# SHARE SUBSCRIPTION AGREEMENT
Date: 10 March 2029
Parties: Pinewell Robotics Ltd and Alder Venture Fund LP
## 1. Parties and purpose
Pinewell Robotics Ltd (Company No. 15290418), registered at 22 Science Park Road, Cambridge CB4 0WG, agrees to allot and issue shares to Alder Venture Fund LP of 1 Broadgate, London EC2M 2QS. The subscription is for investment in Pinewell’s warehouse-robotics software.
## 2. Scope, price and subject
Alder subscribes for 125,000 Series A Preferred shares of £0.001 each at £2.40 per share, a total of £300,000. Completion occurs when cleared funds arrive, the board allots the shares and Pinewell updates its register; the share certificate and Companies House confirmation follow promptly.
## 3. Operating duties
Completion is conditional on a board resolution under Companies Act 2006 section 551, any required shareholder authority and disapplication of statutory pre-emption rights, and accession to the shareholders’ agreement. Pinewell must not accept the funds as an allotment if a condition is outstanding.
## 4. Compliance, records and controls
Pinewell warrants that it is duly incorporated, its accounts and cap table supplied to Alder are not materially misleading, it owns the software IP disclosed, and no material litigation or undisclosed charge exists. Warranties are qualified by the disclosure letter dated 7 March 2029 and are subject to agreed liability and time limits.
## 5. Term, ending and remedies
The company will use the £300,000 for engineering (£180,000), two hires (£75,000) and security testing (£45,000). A material reallocation above 15% of a budget line requires Alder’s written consent. Quarterly management accounts are delivered within 45 days; annual accounts and a reasonable inspection right are also provided.
## 6. Liability and reservations
The Series A shares carry the rights in the amended articles, including an eight per cent cumulative dividend preference and one-times non-participating liquidation preference. Alder receives a board-observer seat and a pro-rata right in the next equity financing, but no promise is made that EIS relief will be available.
## 7. Governing law and signatures
English law governs. The company’s director Miriam Holt signs for Pinewell and Alder’s authorised signatory Ben Okafor signs for the fund on 10 March 2029. This agreement does not itself amend the articles or disapply pre-emption rights; the required corporate resolutions remain essential.