PLEDGE AGREEMENT

A.  

Lender, Pledgor and Zynex Medical, Inc., f/d/b/a Stroke Recovery Systems, Inc., a Colorado corporation (“ Zynex Medical ”) are parties to a Loan and Security Agreement dated as of the date of this Pledge Agreement, and associated documents and agreements (collectively, the “ Loan Documents ”).

B.  

Pledgor is the sole shareholder of Zynex Medical.

C.  

It is a condition precedent to the agreement of Lender to enter into the Loan Documents that Pledgor execute and deliver this Pledge Agreement in favor of Lender.

1.1  

Capitalized terms not otherwise defined in this Pledge Agreement have the meanings ascribed in the Loan and Security Agreement.

1.2  

The following term used in this Pledge Agreement will have the following meaning:

2.1  

Grant .  As security for the full and prompt payment and performance of all of Pledgor and Zynex Medical’s Obligations to Lender, Pledgor grants Lender a security interest in the Shares.

2.2  

Perfection .

(a)  

Contemporaneously with the signing and delivery of this Pledge Agreement, Pledgor is delivering to Lender the share certificates and other documents representing the Shares, together with one or more stock powers or assignments indorsed in blank.

(b)  

Pledgor will promptly deliver to Lender all share certificates and other documents representing any shares in Zynex Medical that Pledgor subsequently acquires, together with one or more stock powers or assignments indorsed in blank.

(c)  

Pledgor authorizes Lender to file all financing statements that Lender deems reasonably necessary to perfect and continue Lender’s security interest in the Shares.  Pledgor ratifies Pledgor’s prior authorization of Lender to file similar financing statements before the date of this Pledge Agreement.

(d)  

Upon Lender’s request, Pledgor will take any other actions that Lender deems reasonably necessary to perfect and continue Lender’s security interest in the Shares.

2.3  

Termination .  Upon Pledgor’s request after the full payment and performance of the Obligations, Lender will re-deliver to Pledgor the Shares and terminate Lender’s financing statement concerning the Shares.

3.1  

Authority .  Pledgor has full power and authority to sign and deliver this Pledge Agreement and to perform all of Pledgor’s obligations under this Pledge Agreement.

3.2  

Binding Obligation .  This Pledge Agreement is the legal, valid, and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws of general application or by general principles of equity.

3.3  

No Conflicts .  The signing and delivery of this Pledge Agreement by Pledgor and the performance by Pledgor of all of Pledgor’s obligations under this Pledge Agreement will not:  (a) breach any agreement to which Pledgor is a party, or give any person the right to accelerate any obligation of Pledgor; (b) violate any law, judgment, or order to which Pledgor is subject; or (c) require the consent, authorization, or approval of any person, including but not limited to any governmental body.

3.4  

Ownership .  Pledgor has good title to the Shares, free from all liens, mortgages, pledges, security interests, and other encumbrances except encumbrances in favor of Lender.  Pledgor has the right and power to transfer and assign the Shares to Lender, free from any restriction or condition.

4.1  

Ownership .  Pledgor will keep the Shares free from all liens, mortgages, pledges, security interests,