party’s Affiliates or their respective members,

managers, shareholders, directors, officers, partners, employees, consultants or agents.

(b) Reinstatement. The agreements, covenants, liabilities and obligations of Pledgor set forth in

this Agreement (including, but not limited to, the final and indefeasible payment to Secured Party in cash

and performance of the Pledgor Obligations in full, and the grant to Secured Party of the security

interests, lien, charges and encumbrances described in this Agreement) shall continue to be effective, or

be reinstated, as the case may be, if at any time any payment in respect of the Pledgor Obligations is

rescinded or must otherwise be restored or returned by Secured Party by reason of any bankruptcy,

reorganization, arrangement, composition or similar proceeding or as a result of the appointment of a

receiver, intervenor or conservator of, or trustee or similar officer for, Pledgor or any other Person, or any

Property of Pledgor or any other Person, or otherwise, all as though such payment had not been made.

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and their successors and assigns and shall be binding upon the parties, their successors and assigns.

Secured Party shall have the right, without the necessity of any consent, authorization or other action by

Pledgor, to sell, assign, securitize or grant participations in all or a portion of Secured Party’s interest in

the Loans to other financial institutions of Secured Party’s choice and on such terms as are acceptable to

Secured Party in Secured Party’s sole discretion. Pledgor shall not assign, exchange or otherwise

hypothecate any rights, liabilities or obligations under this Agreement, in whole or in part, without the

prior written consent of Secured Party, which consent may be granted or withheld in Secured Party’s sole

discretion, and any attempted assignment, exchange or hypothecation without Secured Party’s written

consent shall be void and be of no effect.

(d) Notice. Wherever this Agreement provides for notice to any party (except as expressly

provided to the contrary), it shall be given by messenger, facsimile, certified U.S. mail with return receipt

requested, or nationally recognized overnight courier with receipt requested, effective when either

received or receipt rejected by the party to whom addressed, and shall be addressed as provided in the

Disclosure Schedule, or to such other address as the party affected may hereafter designate.

(e) Strict Performance. The failure by Secured Party at any time to require Pledgor’s strict

compliance with or performance of any provision of this Agreement shall not waive, affect, impair or

diminish any right of Secured Party thereafter to demand Pledgor’s strict compliance with and

performance of such provision. Any suspension or waiver by Secured Party of any Default or Event of

Default shall not suspend, waive or affect any other Default or Event of Default, whether the same is prior

or subsequent to such suspension or waiver and whether of the same or a different type.

(f) Waiver. Pledgor waives presentment, protest, notice of dishonor and notice of protest with

respect to any Document or Instrument on or for which it may be liable to Secured Party as maker,

endorser, guarantor or otherwise (including but not limited to this Agreement and each Note).

(g) Construction of Agreement. The parties hereto agree that the terms, provisions and language

of this Agreement were the result of negotiations between the parties, and, as a result, there shall be no

presumption that any ambiguities in this Agreement shall be resolved against either party. Any

controversy over the construction of this Agreement shall be decided without regard to events of

authorship or negotiation.

(h) Expenses; Taxes.

(i)

Pledgor shall reimburse Secured Party for all expenses incurred by Secured Party in

connection with the transactions contemplated by this Agreement or the Obligation Agreement.

(ii) If, at any time or times prior or subsequent to the Effective Date, and regardless of

whether any of the transactions contemplated by this Agreement are concluded, Secured Party

reasonably employs counsel for advice or other representation, reasonably incurs legal fees or

expenses, consulting fees or expenses, fees, costs or expenses of external professionals engaged by

Secured Party, or reasonably incurs other out-of-pocket costs or expenses in connection with: (a)

the exercise of any right or remedy of Secured Party described in this Agreement or any other Loan

Document executed by Pledgor; (b) the negotiation and preparation of this Agreement or any other

Loan Document executed by Pledgor, or any amendment, modification or restatement of this

Agreement or any other Loan Document executed by Pledgor; (c) the administration of this

Agreement or any other Loan Document executed by Pledgor and the transactions contemplated

hereby and thereby; (d) any litigation, contest, dispute, suit, proceeding or action (whether instituted

by Secured Party, Pledgor or any other Person) in any way relating to the Pledged Collateral, this

Agreement or any other Loan Document executed by Pledgor; (e) the establishment, attachment,

perfection or protection of any security interest, lien, charge or encumbrance on the Pledged

Collateral; (f) any attempt to enforce any right or remedy of Secured Party against Pledgor or any

other Person who may be obligated to Secured Party by virtue of this Agreement or any other Loan

Document executed by Pledgor including, without limitation, Account Debtors; or (g) any attempt

to inspect, verify, protect, preserve, restore, collect, sell, lease, license, liquidate or otherwise

dispose of or realize upon the Pledged Collateral; then, in any such event, all reasonable attorneys’

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fees arising from such services and all expenses, costs and charges of such counsel, all fees, costs,

expenses and charges of consultants and professionals engaged by Secured Party, and all other costs

and out-of-pocket expenses of Secured Party relating to any of the events or actions described

above shall be payable by Pledgor to Secured Party, and shall be additional Pledgor Obligations

under the Obligation Agreement secured by the Pledged Collateral. Pledgor acknowledges and

agrees that upon the occurrence and during the continuation of any Event of Default Pledgor shall

pay directly or reimburse Lender for all fees, costs, expenses and charges incurred by Secured Party

in Secured Party’s sole discretion in connection with the foregoing matters.

(iii) Additionally, if any tax, levy or charge (including any intangibles tax, stamp tax or

recording tax) shall be imposed upon or payable by Secured Party in connection with the execution

or delivery of this Agreement, or the execution, delivery, issuance or recording of any other Loan

Document executed by Pledgor, or the creation of any of the Pledgor Obligations under the

Obligation Agreement (a) Pledgor will pay (or will promptly reimburse Secured Party for the

payment of) all such taxes, levies and charges including, but not limited to, any interest and

penalties thereon, (b) following receipt of notice from Secured Party regarding the claim for

payment of, or imposition of, any such tax, levy or charge, with the consent of Secured Party,

which consent may not be unreasonably withheld, conditioned or delayed, Pledgor shall have the

right, at its own cost and expense, to contest the imposition of such tax, levy or charge, and with the

consent of the Secured Party, which consent may not be unreasonably withheld, conditioned or

delayed, to compromise or settle such claim for such tax, levy or charge and pay the same following

such compromise or settlement, and (c) in any circumstance described in clause (a) or (b) above,

Pledgor will indemnify, defend and hold Secured Party harmless from and against any liability in

connection therewith.

(iv) Pledgor’s obligations under this Section 12(h) shall survive termination of the Loans and

the termination of this Agreement.

(i)

Waiver of Right to Jury Trial. Pledgor and Secured Party recognize that in matters related to

the Loans and/or this Agreement, and as it may be subsequently modified and/or amended, either party

may be entitled to a trial in which matters of fact are determined by a jury (as opposed to a trial in which

such matters are determined by a judge, magistrate, referee or other elected or appointed decider of facts).

By executing this Agreement, Secured Party and Pledgor will give up their respective right to a trial by

jury. Pledgor and Secured Party each hereby expressly acknowledges that this waiver is entered into to

avoid delays, minimize trial expenses, and streamline the legal proceedings in order to accomplish a quick

resolution of claims arising under or in connection with Agreement, the Loan(s), the Note(s) and the

transactions contemplated by this Agreement.

(i) WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT NOT PROHIBITED BY

LAW, PLEDGOR AND SECURED PARTY EACH HEREBY KNOWINGLY, VOLUNTARILY

AND INTENTIONALLY WAIVES ANY RIGHT THAT PLEDGOR OR SECURED PARTY

MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, ACTION, SUIT OR

PROCEEDING, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT OF, UNDER,

OR IN CONNECTION WITH THIS AGREEMENT, ANY LOAN, ANY NOTE, ANY LOAN

DOCUMENT OR ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT,

BEFORE OR AFTER MATURITY.

(ii) CERTIFICATIONS. PLEDGOR HEREBY CERTIFIES THAT NEITHER ANY

REPRESENTATIVE NOR AGENT OF SECURED PARTY NOR SECURED PARTY’S

COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT

SECURED PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, ACTION SUIT OR

PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER.

PLEDGOR

ACKNOWLEDGES THAT SECURED PARTY HAS BEEN INDUCED TO ENTER INTO THIS

AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BY,

AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATION HEREIN.

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(j)

Indemnification by Pledgor. Pledgor hereby covenants and agrees to indemnify, defend (with

counsel selected by Secured Party) and hold harmless Secured Party, Secured Party’s Affiliates and their

respective members, managers, directors, shareholders, officers, partners, employees, attorneys,

consultants and agents (collectively, the “Indemnitees”) from and against any and all claims, damages,

liabilities, costs and expenses (including, without limitation, actual attorney’s fees and expenses and other

costs of investigation or defense, including those incurred upon any appeal), which may be incurred by or

asserted against any Indemnitee (whether for breach of contract, in tort or under any other theory of

liability) in connection with or as a result of credit having been extended, suspended or terminated under

any other Loan Documents or with respect to the execution, delivery, enforcement, performance or

administration of, or in any other way arising out of relating to, this Agreement or the other Loan

Documents or any other documents or transactions contemplated by or referred to in this Agreement, or

any action or failure to act with respect to any of the foregoing, including any and all product liabilities,

environmental liabilities, taxes and legal costs and expenses arising out of or incurred in connection with

disputes between or among any parties to and of the Loan Documents, the correctness, validity or

genuineness of any Instrument or Document that may be released or endorsed to Borrower by Secured

Party (which shall automatically be deemed to be without recourse to Secured Party in any event), the

existence, character, quantity, quality, condition, value or delivery of any Goods purporting to be

represented by any such Instruments or Documents, or any broker’s commission, finder’s fee or similar

charge or fee payable by Pledgor in connection with the Loans and the transactions contemplated by this

Agreement (collectively, the “Indemnified Liabilities”), except to the extent that any such Indemnified

Liability is finally determined by a court of competent jurisdiction to have resulted primarily from such

Indemnitee’s gross negligence or willful misconduct. PLEDGOR, FOR ITSELF AND FOR ALL

SUCCESSORS, ASSIGNS, THIRD PARTY BENEFICIARIES AND ALL OTHER PERSONS THAT

MAY ASSERT CLAIMS DERIVATIVELY THROUGH SUCH PARTY, HEREBY WAIVES ANY

AND ALL CLAIMS FOR INDEMNIFIED LIABILITIES AGAINST ALL INDEMNITEES EXCEPT

TO THE EXTENT THAT ANY SUCH INDEMNIFIED LIABILITY IS FINALLY DETERMINED BY

A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH

INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NO INDEMNITEE SHALL

BE RESPONSIBLE OR LIABLE TO PLEDGOR, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY

BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH

SUCH PARTY, FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR

FOR INDIRECT PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE

ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR

TERMINATED UNDER ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER

TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. THE PROVISIONS OF

THIS SECTION 12(j) SHALL SURVIVE TERMINATION OF THE LOANS AND THE

TERMINATION OF THIS AGREEMENT. Notwithstanding the foregoing, in no event shall Pledgor be

liable to any Indemnitee for any indirect, punitive, exemplary or consequential damages.

(k) Savings Clause for Indemnification. To the extent that Pledgor’s undertaking to indemnify,

pay and hold harmless set forth in this Section 12(j) above may be unenforceable because it violates any

law or public policy, Pledgor shall contribute the maximum portion which it is permitted to pay and

satisfy under applicable law to the payment and satisfaction of all matters referred to under this Section

12(j).

(l)

Entire Agreement; Amendments; Secured Party’s Consent. This Agreement (including the

Schedules and Exhibits) constitutes the entire agreement between Secured Party and Pledgor with respect

to the pledge by Pledgor of the Pledged Collateral to Secured Party, and supersedes all prior and

contemporaneous agreements, understandings, inducements or conditions between Secured Party and

Pledgor, whether express or implied, oral or written, with respect to the subject matter hereof; provided,

however, if there is any conflict between the terms or provisions of this Agreement and the Loan

Agreement, the terms of the Loan Agreement shall supersede and govern such conflicting terms or

provisions. No amendment or waiver of any provision of this Agreement, nor consent to any departure by

Pledgor therefrom, shall in any event be effective unless the same shall be Authenticated by Secured

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Party in a Record, and then such amendment, waiver or consent shall be effective only in the specific

instance and for the specific purpose for which given.

(m) Cross Default; Cross Collateralization. Pledgor hereby acknowledges and agrees that (a)

each other Loan Document and agreement between Pledgor and Secured Party is hereby amended, to the

extent necessary, to provide that a Default or an Event of Default under this Agreement is a default or

event of default, respectively, under each such Loan Document or agreement, and a default or event of

default under any Loan Document or agreement between Pledgor and Secured Party is a Default or an

Event of Default, respectively, under this Agreement, and (b) the Pledged Collateral secures the final and

indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations in full,

whether now or hereafter outstanding under all other Loan Documents and agreements between Pledgor

and Secured Party, and (c) that the Collateral and any other Property of any other Person pledged to

Secured Party in connection with the transactions contemplated by this Agreement under any other Loan

Document or agreement with Secured Party secures the final and indefeasible payment to Secured Party

in cash and performance of the Pledgor Obligations in full.

(n) Execution in Counterparts. This Agreement may be executed in any number of counterparts,

each of which when so executed shall be deemed to be an original and all of which taken together shall

constitute but one and the same instrument.

(o) Severability of Provisions. Any provision of this Agreement or any of the other Loan

Documents that 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

provisions of this Agreement or the other Loan Documents or affecting the validity or enforceability of

such provision in any other jurisdiction.

(p) Governing Law; Consent To Jurisdiction.

(i) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND

MADE BY SECURED PARTY AND ACCEPTED BY PLEDGOR IN THE STATE OF NEW

YORK. THE PARTIES AGREE THAT THE STATE OF NEW YORK HAS A SUBSTANTIAL

RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTIONS

CONTEMPLATED BY THIS AGREEMENT, AND IN ALL RESPECTS, INCLUDING

MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT

AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND

CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK

APPLICABLE TO CONTRACTS MADE AND PERFORMED ENTIRELY IN SUCH STATE

WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS. TO THE FULLEST

EXTENT PERMITTED BY LAW, SECURED PARTY AND PLEDGOR HEREBY

UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT

THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, AND THIS

AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH

THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND

PERFORMED ENTIRELY IN SUCH STATE WITHOUT REGARD TO ITS PRINCIPLES OF

CONFLICTS OF LAWS.

(ii) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST SECURED PARTY OR

PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE

INSTITUTED IN THE SOLE OPTION OF SECURED PARTY IN ANY FEDERAL OR

STATE COURT LOCATED IN WESTCHESTER COUNTY, NEW YORK PURSUANT TO

SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW; HOWEVER,

SECURED PARTY MAY, AT ITS OPTION, COMMENCE ANY ACTION, SUIT OR

PROCEEDING IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION TO OBTAIN

POSSESSION OF OR FORECLOSE UPON ANY PLEDGED COLLATERAL, TO OBTAIN

EQUITABLE RELIEF OR TO ENFORCE ANY JUDGMENT OR ORDER OBTAINED BY

SECURED PARTY AGAINST PLEDGOR OR WITH RESPECT TO ANY PLEDGED

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COLLATERAL, TO ENFORCE ANY RIGHT OR REMEDY UNDER THIS AGREEMENT OR

ANY OTHER LOAN DOCUMENT OR TO OBTAIN ANY OTHER RELIEF DEEMED

APPROPRIATE BY SECURED PARTY, AND SECURED PARTY AND PLEDGOR EACH

WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE

LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND SECURED

PARTY AND PLEDGOR EACH HEREBY IRREVOCABLY SUBMITS TO THE

JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.

PLEDGOR REPRESENTS AND ACKNOWLEDGES THAT IT HAS REVIEWED THIS

CONSENT TO JURISDICTION PROVISION WITH ITS LEGAL COUNSEL, AND HAS

MADE THIS WAIVER KNOWINGLY AND VOLUNTARILY, WITHOUT COERCION OR

DURESS.

(q) Table of Contents; Headings. The table of contents and headings preceding the text of this

Agreement are inserted solely for convenience of reference and shall not constitute a part of this

Agreement or affect its meaning, construction or effect.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE IMMEDIATELY FOLLOWS]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day and year

first above written.

PLEDGOR:

IGXGLOBAL, CORP.

By:_________________________________

Name:

Title:

SECURED PARTY:

KELTIC FINANCIAL PARTNERS II, LP

By: KELTIC FINANCIAL SERVICES, LLC,

its general partner

By:

Name:

Title:

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DISCLOSURE SCHEDULE

PLEDGED COLLATERAL:

SIXTY SIX AND TWO THIRDS (66 2/3) OF ALL ISSUED AND OUTSTANDING SHARES OF

IGXGLOBAL UK LIMITED), AND SIXTY SIX AND TWO THIRDS (66 2/3) OF ALL SHARES OF

IGXGLOBAL UK LIMITED ISSUED AFTER THE DATE HEREOF (WHETHER NEWLY ISSUED

BY STOCK SPLIT, AS A DIVIDEND OR OTHERWISE), ISSUED OR RECEIVED IN EXCHANGE

FOR OR REPLACEMENT OF THE FOREGOING. PLEDGOR SHALL DELIVER TO SECURED

PARTY STOCK CERTIFICATES REPRESENTING SIXTY SIX AND TWO THIRDS (66 2/3) OF

ALL SHARES OF IGXGLOBAL UK LIMITED ISSUED OR RECEIVED AFTER THE DATE OF

THIS AGREEMENT.

LIENS ON PLEDGED COLLATERAL:

None

NOTICE:

If to Secured Party:

Keltic Financial Partners II, LP

Attn: Xxxx X Xxxxxx, President and CEO

000 Xxxxx Xxxxxx Xxxx, Xxxxx 000

Xxxxxxxxx, XX 00000

Tel: (000) 000-0000 (ext. 208)

Fax: (000) 000-0000

Keltic Financial Partners II, LP

Attn: Xxxx Xxxxxxxx, Executive Vice President and Chief Credit

Officer

000 Xxxxx Xxxxxx Xxxx, Xxxxx 000

Xxxxxxxxx, XX 00000

Tel: (000) 000-0000 (ext. 221)

Fax: (000) 000-0000

With a copy to:

Xxxxxxxx X. Xxxxxxx, Esq.

0000 Xxxx Xxxxxx

Xxxxxxxxxxxxx, XX 00000

Tel: (000) 000-0000

Fax: (000) 000-0000

If to Pledgor:

IGXGLOBAL, CORP.

00 Xxxxxx Xxxx

Xxxxx Xxxx, XX 00000

Attn: President

Tel: (000) 000-0000

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Fax: (000) 000-0000

With a copy to:

Xxxxx Xxxxxx

Executive Vice President and General Counsel

iGambit Inc.

0000 X. Xxxxxxx Xxxxxxxx

Xxxxx X

Xxxxxxxxx, Xxx Xxxx 00000

Tel: (000) 000-0000

Fax: (000) 000-0000

And to:

Xxxx Xxxxxxxxx, Esq.

Xxxxxxx & Xxxxxxx

000 Xxxx Xxx Xxxx Xxxxxxxxx

Las Olas Centre II, Suite 1150

Xxxx Xxxxxxxxxx, XX 00000-0000

Tel: (000) 000-0000

Fax: (000) 000-0000

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Document Metadata

Table of Contents

PLEDGE AND SECURITY AGREEMENT

Document Metadata