PLEDGE AGREEMENT
This Pledge
Agreement (the " Agreement ") dated as of May 18th, 2009 is
made by and between Astrata Group, Inc., a Nevada corporation (the
" Guarantor "), and Fame Trading Ltd. (the " Lender
") with respect to the following:
A. Guarantor
owns all of the issued and outstanding stock in Astrata (Asia
Pacific) Pte Ltd ("Borrower") which is indebted to Lender pursuant
to the terms of that certain Loan Letter and Facility Agreement
dated May 15, 2009 (the "Loan"). The obligations under the Loan arc
secured by that certain Debenture, dated as of the date hereof,
between the Borrower and Lender (the "Loan Agreement").
B. It is a
condition to the making of the loans reflected in the Loan that the
Guarantor provides a guarantee. as evidenced by that certain
"Continuing Guarantee" dated May 15, 2009. and secure the guarantee
with, among other things, a pledge of all of Guarantor's stock in
the Borrower.
C. Guarantor
has agreed to pledge all of Guarantor's stock in the Borrower as
security for the performance of all of Guarantor's agreements,
promises and obligations under the guarantee.
NOW, THEREFORE,
in consideration of the premises and in order to induce the Lender
to extend credit to the Borrower, and in consideration of other
obligations hereinafter incurred, Guarantor hereby agrees as
follows:
SECTION 1.1
Pledge of Stock . Guarantor hereby pledges all of
Guarantor's stock in the Borrower, together with any and all
rights, dividends. new securities or other property to which
Guarantor is or may hereafter become entitled to receive on account
of such property (the "Stock") to secure the satisfaction and
performance of all of Guarantor's agreements, promises and
obligations under the Continuing Guarantee and this Agreement. If
Guarantor receives or if the Borrower issues to Guarantor or any
other party any such property, Guarantor will immediately and
physically deliver it to Lender or, if appropriate, take such other
actions as may be necessary to create a security interest in such
property in favor of the Lender, to be held subject to this
Agreement as if the same were the Stock.
SECTION 1.2 Establishment of
Pledge . Guarantor, concurrently with his execution of this
Agreement, shall deliver to Lender all of the certificates or other
documents evidencing the Stock, accompanied by duly executed Stock
Assignment Separate From Certificate transferring in blank to the
Lender the stock evidenced by said certificates (if
necessary).
SECTION 1.3 Lender's
Authority . Guarantor hereby authorizes Lender to keep and
preserve the certificates or other documents evidencing the Stock
in Lender's possession. pending full satisfaction and performance
by Guarantor of all agreements, promises and obligations provided
hereunder.
SECTION 1.4
Shares Transferable . Guarantor may transfer the Stock to a
transferee who agrees in writing to take such Stock subject to this
Agreement and to be bound by the terms and conditions of this
Agreement. References herein to Guarantor include any such
transferee.
SECTION l.5 Guarantor's
Rights . Except as herein provided and provided that Borrower
is not in default under the provisions of the Loan, the Debenture
or any agreement related thereto, and Guarantor is not in default
under the provisions of the Continuing Guarantee, the Debenture, or
any agreements related thereto, Guarantor shall be entitled to
receive and collect any and all cash dividends accruing with
respect to the Stock held under this Agreement and shall have and
retain all voting rights in connection therewith; provided,
however, no dividends, salary or bonuses or any other amounts of
any type or nature shall be paid, regardless of past practices, if
the amount would materially threaten to impair Borrower's solvency
or ability to meet all of its material obligations in the ordinary
course of business.
SECTION 1.6
Additional Shares . Unless otherwise agreed to in writing by
the Lender, the Borrower shall not issue, nor shall Guarantor cause
the Borrower to issue, any equity securities to any person without
first obtaining the prior written consent thereto of the Lender,
which consent the Lender may grant or withhold in their sole and
absolute discretion. If any such additional shares are issued, all
of such additional shares shall be subject to this
Agreement.
SECTION 1.7
Protection of Lender .
(a) The parties hereto shall execute such
agreements as Lender shall reasonably request for the protection of
Lender. As between Lender and any other party hereto, such
agreements shall control. As between the parties hereto other than
Lender, this Agreement shall control.
(b) Lender shall not be liable to
Guarantor for any act (including, without limitation, any act of
active negligence) or omission by Lender unless Lender's conduct
constitutes willful misconduct or gross negligence.
(c) Guarantor hereby agree to
indemnify and to hold Lender harmless from and against all losses,
liabi
