# DEBENTURE
## Date and parties
Date: 22 August 2028
This debenture is made by Lattice Beacon Technologies Limited, company number 10987421, registered office at 14 Foundry Lane, Cambridge CB1 3QH, email finance@latticebeacon.example.test, called the Chargor, in favour of Fenland Growth Bank plc, company number 00692147, registered office at 90 Station Road, London EC1V 2NX, email security@fenlandgrowth.example.test, called the Bank. It secures the Chargor's obligations under the facility agreement dated 22 August 2028, reference FGB-LBT-2208, under which the Bank has agreed a revolving facility of £1,250,000 and a term loan of £750,000, together £2,000,000, called the Facility.
The Chargor confirms that it is incorporated in England and Wales, has power to grant this security and has obtained the board approvals recorded in its minute dated 20 August 2028. This document is a continuing security and does not merge with any judgment, payment or intermediate account.
For this debenture, Business Day means a day other than a Saturday, Sunday or bank holiday in England and Wales on which banks in London are open for business.
## 1. Secured obligations
The security secures payment and performance of every present and future obligation of the Chargor to the Bank under the Facility, the facility agreement, any hedging document, fee letter, indemnity or other finance document, whether actual or contingent, sole or joint, as principal or surety, and all interest, default interest, fees, costs and enforcement expenses. The maximum principal amount for the purpose of registration is £2,000,000, but that stated amount does not cap interest, costs or another obligation where the finance documents lawfully provide otherwise.
The security is a continuing security, remains in force until the Bank confirms release in writing, and is additional to other security. The Bank may make further advances, but no further advance is promised by this document. A waiver or delay does not release security or affect priority.
For this debenture, Designated Account means the Chargor's current account with Fenland Growth Bank ending 7712. The Chargor delivered to the Bank an Account Disclosure Schedule dated 22 August 2028 identifying that account, its account mandate and the receivables ledger account used for the Facility. No account is a Designated Account unless the Bank confirms it in writing. The Account Disclosure Schedule is a written disclosure for this debenture and does not itself grant the Bank control of an account.
Security Disclosure Schedule means the written schedule delivered by the Chargor to the Bank on 22 August 2028 identifying existing security, material customer contracts, intellectual-property licences and other agreed exceptions. A reference in this debenture to written disclosure means a written disclosure expressly acknowledged by the Bank before the date of this debenture.
## 2. Fixed charges
The Chargor charges by way of first fixed charge, to the extent it can lawfully do so, all of its rights, title and interest in the following assets:
1. the patents, patent applications, registered and unregistered trade marks, domain names, design rights, copyright, database rights, confidential information, know-how, source code, object code, algorithms, technical documentation and other intellectual property used in its BeaconRoute logistics platform, including UK patent application GB2604178.6 and trade mark UK00003974218; 2. all books, records, licences, permissions and agreements relating to that intellectual property; 3. all rights to receive insurance proceeds, compensation and damages relating to charged assets; and 4. all intellectual-property licences and contractual benefits that do not constitute receivables, to the extent assignment or charging is permitted.
The Chargor must not dispose of, license outside the ordinary course, abandon, dilute, assign or otherwise deal with a fixed-charge asset without the Bank's prior written consent, except for non-exclusive customer licences on ordinary commercial terms that preserve the Chargor's title and do not prevent enforcement. It must renew registrations, maintain source-code escrow where contracted, preserve confidentiality and promptly notify the Bank of an infringement or threatened loss. Bank accounts and receivables are deliberately not fixed-charge assets under this clause; they are floating-charge assets under clause 3 unless a later written instrument creates and perfects separate control.
## 3. Floating charge
The Chargor charges by way of a floating charge the whole of its undertaking, property, assets and rights, present and future, not effectively subject to the fixed charges, including stock, raw materials, work in progress, all receivables, the Designated Account and other uncharged bank accounts, plant, furniture and vehicles. The floating charge covers assets acquired after the date of this debenture and will crystallise as provided in clause 9.
Until crystallisation, the Chargor may deal with floating-charge assets in the ordinary course of business. It must collect receivables into an account notified to the Bank, maintain proper books, insure assets for full replacement value where commercially available, and not create another security ranking ahead of or equally with this security. A permitted lien arising by operation of law in ordinary trade is allowed if discharged promptly.
## 4. Representations and title
The Chargor represents on the date of this debenture and on each utilisation date that it is the legal and beneficial owner of the charged assets, has not granted another security except those disclosed in the facility agreement and the Account Disclosure Schedule, has paid material taxes due, and has authority to enter into and perform this debenture. Its intellectual property is not knowingly subject to a challenge that would materially impair the Facility. No customer contract in the Security Disclosure Schedule or other written disclosure delivered to the Bank prohibits the security or enforcement in a way not disclosed to the Bank.
The Chargor must tell the Bank within two Business Days of discovering an attachment, judgment, insolvency event, material IP challenge, loss of a key licence, cyber incident or claim exceeding £75,000. Information supplied must be accurate in all material respects and not omit a fact that makes it misleading.
## 5. Information and undertakings
The Chargor must deliver monthly management accounts within 20 days after each month end, quarterly covenant certificates signed by director Amelia Ruth Cole, annual accounts within 120 days after year end, and an annual intellectual-property register. It must maintain its corporate existence, pay lawful debts as they fall due, comply with laws and licences, keep adequate insurance, and permit the Bank or its accountant to inspect records on three Business Days' notice during business hours.
It must not sell all or a substantial part of its business, change its main business, make a distribution, acquire a company, incur financial indebtedness above £250,000 in aggregate outside the Facility, or dispose of an asset worth more than £50,000 except as permitted by the facility agreement. It must not transfer personal data to the Bank except where lawful and necessary for security administration.
## 6. Registration and perfection
The Chargor authorises the Bank to file particulars of this charge at Companies House within the statutory period, pay the filing fee on its behalf and register or notify the security in any intellectual-property, account-control or other register where appropriate. Under section 859A of the Companies Act 2006, particulars of this company charge must be delivered to the Registrar within 21 days beginning with the day after the date on which the charge is created; the parties intend the Bank's filing to be made within that 21-day period. The Chargor must sign further documents and provide information reasonably required to perfect, protect or preserve priority. The Bank will provide a confirmation of filing reference when available.
The parties understand that registration does not guarantee priority against every person, that a registrable company charge may be ineffective against an administrator, liquidator or creditor if not registered within the applicable period, and that additional steps may be required for deposit accounts, foreign rights or contractual receivables. The Bank does not promise that any particular registration office will accept every filing.
## 7. Control of accounts and receivables
Before an Event of Default, the Chargor may collect receivables and operate the Designated Account in the ordinary course because the security over those assets is floating, not fixed. It must pay all customer receipts into the Designated Account, not redirect them to a personal or undisclosed account, and keep a receivables ledger showing customer, invoice date, due date, amount and credit notes. The Bank has no control agreement or blocked-account arrangement before an Event of Default. After an Event of Default, the Bank may serve a written account-control notice prohibiting withdrawals except with its written consent, require the account bank to block withdrawals, notify an account debtor and require direct payment to the Bank, without becoming responsible for performing the underlying contract.
The Chargor must not factor, discount or assign receivables other than ordinary credit notes and customer settlement arrangements approved under its normal policy. It must disclose any receivable dispute exceeding £20,000 within five Business Days.
## 8. Events of default
An Event of Default occurs if a sum is unpaid for three Business Days after its due date, a representation is materially incorrect, a covenant is breached and not remedied within ten Business Days after notice where capable of remedy, the Chargor is unable to pay debts, enters administration, liquidation or a company voluntary arrangement, a receiver is appointed, a material judgment remains unsatisfied for 14 days, or this debenture ceases to be effective or enforceable in a material respect. A cross-default applies to other financial debt exceeding £100,000, subject to a bona fide dispute resolved within 20 Business Days.
The Bank will give a written notice specifying the relevant default and remedy period where this debenture requires one. Nothing requires notice where a mandatory insolvency rule or the facility agreement permits immediate action. The Bank may accelerate the Facility and enforce after an Event of Default, subject to applicable law, court requirements and any statutory moratorium.
## 9. Crystallisation
The floating charge automatically crystallises over an asset if the Chargor attempts to create unauthorised security over it, ceases or threatens to cease business, or becomes subject to an insolvency event. The Bank may also serve a written crystallisation notice after an Event of Default or where it reasonably believes the charged undertaking is in jeopardy. The notice must identify the assets and time of crystallisation. The Bank may later release crystallisation over trading stock by written notice without losing priority over another asset.
## 10. Enforcement and receiver
After the security becomes enforceable, the Bank may appoint an administrator or receiver where permitted, take possession, collect receivables, operate or sell the business, license intellectual property, sell assets by auction or private sale, and apply proceeds in the statutory order. A receiver is the Chargor's agent unless the law provides otherwise, and the Chargor is responsible for the receiver's remuneration. The Bank may enforce in parts and need not first sue, prove or enforce against another person or asset.
The Bank must use reasonable care in exercising any duty imposed by law when selling charged assets. It may obtain valuations, advertise, insure, maintain, repair, protect or abandon an asset, and may set a commercial reserve. It must account for enforcement proceeds after deducting lawful costs, then amounts secured in the order required by law and the finance documents. Any surplus belongs to the person entitled by law.
## 11. Indemnity and release
The Chargor indemnifies the Bank and any receiver against reasonable losses, liabilities, fees and expenses arising from preserving, administering or enforcing this debenture, except to the extent caused by fraud or deliberate misconduct that cannot lawfully be excluded. The Bank will release this debenture promptly after irrevocable payment and discharge of all secured obligations and will deliver any release documents reasonably required. A release does not revive if a payment is later avoided or required to be returned.
## 12. Notices
A notice must be in writing and delivered by hand, pre-paid recorded post or email to the stated address or any replacement notified in writing. Hand delivery is effective when left between 9.00 am and 5.00 pm on a Business Day. Recorded post is effective at 9.00 am on the second Business Day after posting. Email is effective when sent before 5.00 pm if no delivery failure message is received, and at 9.00 am on the next Business Day if sent later. The parties agree that email is valid service, not merely a copy, under this clause.
## 13. Law, jurisdiction and execution
This debenture and any non-contractual obligation arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, although the Bank may seek protective relief in another court with jurisdiction over charged property. The parties will consider mediation of a non-urgent dispute but will not delay insolvency or preservation steps.
Executed and delivered as a deed by Lattice Beacon Technologies Limited acting by Amelia Ruth Cole, Director, and Samuel Peter Finch, Director:
Director signature: __________________________
Name: Amelia Ruth Cole
Date: 22 August 2028
Director signature: __________________________
Name: Samuel Peter Finch
Date: 22 August 2028
Witness signature: __________________________
Witness name: Rachel Imogen Ward
Witness address: 31 Chesterton Road, Cambridge CB4 3AL
Witness occupation: Solicitor
The witness confirms that both directors signed this deed, or acknowledged their signatures, in the witness's presence and that the witness is independent of the Chargor and Bank.
Accepted for Fenland Growth Bank plc by its authorised signatory:
Signature: __________________________
Name: Martin Lewis Harper, Senior Relationship Director
Date: 22 August 2028