EX-4.19



 Exhibit 4.19 

DATED 24 APRIL 2015 

LOMBARD MEDICAL, INC. 

AS CHARGOR 
 AND 

OXFORD FINANCE LLC 
 AS
COLLATERAL AGENT 
  
  

CHARGE OVER SHARES 
  

 
  
 



 
 GREENBERG TRAURIG MAHER LLP 

7TH FLOOR 

200 GRAY’S INN ROAD 

LONDON WC1X 8HF 







 TABLE OF CONTENTS 

 

							
	 1.
		 DEFINITIONS AND INTERPRETATION
		 	1	  
			
	 2.
		 PAYMENT OF SECURED LIABILITIES
		 	6	  
			
	 3.
		 GRANT OF SECURITY
		 	6	  
			
	 4.
		 REPRESENTATIONS AND WARRANTIES
		 	6	  
			
	 5.
		 COVENANTS
		 	6	  
			
	 6.
		 ENFORCEMENT
		 	6	  
			
	 7.
		 RIGHT OF APPROPRIATION
		 	8	  
			
	 8.
		 DIVIDENDS AND VOTING RIGHTS
		 	8	  
			
	 9.
		 APPOINTMENT OF RECEIVER
		 	9	  
			
	 10.
		 APPLICATION OF PROCEEDS
		 	11	  
			
	 11.
		 EFFECTIVENESS OF SECURITY
		 	11	  
			
	 12.
		 RELEASE OF SECURITY
		 	14	  
			
	 13.
		 POWER OF ATTORNEY
		 	15	  
			
	 14.
		 GROSS-UP AND PAYMENTS
		 	16	  
			
	 15.
		 COSTS AND EXPENSES
		 	16	  
			
	 16.
		 ASSIGNMENTS AND TRANSFERS
		 	17	  
			
	 17.
		 INDEMNITY
		 	17	  
			
	 18.
		 SET-OFF
		 	18	  
			
	 19.
		 NOTICES AND COMMUNICATIONS
		 	18	  
			
	 20.
		 CALCULATIONS AND CERTIFICATES
		 	18	  
			
	 21.
		 CURRENCY CONVERSION
		 	18	  
			
	 22.
		 PARTIAL INVALIDITY
		 	19	  
			
	 23.
		 REMEDIES AND WAIVERS
		 	19	  
			
	 24.
		 AMENDMENTS AND WAIVERS
		 	19	  
			
	 25.
		 TACKING
		 	19	  
			
	 26.
		 COUNTERPARTS
		 	19	  
			
	 27.
		 GOVERNING LAW
		 	19	  
			
	 28.
		 JURISDICTION
		 	19	  
		
	 SCHEDULE 1 THE INITIAL SHARES
		 	21	  
		
	 SCHEDULE 2 REPRESENTATIONS AND WARRANTIES
		 	1	  
		
	 SCHEDULE 3 COVENANTS
		 	1	  


  
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 THIS DEED is dated 24 April 2015 and made between: 

 

	(1)	LOMBARD MEDICAL, INC., an exempted company incorporated under the laws of the Cayman Islands (company number 284377) whose registered office is at P.O. Box 2681, Cricket Square, Hutchins Drive, Grand Cayman,
Cayman Islands KY1-1111 (the “Chargor”); and 

  

	(2)	OXFORD FINANCE LLC as security agent and collateral agent (the “Collateral Agent”). 


BACKGROUND: 
  

	(3)	Pursuant to a loan and security agreement dated on or about the date of this Deed (the “Agreement “and made between Lombard Medical Technologies, Inc, (in its capacity as “Borrower”),
the Collateral Agent and the Lenders (as defined therein), the Lenders have agreed to make certain facilities to the Borrower. 

  

	(4)	The Borrower is the 100% owned subsidiary of Lombard Medical Technologies Limited, which is in turn the 100% owned subsidiary of the Chargor. 


 

	(5)	It is a condition precedent to the making of facilities under the Agreement, that the Chargor enters into this Deed. 

  

	(A)	The Chargor and the Collateral Agent intend this Deed to take effect as a deed notwithstanding that a party may execute it under hand. 


THIS DEED WITNESSES that: 
  

	1.	DEFINITIONS AND INTERPRETATION 

  

	1.1	In addition, in this Deed: 

 “A Deferred Shares” means all of the A deferred
shares of 0.03789 per share in the Company as at the date of this Deed. 
 “B Deferred Shares” means all of the B
deferred shares of 0.03927 per share in the Company as at the date of this Deed. 
 “C Deferred Shares” means all of
the C deferred shares of 0.03827 per share in the Company as at the date of this Deed. 
 “Charged Investments” means:

  

	 	(a)	the Initial Shares; 

  

	 	(b)	the Secondary Shares; 

  

	 	(c)	the Derivative Rights; and 

  

	 	(d)	all other shares and other assets and rights from time to time the subject of this Deed, including any monies from time to time charged to the Collateral Agent pursuant to clause 3. 


References to the Charged Investments include references to all or any of them. 

“Company” means Lombard Medical Technologies Limited (registered number 04636949) whose registered office is at Lombard
Medical House, 4 Trident Park, Basil Hill Road Didcot, Oxfordshire, 0X11 7HJ. 

  
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 “Default Rate” has the meaning given to it in the Agreement. 

“Derivative Rights” in relation to any Initial Shares or Secondary Shares means dividends, distributions, interest and other
income paid or made in respect of them, voting rights and all benefits, money or property (including, all stocks, shares or other securities, rights or other property accruing, offered or issued at any time by way of bonus, redemption, exchange,
purchase, substitution, conversion, preference, option, warrant or otherwise) in respect of any of them. 
 “Enforcement
Event” that means the occurrence of an Event of Default (as such term is defined in the Agreement). 
 “Financial
Collateral” shall have the meaning given to that expression in the Financial Collateral Regulations. 
 “Financial
Collateral Regulations” means the Financial Collateral Arrangements (No. 2) Regulations 2003. 
 “Initial Shares”
means all of the shares in the Company described and identified in Schedule 1 of which the Chargor is the beneficial or registered owner on the date of this Deed. 

“IA” means the Insolvency Act 1986. 

“Insolvency” of a person includes the dissolution, bankruptcy, insolvency, winding-up, liquidation, administration,
examination, amalgamation, reconstruction, reorganisation, arrangement, adjustment, administrative or other receivership or dissolution of that person, the official management of all of its revenues or other assets or the seeking of protection or
relief of debtors and any equivalent or analogous proceeding by whatever name known and in whatever jurisdiction. 

“Instrument” means any document (which term includes any form of writing) under which any obligation is evidenced or
undertaken or any Lien (or right in any Lien) is granted or perfected or purported to be granted or perfected. 
 “LPA”
means the Law of Property Act 1925. 
 “Losses” means all losses (including loss of profit), claims, demands, actions,
proceedings, damages and other payments, costs, charges, expenses and other liabilities of any kind. 
 “Liability” means
any present or future obligation or liability for the payment of money, whether in respect of principal, interest or otherwise, whether actual or contingent, whether owned jointly or severally and whether a principal or surety or in any other
capacity and including any amount which would constitute such a liability but for any discharge, non- probability, unenforceability or non-allowability of the same in any insolvency or other proceedings. 

“Lien” means a claim, mortgage, deed of trust, levy, charge, pledge, security interest, or other encumbrance of any kind,
whether voluntarily incurred or arising by operation of law or otherwise against any property. 
 “Loan Documents” has the
meaning given to it in the Agreement. 
 “Obligor” means the Chargor, the Borrower and any other member of the Group
providing a guarantee, indemnity or Lien for the obligations of the Borrower or any other member of the Group under or pursuant to the Loan Documents. 

  
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 “Party” means a party to this Deed 

“Receiver” means a receiver, receiver and manager or administrative receiver of any or all of the Charged Property appointed
by the Collateral Agent under this Deed whether solely, jointly, severally or jointly and severally with any other person and includes any substitute for any of them appointed from time to time. 

“Secondary Shares” means any shares (other than the Initial Shares) in the Company, of which the Chargor is or becomes the
beneficial or registered owner. 
 “Secured Liabilities” means all present and future Liabilities of the Chargor or any
other Obligor to the Secured Parties or any of them under or in relation to the Loan Documents (including, without limitation, all Liabilities arising out of any extension, variation, modification, reinstatement or novation (however fundamental) but
excluding any money, obligation or liability which would cause the covenant set out in clause 2 or the security which would otherwise be constituted by this Deed to be unlawful or prohibited by any applicable law or regulation. References to a
Secured Liability includes references to any of them. 
 “Secured Parties” means the Collateral Agent and each Lender
together with any Receiver. 
 “Security Period” means the period starting on the date of this Deed and ending on the date
on which all of the Secured Liabilities have been unconditionally and irrevocably paid and discharged in full; and no further Secured Liabilities are capable of being outstanding. 

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest
payable in connection with any failure to pay or any delay in paying any of the same). 
 “Tax Credit” means a credit
against, relief or remission for, or repayment of any Tax. 
 “VAT” means the value added tax provided for in the Value
Added Tax Act 1994 and any other tax of similar nature in any applicable jurisdiction. 
  

	1.2	Construction 

  

	 	1.2.1	Unless a contrary indication appears, a term defined in the Agreement has the same meaning in this Deed. 

  

	 	1.2.2	In addition, in this Deed, any reference to: 

  

	 	(a)	“assets” includes present and future properties, undertakings, revenues, rights and benefits of every description (and any reference to a particular type or category of assets includes any present or
future assets of that type or category); 

  

	 	(b)	an “amendment” includes a supplement, restatement, variation, novation or re-enactment (and “amended” shall be construed accordingly); 


 

	 	(c)	an “authorisation” includes an authorisation, consent, licence, approval, resolution, exemption, filing, registration and notarisation; 


 

	 	(d)	clauses or schedules are to the clauses of and schedules to this Deed and references to paragraphs are to paragraphs of the relevant Schedule unless the context requires otherwise;



  
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	 	(e)	this Deed includes the Schedules which form part of this Deed for all purposes; 

  

	 	(f)	a “disposal” includes any lease, licence, transfer, sale or other disposal of any kind (with related words being construed accordingly); 


 

	 	(g)	any Loan Document, other Instrument or other document is to that Loan Document, other Instrument or other document as supplemented, otherwise amended, replaced or novated from time to time (however
fundamental that amendment, novation or replacement may be, even if it involves increased, new, additional and/or replacement facilities or an increase in any other amount or rate); 


 

	 	(h)	one gender shall include a reference to the other genders and words in the singular shall include the plural (and vice versa); 

  

	 	(i)	“including” means “including without limitation” (with related words being construed accordingly), “in particular” means “in particular but without
limitation” and other general words shall not be given a restrictive interpretation by reason of their being preceded or followed by words indicating a particular class of assets, matters or things; 


 

	 	(j)	“indebtedness” includes any obligation for the payment or repayment of money, whether as principal or as surety and whether present or future, actual or contingent; 


 

	 	(k)	a “Party” or other “particular person” includes its successors in title, permitted assignees and permitted transferees in accordance with their respective interests; and this Deed shall
be enforceable notwithstanding any change in the constitution of a Secured Party, its absorption in or amalgamation with any other person or the acquisition of all or part of its undertaking by any other person; 


 

	 	(l)	“person” includes any individual, firm, company or other corporation, unincorporated body of persons, government, state or any agency of a person, any association, trust or partnership (whether or not
having separate legal personality) or two or more of them; 

  

	 	(m)	a “right” includes any title, estate, interest, claim, remedy, power, authority, discretion or other right of any kind, both present and future (and any reference to rights in a particular asset or type
or category of assets includes any rights in the proceeds of any disposal of that asset or any assets within that type or category); 

  

	 	(n)	“regulation” includes any regulation, rule, official directive, notice, request, code of practice, guideline, demand or decision (in each case whether or not having the force of law) of any
governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation; 

  

	 	(o)	a “statute” or “statutory provision” includes a reference to any subordinate legislation made under that statute or statutory provision, to any modification, re-enactment or extension
of that statute or statutory provision and any former statute or statutory provision which it consolidated or re-enacted before the date of this Deed; 


  
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	 	(p)	“this security” means the Lien constituted by or purported to be constituted by or pursuant to this Deed; and 

  

	 	(q)	an Event of Default is “continuing” if it has not been remedied or waived in writing. 

  

	 	1.2.3	The index and clause, schedule and paragraph headings are for ease of reference only and shall not affect the interpretation of this Deed. 


 

	1.3	Secured Liabilities not paid if avoided 

 If the Collateral Agent considers that an
amount paid by the Chargor in respect of the Secured Liabilities is capable of being avoided, or otherwise set aside, on the liquidation or administration of the Chargor or otherwise, then that amount shall not be considered to have been irrevocably
paid for the purposes of this Deed. 
  

	1.4	Third party rights 

 Other than a Receiver, an Indemnified Person or any delegate, save
where the contrary appears, a person who is not a Party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed. The consent of any person who is not a Party is not required to rescind or
vary this Deed at any time, 
  

	1.5	Trust 

 The Collateral Agent holds the benefit of this Deed, including the rights granted
in it, on trust for the Secured Parties on the terms set out in the Agreement. To the extent of any inconsistency, the provisions of the Agreement shall prevail. 
  

	1.6	Perpetuity period 

 The perpetuity period applicable to all trusts declared by this Deed
shall be 125 years. 
  

	1.7	Nominees 

 If the Collateral Agent causes or requires any Charged Investments to be
registered in the name of a nominee for the Collateral Agent, any reference in this Deed to the Collateral Agent shall if the context permits or requires, be construed as a reference to each of the Collateral Agent and such nominee. 

 

	1.8	Implied Covenants 

 The following provisions of the Law of Property (Miscellaneous Provisions)
Act 1994 will not apply to clause 3: 
  

	 	1.8.1	The words “other than any charges, encumbrances or rights which that person does not and would not reasonably be expected to know about” in section 3(1); 


 

	 	1.8.2	The words “except to the extent that” and all the words thereafter in section 3(2); and 

  

	 	1.8.3	Section 6(2). 


  
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	2.	PAYMENT OF SECURED LIABILITIES 

  

	2.1	Covenant to pay 

 The Chargor shall as principal obligor and not merely as a surety pay
to the Collateral Agent and discharge the Secured Liabilities when they become due. 
  

	2.2	Interest 

 Any amount which is not paid under this Deed when due shall bear interest at
the Default Rate (both before and after judgment and payable on demand) from its due date up to the date of a final payment, such interest to accrue at a daily basis. 
  

	3.	GRANT OF SECURITY 

 As continuing security for the payment and discharge of the Secured
Liabilities, the Chargor with full title guarantee charges to the Collateral Agent by way of first fixed charge all of its rights, title, interest and benefit in and to: 
  

	 	3.1.1	the Initial Shares; 

  

	 	3.1.2	the Secondary Shares; and 

  

	 	3.1.3	the Derivative Rights. 

  

	4.	REPRESENTATIONS AND WARRANTIES 

 The Chargor represents and warrants to the Collateral
Agent as set out in Schedule 2. 
  

	5.	COVENANTS 

 The Chargor covenants with the Collateral Agent in the terms set out in
Schedule 3. 
  

	6.	ENFORCEMENT 

  

	6.1	This security shall become immediately enforceable if an Enforcement Event occurs and is continuing. 

  

	6.2	After the security has become enforceable, the Collateral Agent may in its absolute discretion enforce all or any of its rights under this Deed as it thinks fit. In particular, it may without further notice, exercise in
relation to the Charged Investments: 

  

	 	6.2.1	the power of sale and all other powers conferred on mortgagees by the LPA (or otherwise by law) or on an administrative receiver by the IA, in either case as extended or otherwise amended by this Deed;


  

	 	6.2.2	to the extent that clause 7 applies, the power to appropriate the Charged Investments in or towards the payment and discharge of the Secured Liabilities in accordance with clause 7.2; and 


 

	 	6.2.3	(without first appointing a Receiver) any or all of the rights which are conferred by this Deed (whether expressly or by implication) on a Receiver. 


 

	6.3	LPA provisions 

  

	 	6.3.1	The Secured Liabilities shall be deemed for the purposes of all powers implied by statute to have become due and payable within the meaning of s101 LPA immediately on the execution of this Deed. 


 

	 	6.3.2	s93(1) LPA and s103 LPA shall not apply to this security or to any exercise by the Collateral Agent of its right to consolidate mortgages or its power of sale. 


  
 6 









	6.4	Protection of third parties 

  

	 	6.4.1	No purchaser, mortgagee or other person dealing with a Receiver or the Collateral Agent shall be bound to enquire whether its right to exercise any of its rights has arisen or become exercisable, or be concerned as to
the application of any money paid, raised or borrowed or as to the propriety or regularity of any sale by or other dealing with that Receiver or the Collateral Agent. 


 

	 	6.4.2	All of the protection to purchasers contained in ss104 and 107 LPA and s42(3) IA shall apply to any person purchasing from or dealing with a Receiver or the Collateral Agent as if the Secured Liabilities had become due
and the statutory powers of sale and of appointing a Receiver in relation to the Charged Investments had arisen on the date of this Deed. 

  

	6.5	Privileges 

 Each of the Collateral Agent and any Receiver is entitled to all the rights,
powers privileges and immunities conferred by land (including the LPA) or mortgagees and receivers duly appointed under any law (including the LPA). 
  

	6.6	Delegation 

  

	 	6.6.1	The Collateral Agent and a Receiver may delegate to any person or persons all or any of the rights which are exercisable by it under this Deed. A delegation under this paragraph may be made in any manner (including by
power of attorney) and on any terms (including power to sub-delegate) which the Collateral Agent or Receiver may think fit. 

  

	 	6.6.2	A delegation under clause 6.6.1 shall not preclude the subsequent exercise of those rights by the Collateral Agent or Receiver itself nor preclude the Collateral Agent or Receiver from making a subsequent delegation of
them to another person or from revoking that delegation. 

  

	 	6.6.3	Neither the Collateral Agent nor a Receiver shall be liable or responsible to the Chargor for any loss or damage arising from any act, default, omission or misconduct on the part of any delegate or sub-delegate except
in the case of their gross negligence, fraud or wilful default. 

  

	6.7	No liability 

  

	 	6.7.1	The powers conferred on the Collateral Agent by this Deed are solely to protect its interests in the Charged Investments and shall not impose any duty on the Collateral Agent to exercise any of those powers.


  

	 	6.7.2	The Collateral Agent shall not, in respect of any of the Charged Investments, have any duty or incur any liability for: 

  

	 	(a)	 ascertaining or taking action in respect of any calls, instalments, conversions, exchanges, maturities, tenders or other matters relating to




  
 7 









	 	
any Charged Investments or the nature or sufficiency of any payment whether or not the Collateral Agent has or is deemed to have knowledge of such matters; or 


 

	 	(b)	taking any necessary steps to preserve rights against prior parties or any other rights relating to any of the Charged Investments. 

  


	 	6.7.3	None of the Collateral Agent, any Receiver or any delegate shall be liable as a mortgagee in possession or otherwise to account in relation to all or any part of the Charged Investments for any loss on realisation or
for any other action, default or omission for which it or he might be liable. 

  

	7.	RIGHT OF APPROPRIATION 

  

	7.1	Application of right of appropriation 

 This clause 7 applies to the extent the Charged
Investments constitute “financial collateral” and the obligations of the Chargor under this Deed constitutes a “financial collateral arrangement” (within the meaning of the Financial Collateral Regulations). 

 

	7.2	Exercise of right of appropriation 

 If and to the extent that this clause 7 applies, the
Collateral Agent may, following enforcement of this Deed, appropriate the Charged Investments in or towards the Secured Liabilities. If the Collateral Agent exercises its right of appropriation then it shall for these purposes value any relevant
Charged Investments by reference to an independent valuation or other procedure determined by the Collateral Agent at the time of the appropriation. 
  

	8.	DIVIDENDS AND VOTING RIGHTS 

  

	8.1	Before enforcement 

 Before the occurrence of an Enforcement Event: 

 

	 	8.1.1	the Chargor shall: 

  

	 	(a)	be entitled to all dividends, interest and other monies paid on and received by it in respect of the Chargor’s Charged Investments; and 


 

	 	(b)	subject to clause 8.1.2 exercise all voting and other rights and powers attached to the Chargor’s Charged Investments. 

  

	 	8.1.2	The Chargor shall not: 

  

	 	(a)	exercise any rights attached to the Charged Investments in any manner which in the Collateral Agent’s reasonable opinion is prejudicial to this security; 


 

	 	(b)	act in a way which is in breach of the Loan Documents to which it is a party or which may reasonable by expected to adversely affect the validity or enforceability of the Charged Investments; and 


 

	 	(c)	without the prior written consent of the Collateral Agent, (such consent not to be unreasonably withheld, conditioned or delayed), permit or agree to any variation of the rights attaching to the Investments, participate
in any rights issue, elect to receive or vote in favour of receiving any dividend other than in the form of cash or participate in any resolution concerning a winding-up, liquidation or administration. 


  
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	8.2	After enforcement 

 After the occurrence of an Enforcement Event: 

 

	 	8.2.1	the Collateral Agent and its nominee(s) may at the Collateral Agent’s discretion (and in the name of the Chargor or otherwise), exercise all voting and other rights and powers attached to the Charged Investments
which may be exercised by a person in whose name the Charged Investments are registered and the Chargor shall procure that its nominees shall, comply with any directions the Collateral Agent and its nominee(s) may in its absolute discretion, give
concerning the exercise of those rights and powers; and 

  

	 	8.2.2	all dividends, interest and other monies or distributions paid (or to be received) in respect of the Charged Investments and received by or on behalf of the Chargor shall be held on trust for the Collateral Agent and,
if requested by the Collateral Agent, forthwith paid into an account designated by the Collateral Agent or, if received by the Collateral Agent, may be applied by the Collateral Agent as though they were the proceeds of sale. 


 

	9.	APPOINTMENT OF RECEIVER 

  

	9.1	Appointment of Receiver 

 Without prejudice to any statutory or other powers of
appointment of the Collateral Agent under the LPA as extended by this Deed or otherwise, at any time after this security has become enforceable or if the Chargor so requests in writing at any time the Collateral Agent may without further notice to
the Chargor do any of the following: 
  

	 	9.1.1	appoint by deed or otherwise (acting through a duly authorised officer) any one or more persons qualified to act as a Receiver to be a Receiver of all or any part of the Charged Investments; 


 

	 	9.1.2	either at the time of appointment or any time after that appointment fix his or their remuneration (without being limited by the maximum rate specified in s109(6) LPA) provided that such rate is reasonable in accordance
with market standards; and 

  

	 	9.1.3	(except as otherwise required by statute) remove any Receiver and appoint another or others in his or their place. 

  

	9.2	Powers of Receiver 

 Every Receiver shall have in relation to the Charged Investments
(every reference in this clause 9.2 to “Charged Investments” being a reference only to all or any part of the Charged Investments in respect of which that Receiver was appointed) the powers granted by the LPA to any receiver
appointed under it or to any mortgagor or mortgagee in possession and (whether or not the Receiver is an administrative receiver) the powers granted by the IA to any administrative receiver, all as varied and extended by this Deed. In addition, but
without limiting the preceding sentence, every Receiver shall have power to do the following: 
  

	 	9.2.1	Compliance with Deed: comply with and perform all or any of the acts, matters, omissions or things undertaken to be done or omitted by the Chargor under this Deed; 


  
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	 	9.2.2	Management of business: carry on, manage, develop, reconstruct, amalgamate or diversify the business of the Chargor or any part of it in such manner as he shall in his discretion think fit; 


 

	 	9.2.3	Dealing with Charged Investments: sell or otherwise dispose of the Charged Investments. This power may be exercised without the need to comply with ss99 and 100 LPA. Any disposal or other dealing under this
clause 9.2.3 may be effected in the manner and on the terms which he thinks fit, for consideration consisting of cash, debentures or other obligations, shares or other valuable consideration and this consideration may be payable in a lump sum or by
instalments spread over a period as he may think fit; 

  

	 	9.2.4	Dealing with third parties: appoint or dismiss officers, employees, contractors or other agents and employ professional advisers and others on such terms (as to remuneration and otherwise) as he may think fit;


  

	 	9.2.5	Agreements: perform, repudiate, terminate, amend or enter into any arrangement or compromise any contracts or agreements which he may consider expedient; 


 

	 	9.2.6	Proceedings: settle, arrange, compromise or submit to arbitration any accounts, claims, questions or disputes which may arise in connection with the business of the Chargor or the Charged Investments and bring,
prosecute, defend, enforce, compromise, submit to and discontinue any actions, suits, arbitrations or other proceedings; 

  

	 	9.2.7	Uncalled capital: make calls on the shareholders of the Chargor in respect of any of its uncalled capital; 

  

	 	9.2.8	Rights in connection with Charged Investments: exercise or permit the Chargor or any nominee of the Chargor to exercise any rights incidental to the ownership of the Charged Investments in such manner as he may
think fit; 

  

	 	9.2.9	Raising money: in the exercise of any of the rights conferred on him by this Deed or for any other purpose to raise and borrow money either unsecured or secured and either in priority to, pari passu with or
subsequent to this security and generally on such terms as he may think fit; 

  

	 	9.2.10	Receipts and discharges: give valid receipts for all monies and execute all discharges, assurances and other documents which may be proper or desirable for realising the Charged Investments and redeem, discharge
or compromise any security interest whether or not having priority to the security or any part of it; 

  

	 	9.2.11	All other acts: execute and do all such other acts, things and documents as he may consider necessary or desirable for the realisation or preservation of the Charged Investments or incidental or conducive to any
of the rights conferred on or vested in him under or by virtue of this Deed or otherwise and exercise and do in relation to the Charged Investments, and at the cost of the Chargor, all the rights and things which he would be capable of exercising or
doing if he were the absolute beneficial owner of the same; and 

  

	 	9.2.12	Name of Chargor: use the name of the Chargor or his own name to exercise all or any of the rights conferred by this Deed. 


  
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	9.3	Agent of the Chargor 

 Any Receiver appointed under this Deed whether acting solely or
jointly shall be deemed to be the agent of the Chargor and to be in the same position as a receiver appointed under the LPA and the Chargor shall be solely responsible for his acts, omissions, defaults, losses and misconduct and for his remuneration
and the Collateral Agent shall not be in any way liable or responsible either to the Chargor or to any other person for any Receiver. 
  

	9.4	Joint appointment 

 If at any time two or more persons have been appointed as Receivers
of the same Charged Investments, each one of those Receivers shall be entitled to exercise individually all of the rights conferred on Receivers under this Deed to the exclusion of the other or others in relation to any of the Charged Investments in
respect of which he has been appointed unless the Collateral Agent shall state otherwise in the document appointing him. 
  

	9.5	Relationship with Collateral Agent 

 To the fullest extent allowed by law, any right,
power or discretion conferred by this Deed (either expressly or implicitly) or by law on a Receiver may after this security become enforceable be exercised by the Collateral Agent in relation to the Charged Investments without first appointing a
Receiver or notwithstanding the appointment of a Receiver. 
  

	9.6	Personnel 

 The Collateral Agent may by writing under its hand (and to the extent it is
lawful) remove any Receiver appointed by it and may whenever it thinks fit, appoint a new Receiver in place of any Receiver whose appointment may for any reason have terminated. 

 

	10.	APPLICATION OF PROCEEDS 

 Order of priority 

Any monies received by the Collateral Agent or any Receiver under this Deed or under the rights conferred by this Deed shall, after the
occurrence of an Enforcement Event and subject to payment of any claims having priority to this security, be applied in the following order, but without prejudice to the right of the Collateral Agent to recover any shortfall from the Chargor: 

 

	 	10.1.1	where applicable, in payment of all Losses of and incidental to the appointment of the Receiver and the exercise of all or any of his powers; 


 

	 	10.1.2	where applicable, in payment of the Receiver’s remuneration at such rate as may reasonably be agreed with the Collateral Agent; 


 

	 	10.1.3	in or towards discharge of the Secured Liabilities; and 

  

	 	10.1.4	if the Chargor is not under any further actual or contingent liability under the Loan Documents, in payment of the surplus (if any) to the person or persons entitled to it. 


 

	11.	EFFECTIVENESS OF SECURITY 

  

	11.1	Continuing security 

 This Deed shall remain in full force and effect as a continuing
security for the Secured Liabilities, despite any settlement of account or intermediate payment or discharge in whole or in part or any other matter or thing, unless and until the Collateral Agent discharges this Deed in writing. 

  
 11 









	11.2	Additional security 

 This Deed shall be in addition to, and independent of every, and
shall not be prejudiced by any, other Lien or guarantee which the Collateral Agent may, at any time, hold for any of the Secured Liabilities. No prior Lien held by the Collateral Agent over the whole or any part of the Charged Investments shall, by
virtue of the entry into this Deed, merge in the security created by this Deed. 
  

	11.3	Waiver of defences 

  

	 	11.3.1	The liabilities and obligations of the Chargor under this Deed in respect of any Obligor shall not be discharged, prejudiced or affected by any act, omission, matter or thing which, but for this clause 11.3, would
reduce, release or prejudice any of its liabilities and obligations under this Deed, including (whether or not known to it or the Collateral Agent): 

  

	 	(a)	any time, waive or consent granted to, or composition with, any Obligor or other person; 

  

	 	(b)	the release of any other Obligor or any other person under the terms of any composition or arrangement with the Chargor, any other Obligor or any other person; 


 

	 	(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Lien over assets of, any Obligor or other person or any non-presentation
or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Lien; 

  

	 	(d)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person; 


 

	 	(e)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Loan Document or any other document or Lien; 


 

	 	(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Loan Document or any other document or security; 


 

	 	(g)	any act, omission or circumstance which but for this clause 11.3.1, might operate to discharge, release, reliance, extinguish, impair or otherwise affect any of the obligations of the Chargor under this Deed or any of
the rights and remedies of the Collateral Agent or any security; or 

  

	 	(h)	any Insolvency of an Obligor. 

  

	11.4	Immediate Recourse 

 The Chargor waives any right it may have of first requiring the
Collateral Agent or any other Secured Party to enforce any Lien or other rights or claim any payment from or otherwise proceed against any other person before enforcing this Deed against the Chargor. This waiver applies irrespective of any
applicable law and regulation or any provision of any Loan Document to the contrary. 

  
 12 









	11.5	Discretion in enforcement 

 Until the expiry of the Security Period, the Collateral Agent
or any Receiver may: 
  

	 	11.5.1	refrain from applying or enforcing any other monies, Lien or other rights held or received by it in respect of the Secured Liabilities or apply and enforce them in such manner and order as it sees fit (whether against
the Secured Liabilities or otherwise) and the Chargor shall not be entitled to the benefit of the same; and 

  

	 	11.5.2	hold in an interest-bearing suspense account any monies received from the Chargor or on account of the Secured Liabilities. 

  

	11.6	Non-Competition 

 Unless: 

 

	 	11.6.1	all amounts which may be or become payable by the Obligor under or in connection with the Loan Documents have been irrevocably paid in full; or 


 

	 	11.6.2	the Collateral Agent otherwise directs, 

 the Chargor shall not, after a claim has been made or
by virtue of any payment or performance by it under this Deed: 
  

	 	(a)	be subrogated to any rights, security or moneys held, received or receivable by any Secured Party (or any trustee or agent on its behalf); 


 

	 	(b)	be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of the Chargor’s liability under this clause; 


 

	 	(c)	claim, rank, prove or vote as a creditor of any Obligor or its estate in competition with any Secured Party (or any trustee or agent on its behalf); or 


 

	 	(d)	receive, claim or have the benefit of any payment, distribution or security from or on account of any Obligor, or exercise any right of set-off as against any Obligor. 


The Chargor must hold in trust for and must immediately pay or transfer to the Collateral Agent for the Secured Parties any payment or
distribution or benefit of security received by it contrary to this clause or in accordance with any directions given by the Collateral Agent under this clause. 
  

	11.7	Subsequent Security 

  

	 	11.7.1	At any time following: 

  

	 	(a)	the Collateral Agent’s receipt of notice of any subsequent Lien affecting the Charged Investments; 

  

	 	(b)	the Insolvency of the Chargor; or 

  

	 	(c)	any disposal of all or any of the Charged Investments in breach of paragraph 2 of Schedule 3, 


  
 13 








 any Secured Party may open a new account or accounts in the name of the Chargor (whether or not
it permits any existing account to continue). If a Secured Party does not open such a new account, it shall nevertheless be treated as if it had done so at the time when the notice was received or was deemed to have been received or, as the case may
be, the Insolvency commenced or the assignment or transfer occurred and from that time all payments made by the Chargor to, the Secured Party or received by the Secured Party for the account of the Chargor shall be credited or treated as having been
credited to the new account and shall not operate to reduce the amount secured by this Deed at the time when the Secured Party received or was deemed to have received that notice or, as the case may be, the Insolvency commenced or the assignment or
transfer occurred. 
  

	12.	RELEASE OF SECURITY 

  

	12.1	Release of Security 

 Subject to clause 12.2 following the expiry of the Security Period
and at the request and cost of the Chargor, the Collateral Agent shall, as soon as reasonably practicable after receipt of that request, release and discharge this security, at all times without recourse, representation or warranty but subject to
clause 12.2 and the rights of any person having prior rights over those assets. Any release or discharge of this security shall not release or discharge the Chargor from any liability to the Collateral Agent or any other Secured Party for the
Secured Liabilities or any other monies which exist independently of this Deed. 
  

	12.2	Reinstatement 

  

	 	12.2.1	Any release, settlement, discharge, re-assignment or arrangement (in this clause 12, a “release”) made by the Collateral Agent on the faith of any assurance, security or payment shall be conditional on
that assurance, security or payment not being avoided, reduced, clawed back or ordered to be repaid under any law relating to Insolvency. 

  

	 	12.2.2	If any avoidance, reduction or clawback occurs or order is made as referred to in clause 12.2.1, then the release given by the Collateral Agent shall have no effect and shall not prejudice the right of the Collateral
Agent to enforce this Deed in respect of the Secured Liabilities. As between the Chargor and the Collateral Agent, this Deed shall (notwithstanding the release) be deemed to have remained at all times in effect and held by the Collateral Agent as
security for the Secured Liabilities. 

  

	12.3	Redemption 

 The Collateral Agent may at any time: 

 

	 	12.3.1	redeem, or procure the transfer to itself of, any such prior Lien over any Charged Investments; or 

  

	 	12.3.2	settle and pass the accounts of the holder of any prior Lien. Any accounts so settled and passed shall be conclusive and binding on the Chargor. 


  
 14 









	12.4	Costs of redemption 

 All principal monies, interest, costs, expenses and other amounts
incurred in and incidental to any redemption or transfer under clause 12.3 shall be paid by the Chargor to the Collateral Agent on demand, in each case together with interest calculated in the manner referred to in clause 15. 

 

	13.	POWER OF ATTORNEY 

  

	13.1	Appointment 

 The Chargor irrevocably and by way of security appoints the Collateral
Agent and any Receiver and every delegate referred to in clause 6.6 and each of them jointly and also severally to be its attorney (with full powers of substitution and delegation) and in its name or otherwise and on its behalf and as its act and
deed following the occurrence of an Enforcement Event to execute, deliver and perfect all Instruments and other documents and do any other acts and things which may be required or which the attorney may consider desirable: 

 

	 	13.1.1	to carry out any obligation imposed on it by this Deed or any other agreement binding on the Chargor to which the Collateral Agent is a Party (including the execution and delivery of any mortgages, deeds, charges,
assignments or other transfers of the Charged Property); 

  

	 	13.1.2	to carry into effect any disposal or other dealing by the Collateral Agent or any Receiver; 

  

	 	13.1.3	to transfer any interest in any Charged Investments in the circumstances in which such transfer may be required under this Deed, including on an enforcement of the security over such Charged Investments;


  

	 	13.1.4	in its name and on its behalf to exercise any right conferred on the Collateral Agent, any Receiver or any delegate in relation to the Charged Investments under this Deed or any other Loan Document or by law or
regulation; 

  

	 	13.1.5	to realise in the Charged Investments; 

  

	 	13.1.6	to register or renew registration of the existence of the security or the restrictions on dealing with the Charged Investments in any register in which the Chargor is obliged (but has failed) to effect or maintain
registration under the terms of this Deed; and 

  

	 	13.1.7	to enable the Collateral Agent and any Receiver to exercise the respective rights conferred on them by this Deed or by applicable law and regulation, 


and the Chargor undertakes to ratify and confirm all acts and things done by an attorney in the exercise or purported exercise of its powers
and all monies spent by an attorney shall be deemed to be expenses incurred by the Collateral Agent under this Deed. 
  

	13.2	Irrevocable power 

 The Chargor acknowledges that each power of attorney granted by
clause 13.1 is granted irrevocably and for value as part of this security to secure a proprietary interest of, and the performance of obligations owed to, the donee within the meaning of s4 Powers of Attorney Act 1971. 

  
 15 









	14.	GROSS-UP AND PAYMENTS 

  

	14.1	Grossing Up 

 Each payment made by a Chargor to the Collateral Agent under this Deed
shall be made free and clear of and without deduction for or on account of Tax unless such Chargor is required to make such payment subject to the deduction or withholding of Tax, in which case the sum payable by the Chargor in respect of which such
deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of the required deduction or withholding, the Collateral Agent receives and retains (free from any liability in respect of
any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made. 

 

	14.2	Tax Credit 

 If a Chargor makes an increased Tax payment to the Collateral Agent under
Clause 14.1 and the Collateral Agent reasonably determines that: 
  

	 	(a)	a Tax Credit is attributable to that Tax payment; and 

  

	 	(b)	that Collateral Agent has obtained, utilised and retained that Tax Credit, 

 the Collateral
Agent shall pay an amount to the Chargor which the Collateral Agent reasonably determines will leave it (after that payment) in the same after-Tax position as it would have been in had the increased Tax payment under Clause 14.1 not been made by the
Chargor, provided that any costs of such determination reasonably incurred by the Collateral Agent shall be borne by the Chargor. 
  

	14.3	Payments without Set-Off 

 Any payment made by the Chargor under this Deed shall be made
free and clear of and without any deduction for or on account of any set-off or counterclaim. 
  

	14.4	Manner of Payment 

 Each payment made by the Chargor under this Deed shall be paid in the
manner reasonably required by the Collateral Agent. 
  

	15.	COSTS AND EXPENSES 

  

	15.1	Costs and expenses 

 The Chargor shall promptly pay or reimburse to the Collateral Agent
on demand, on a full indemnity basis, for all Losses incurred by the Collateral Agent in relation to: 
  

	 	15.1.1	the negotiation, preparation and execution of this Deed; 

  

	 	15.1.2	any actual or proposed amendment of or waiver or consent under or in connection with this Deed requested by the Chargor; 

  

	 	15.1.3	any discharge or release of this Deed or the security; 

  

	 	15.1.4	the preservation or exercise (or attempted preservation or exercise) of any rights under or in connection with, and the enforcement (or attempted enforcement) of, this Deed and the perfection or enforcement of any other
Security for or guarantee in respect of the Secured Liabilities; 


  
 16 









	 	15.1.5	the taking or holding of this Deed, any security or any proceedings in relation to it or to all or any of the Charged Investments; and 


 

	 	15.1.6	fees reasonably incurred in respect of any advice obtained in relation to any other matter or question arising out of or in connection with this Deed. 


 

	15.2	Taxes 

 The Chargor shall pay all stamp, registration and other Taxes to which this Deed,
this security or any judgment or order given in connection with this Deed may at any time be subject and shall on demand indemnify the Collateral Agent against any Losses resulting from any failure to pay or delay in paying the same, 

 

	15.3	Value Added Tax 

 The following provisions shall apply: 

 

	 	15.3.1	all amounts expressed to be payable under this Deed shall be exclusive of any VAT; 

  

	 	15.3.2	if VAT is chargeable on any supply made by either Party to the other under this Deed (whether that supply is taxable pursuant to the exercise of an option or otherwise), the Party receiving the relevant supply shall pay
to that Party making the supply (in addition to and at the same time as paying that consideration) an amount equal to the amount of the VAT as further consideration; 


and 
  

	 	15.3.3	where this Deed requires the Chargor to reimburse a Secured Party for any costs or expenses, the Chargor shall also pay any amount of those costs or expenses incurred referable to VAT charged thereon. 


 

	16.	ASSIGNMENTS AND TRANSFERS 

  

	16.1	Collateral Agent 

 The Collateral Agent may assign any or all of its rights and transfer any or
all of its obligations under this Deed without the consent of the Chargor being required. 
  

	16.2	Chargor 

 The Chargor may not assign any of its rights or transfer any of its rights or
obligations under this Deed without the prior written consent of the Collateral Agent. 
  

	16.3	Disclosure of information 

 The Collateral Agent may disclose any information about the
Chargor which it shall consider appropriate to any affiliate, any of its professional advisers, any person to whom it is proposing to assign or transfer, or has assigned or transferred, any of its rights and obligations under this Deed or to any
person to whom information may be required to be disclosed by any applicable law and regulation. 
  

	17.	INDEMNITY 

 The Chargor shall on demand indemnify and keep indemnified the Collateral
Agent and every Receiver, attorney, manager, agent or other person appointed by the Collateral Agent under 

  
 17 








 
this Deed and their respective employees (each one “Indemnified Person”) in respect of all Losses incurred or suffered by any of them in or directly or indirectly as a result of
the exercise or purported exercise of any of the rights vested in them under this Deed and against all Losses suffered or incurred by any of them in respect of any matter or thing done or omitted relating to the Charged Investments or occasioned by
any breach of any of the Chargor’s covenants or other obligations under this Deed or otherwise relating to all or any part of the Charged Investments, except to the extent such Losses have resulted from such Indemnified Person’s gross
negligence, fraud or wilful misconduct. 
  

	18.	SET-OFF 

  

	18.1	A Secured Party may set-off any matured obligation due from the Chargor under this Deed (to the extent beneficially owned by such Secured Party) against any obligation (whether or not matured) owed by that Secured Party
to the Chargor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Secured Party may convert either obligation at a market rate of exchange in its usual course of
business for the purpose of the set-off. 

  

	18.2	No Obligation 

 No Secured Party shall be obliged to exercise any right given to it under
clause 18.1. 
  

	19.	NOTICES AND COMMUNICATIONS 

 The provisions of clause 10 (Notices) of the
Agreement shall be deemed incorporated herein, as if set out in this Deed, mutatis mutandis save that the address and details for the Chargor is as set out below its attestation clause, or such other address as the Chargor shall notify in
writing to the Collateral Agent after the date of this Deed. 
  

	20.	CALCULATIONS AND CERTIFICATES 

 Any certificate or determination of the Collateral Agent
as to any matter provided for in this Deed is, in the absence of manifest error, conclusive evidence of the matters to which it relates. 
  

	21.	CURRENCY CONVERSION 

  

	21.1	In order to apply any sum held or received by the Collateral Agent or a Receiver in or towards payment of the Secured Obligations, the Collateral Agent or such Receiver may purchase an amount in another currency and the
rate of exchange to be used shall be that at which, at such time as it considers appropriate, the Collateral Agent or such Receiver is able to effect such purchase. 


 

	21.2	Currency Indemnity 

 If any sum due from the Chargor under this Deed or any order or
judgment given or made in relation to this Deed has to be converted from the currency (the “first currency”) in which the same is payable under this Deed or under such order or judgment into another currency (the “second
currency”) for the purpose of (a) making or filing a claim or proof against the Chargor, (b) obtaining an order or judgment in any court or other tribunal or (c) enforcing any order or judgment given or made in relation to
this Deed, the Chargor shall indemnify and hold harmless each Secured Party from and against any loss it suffers or incurs as a result of any discrepancy between (i) the rate of exchange used for such purpose to convert the sum in question from
the first currency into the second currency and (ii) the rate or rates of exchange at which such Secured Party may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in
satisfaction, in whole or in part, of any such order, judgment, claim or proof. 

  
 18 









	22.	PARTIAL INVALIDITY 

 If, at any time, any provision of this Deed is or becomes illegal,
invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of that provision under the law of any other
jurisdiction will in any way be affected or impaired. 
  

	23.	REMEDIES AND WAIVERS 

 No failure to exercise, nor any delay in exercising, on the part
of the Collateral Agent, any remedy or other right under this Deed shall operate as a waiver, nor shall any single or partial exercise of any remedy or other right prevent any further or other exercise or the exercise of any other right, The
remedies and other rights provided in this Deed are cumulative and not exclusive of any remedies and other rights provided by law. 
  

	24.	AMENDMENTS AND WAIVERS 

 Any term of this Deed may be amended or waived only with the
written consent of the Collateral Agent and the Chargor and any such amendment or waiver will be binding on all Parties. 
  

	25.	TACKING 

 Each Lender must perform its obligation under the Loan Documents including any
obligations to make available further advances. 
  

	26.	COUNTERPARTS 

 This Deed may be executed in any number of counterparts, and this has the
same effect as if the signatures (and if applicable, seals) on the counterparts were on a single copy of this Deed. 
  

	27.	GOVERNING LAW 

 This Deed, and any non-contractual obligations arising from this Deed are
governed by and shall be construed in accordance with English law. 
  

	28.	JURISDICTION 

  

	28.1	Jurisdiction of English courts 

  

	 	28.1.1	The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed) (a
“Dispute”). 

  

	 	28.1.2	The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary. 


 

	28.2	This clause 28.2 is for the benefit of the Collateral Agent only. As a result, the Collateral Agent shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the
extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions. 


  
 19 









	28.3	Service of process 

 Without prejudice to any other mode of service allowed under any
relevant law, the Chargor: 
  

	 	28.3.1	irrevocably appoints the Company as its agent for service of process in relation to any proceedings before the English courts in connection with this Deed; and 


 

	 	28.3.2	agrees that a failure by the process agent to notify it of the process will not invalidate the proceedings concerned. 

  

	28.4	If the appointment by the Chargor of the person mentioned in clause 28 ceases to be effective, it shall immediately appoint another person in England as its agent for service of process in relation to any proceeding
before the English courts in connection with this Deed. If it fails to do so (and that failure continues for a period of not less than 15 Business Days), the Collateral Agent shall be entitled to appoint such a person by notice to the Chargor.


 EXECUTION 
 IN WITNESS WHEREOF
this Deed has been executed as a deed and delivered on the date stated at the beginning of this Deed. 

  
 20 








 SCHEDULE 1 

THE INITIAL SHARES 
  

							
	 Company
	 	 Description of shares
	 	 Number of shares charged
	 	 Percentage of issued share capital

	 Lombard Medical Technologies
 Limited
	 	Ordinary shares	 	44,743,187 of 0.22929	 	100%


  
 21 








 SCHEDULE 2 

REPRESENTATIONS AND WARRANTIES 
 The
Chargor represents and warrants to the Collateral Agent and to each Secured Party that: 
  

	1.	TITLE 

  

	1.1	Initial Shares 

 With regard to the Initial Shares: 

 

	 	(a)	the Chargor is the sole beneficial legal owner free from any Lien (except as created by this Deed); 

  

	 	(b)	they have been duly authorised and validly issued; 

  

	 	(c)	they are fully paid; 

  

	 	(d)	together they constitute the whole of the issued share capital of the Company other than the existing A Deferred Shares, B Deferred Shares and C Deferred Shares all of which are held by residual public shareholders; and


  

	 	(e)	they are fully transferable to the Collateral Agent or such other person as the Collateral Agent shall direct without restriction. 

  

	1.2	Secondary Shares 

 Paragraph 1.1(a) to (e) will be true and accurate with regard to
any other shares and other assets and rights which become Secondary Shares after the execution of this Deed, as at the date on which they become Charged Investments, 
  

	1.3	All Charged Investments are duly authorised, validly issued and fully paid and are not subject to any option to purchase or similar rights. 


 

	2.	NON-COMPETITION 

 It has not taken or received and undertakes not to take or receive the
benefit of any Lien (from any Obligor or any other person) extending to its liabilities under this Deed. 
  

	3.	REPRESENTATION AND WARRANTIES 

  

	3.1	No avoidance 

 This Deed creates the security it purports to create and is not liable to
be avoided or otherwise set aside on its liquidation or administration or otherwise. 
  

	3.2	Obligations, legal, valid and binding 

 This Deed is its legal, valid and binding
obligation and, is enforceable against it in accordance with its terms. 
  

	4.	TIMES FOR MAKING REPRESENTATIONS AND WARRANTIES 

  

	4.1	The representations and warranties set out in this Deed are made by the Chargor on the date of this Debenture and are deemed to be repeated thereafter on each day of the Security Period. 


 

	4.2	When a representation and warranty is deemed to be repeated, it is deemed to be made by reference to the circumstances existing at the time of repetition. 


  
 1 








 SCHEDULE 3 

COVENANTS 
  

	1.	NEGATIVE PLEDGE 

 The Chargor undertakes that it will not, at any time create (or agree
to create) or permit to subsist any Lien on or in relation to the Charged Investments. 
  

	2.	NO DISPOSALS 

 The Chargor undertakes that it will not, at any time dispose of (or agree
to dispose of) all or any part of the Charged Investments other than pursuant to this Deed. 
  

	3.	NO PREJUDICE 

 The Chargor shall not do, or permit to be done, anything which might
jeopardise or otherwise prejudice or diminish the effectiveness of the security created by this Deed and shall immediately inform the Collateral Agent as soon as reasonably practicable of anything which occurs which might reasonably be expected to
have that effect. 
  

	4.	TITLE DOCUMENTS AND REGISTRATIONS 

  

	4.1	The Chargor shall on the date of this Deed and promptly after acquiring howsoever any Charged Investments after the date of this Deed, deliver (or procure that there are delivered) to the Collateral Agent (or a nominee
specified by the Collateral Agent acting on its behalf) all share certificates or other documents of title to or representing the Charged Investments, together with (in each case in form and substance satisfactory to the Collateral Agent):


  

	 	(a)	if any of the Charged Investments is not in its sole name, a declaration of trust in respect of those Charged Investments in its favour duly executed by each person other than the Chargor in whose name those Charged
Investments are registered or held; 

  

	 	(b)	any instrument of transfer or assignment of such Charged Investments specified by the Collateral Agent duly executed by each person in whose name any of those Charged Investments are registered or held (with the name of
the transferee or assignee, the consideration and the date left blank); and 

  

	 	(c)	any other Instrument, other document or thing which the Collateral Agent may specify to perfect or improve its security over the Charged Investments. 


 

	4.2	The Collateral Agent shall be entitled to hold or retain (or have its nominee hold or retain) all items delivered pursuant to paragraph 4.1. 


 

	4.3	The Collateral Agent may at any time following an Enforcement Event have any of the Charged Investments registered in its name or in the name of a nominee specified by it acting on its behalf. 


 

	5.	NO SHARE ISSUES, ETC. 

 The Chargor shall ensure (Insofar as it is able by the exercise
of all voting rights, powers of control and other means available to it) that, the Company will not, without the prior consent of the Collateral Agent (such consent not to be unreasonably withheld, conditioned or delayed: 

 

	5.1	issue or allot (or agree to issue or allot) any shares or other securities or enter (or agree to enter) into or permit any agreement or other arrangement to make, or entitle any person to call for, an issue or allotment
of the Company’s shares or other securities; 


  
 1 









	5.2	in any way modify (or agree to modify) the rights or liabilities attached to any of the shares in its issued share capital; 

  

	5.3	increase, consolidate, sub-divide or reduce its share capital (or agree to do any of the same); 

  

	5.4	alter (or agree to alter) its memorandum or articles of association; 

  

	5.5	purchase its own shares or reduce its share capital (or agree to do any of the same); 

  

	5.6	take any step to place itself in liquidation or administration or pass any resolution to wind itself up (or agree to do any of the same); or 


 

	5.7	refuse to register any transfer of any of its shares which may be lodged for registration by or on behalf of the Collateral Agent or the Chargor in accordance with this Deed. 


 

	6.	CALLS AND NOTICES 

  

	6.1	The Chargor shall: 

  

	 	(a)	duly and punctually pay (or ensure that its nominee pays) all calls, instalments or other payments which may be made or become due in respect of the Charged Investments as and when the same become due from time to time;
and 

  

	 	(b)	provide (or ensure that its nominee provides) the Collateral Agent with a copy of any report, accounts, circular, notice or other item sent or provided to it (or to any person on its behalf) in connection with its
holding of the Charged Investments or any of them immediately on receipt them. 

  

	6.2	If the Chargor fails to pay any of the sums referred to in paragraph 6.1, the Collateral Agent may, at its discretion but without obligation, make such payments on behalf of the Chargor. 


 

	6.3	Any sum paid by the Collateral Agent on behalf of the Chargor under paragraph 6.2: 

 shall be
reimbursed by the Chargor promptly on request; 
  

	 	(a)	is, pending reimbursement, secured by this Deed and may be debited to any account of the Chargor as the Collateral Agent deems fit; and 


 

	 	(b)	shall bear interest on a daily basis from the due date up to the date of actual payment (both before and after judgment), at the rate and on the terms from time to time applicable under the relevant Instrument (or, in
the absence of an applicable rate and applicable terms, to be calculated and paid at the Default Rate. 

  

	7.	FURTHER ASSURANCE 

  

	7.1	The Chargor shall promptly (and shall ensure that its nominees shall), at the request by the Collateral Agent and at its own cost, do all acts and things and execute any Instrument or other document (including any legal
or other mortgages, charges or transfers) in favour of the Collateral Agent (in such form as the Collateral Agent may require) and otherwise do any acts and things, as the Collateral Agent requires from time to time: 


 

	 	(a)	for giving effect to, perfecting (including the priority of it), preserving or protecting the Collateral Agent’s security over the Charged Investments created (or intended to be created) by this Deed; or


  

	 	(b)	to facilitate the realisation or enforcement of, or exercise any of the rights of the Collateral Agent or any other Secured Party or any Receiver in relation to, the security over the Charged Investments created (or
intended to be created) by this Deed. 


  
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 The obligations of the Chargor under this paragraph 7.1 shall be in addition to and not in
substitution for the covenants for further assurance deemed to be included in this Deed by virtue of section 2 of the Law of Property (Miscellaneous Provisions) Act 1994 (as extended or otherwise varied by this Deed). 

  
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	EXECUTION of the Deed:				
	  
 THE CHARGOR
				 





	  
 EXECUTED as a deed by
		  
 )
	
	Director, duly authorised for and on behalf of		)	
	LOMBARD MEDICAL, INC, in the presence of:		)		  

			
	Signature of Witness:				




		 		 	  

			
	Name of Witness:				 CHRIS ALANO

			
	Address of Witness:				 15420 LAGUNA CANYON RD. STE 260

			
					 IRVINE, CA 92618

			
	Occupation of Witness:				 SENIOR
ACCOUNTANT



			
		
	Address for notices:        		Lombard Medical, Technologies Inc.
		
			15420 Laguna Canyon Road, Suite. 260 Irvine,
		
			CA 92618 USA
		
			Bill.Kullback@lombardmedical.com
		
	Fax number:		(+1) 949 379 3760
		
	For the attention of:		Bill Kullback

  

					
	THE COLLATERAL AGENT				
			
	EXECUTED as a deed by		)		
	a duly authorized signatory for and on behalf of		)		
	OXFORD FINANCE LLC		)		  



  
 4 









					
	EXECUTION of the Deed:				
			
	THE CHARGOR				
			
	EXECUTED as a deed by		)		
	Director, duly authorised for and on behalf of		)		 
	LOMBARD MEDICAL, INC, in the presence of:		)		
			
	Signature of Witness:				 
			
	Name of Witness:				 
			
	Address of Witness:				 
			
					 
			
	Occupation of Witness:				 

  

			
	Address for notices:        		Lombard Medical, Technologies Inc.
		
			15420 Laguna Canyon Road, Suite. 260 Irvine,
		
			CA 92618 USA
		
			Bill.Kullback@lombardmedical.com
		
	Fax number:		(+1) 949 379 3760
		
	For the attention of:		Bill Kullback

  

					
	THE COLLATERAL AGENT				




	  
 EXECUTED as a deed by
		)	
	a duly authorized signatory for and on behalf of		)	
	OXFORD FINANCE LLC		)	
		 	  

			
					 Hans S. Houser

Chief Credit Officer & Senior Vice President



  
 4