# SHARE PLEDGE AND CHARGE AGREEMENT
Date: 1 May 2029
Parties: West Penn Bank plc, Calder Robotics Ltd and Harriet Cole
## 1. Parties and purpose
West Penn Bank plc (Company No. 00543210) lends £480,000 to Calder Robotics Ltd (Company No. 14610022). Harriet Cole, Calder’s sole shareholder, grants the bank security over her 480,000 ordinary shares of £0.01 each in Calder, together with dividends, rights issues and sale proceeds, to secure the facility and not as an outright transfer.
## 2. Scope, price and subject
Harriet warrants that she owns the shares beneficially, they are fully paid, no other security or restriction has been disclosed, and the articles permit the agreed security. She must not sell, transfer, charge or agree to dispose of them, must preserve voting and dividend rights, and must deliver the original certificate and a signed stock transfer form in escrow.
## 3. Operating duties
Before default Harriet may vote in the ordinary course, subject to not prejudicing the security; Calder must not amend its articles, issue rights or alter share capital in a way that dilutes the security without the bank’s consent. Harriet holds dividends for the bank after an enforcement notice and must notify changes affecting title.
## 4. Compliance, records and controls
The parties will co-operate to perfect the security: notice is given to Calder, the company records the charge in its internal register, and the bank may register a Companies House charge against Calder where the security package requires it. Harriet acknowledges that English share security practice may require delivery, control and registration steps and that this agreement alone may not perfect every interest.
## 5. Term, ending and remedies
An Event of Default is an uncured payment default, insolvency, unauthorised dealing, invalidity of security or material misrepresentation. After notice, the bank may enforce by sale or other lawful remedy, apply proceeds to costs, interest and debt, and account for surplus. The bank must act in good faith and give credit for enforcement recoveries.
## 6. Liability and reservations
On irrevocable payment of the secured liabilities, the bank releases the security, returns the certificate and form, and instructs any required Companies House satisfaction filing. Until release, variation or waiver must be written. Nothing creates security over Calder’s assets beyond the identified share interest or bypasses mandatory insolvency rules.
## 7. Governing law and signatures
English law governs and courts of England and Wales have exclusive jurisdiction. West Penn’s authorised signatory Nikhil Shah, Calder’s director Harriet Cole and Harriet individually sign on 1 May 2029. The parties should obtain advice on stamp duty, financial collateral rules, articles and priority before relying on the security.