EX-4.17



 Exhibit 4.17 

DATED 24 APRIL 2015 

LOMBARD MEDICAL, INC. 

AS CHARGOR 
 AND 

OXFORD FINANCE LLC 
 AS
COLLATERAL AGENT 
  
  

ACCOUNT CHARGE 
  

 
  
 



 
 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
		 	5	  
		
	 3.   GRANT OF SECURITY
		 	5	  
		
	 4.   NOTICE OF CHARGE AND FURTHER ASSURANCE
		 	6	  
		
	 5.   REPRESENTATIONS AND WARRANTIES
		 	6	  
		
	 6.   COVENANTS
		 	6	  
		
	 7.   ENFORCEMENT
		 	6	  
		
	 8.   RIGHT OF APPROPRIATION
		 	8	  
		
	 9.   APPOINTMENT OF RECEIVER
		 	8	  
		
	 10. APPLICATION OF PROCEEDS
		 	10	  
		
	 11. EFFECTIVENESS OF SECURITY
		 	11	  
		
	 12. RELEASE OF SECURITY
		 	13	  
		
	 13. POWER OF ATTORNEY
		 	14	  
		
	 14. GROSS-UP AND PAYMENTS
		 	15	  
		
	 15. COSTS AND EXPENSES
		 	15	  
		
	 16. INDEMNITY
		 	16	  
		
	 17. ASSIGNMENTS AND TRANSFERS
		 	16	  
		
	 18. SET-OFF
		 	17	  
		
	 19. NOTICES AND COMMUNICATIONS
		 	17	  
		
	 20. CALCULATIONS AND CERTIFICATES
		 	18	  
		
	 21. CURRENCY CONVERSION
		 	18	  
		
	 22. PARTIAL INVALIDITY
		 	18	  
		
	 23. REMEDIES AND WAIVERS
		 	18	  
		
	 24. AMENDMENTS AND WAIVERS
		 	18	  
		
	 25. TACKING
		 	19	  
		
	 26. COUNTERPARTS
		 	19	  
		
	 27. GOVERNING LAW
		 	19	  
		
	 28. JURISDICTION
		 	19	  
		
	 SCHEDULE 1 ACCOUNTS
		 	20	  
		
	 SCHEDULE 2 REPRESENTATIONS AND WARRANTIES
		 	21	  
		
	 SCHEDULE 3 COVENANTS
		 	22	  
		
	 SCHEDULE 4 NOTICE OF CHARGE OF ACCOUNTS
		 	23	  
		
	 Part 1 – Form of notice of charge to third party bank
		 	23	  
	 Part 2 – Form of acknowledgement from third party bank
		 	25	  


  
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 THIS ACCOUNT CHARGE 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 the offices of Codan Trust Company (Cayman) Limited, Cricket
Square, Hutchins Drive, PO Box 2681, Grand Cayman, KYI-1111, Cayman Islands (the “Chargor”); and 

  

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

 BACKGROUND

  

	(A)	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. 

  

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


 

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

  

	(D)	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	Definitions 

 In this Deed: 

“Accounts” means each of the accounts listed in Schedule 1 as the same may be redesignated, substituted or replaced from time
to time, and any other bank account of the Chargor from time to time together with all Related Rights. 
 “Account Bank”
means such bank with which any Account is maintained or opened. 
 “Acknowledgement” means a duly completed acknowledgement
of charge set out in Part 2 of Schedule 4; 
 “Charged Property” means the monies standing to the credit of the Accounts for
the time being subject to the security created by this Deed. Any reference to one or more of the Charged Property includes all or any part of it or each of them. 

“Default Rate” has the meaning provided for such term in the Agreement. 

“Enforcement Event” 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. 

  
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 “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 (including 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. 
 “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, nonprobability, 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. 
 “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. 

“LPA” means the Law of Property Act 1925. 

“Notice of Charge” means a notice of charge in or substantially in the form set out in Part 1 of Schedule 4. 

“Party” means a party to this Deed. 

“Related Rights” means in relation to any asset: 
  

	 	(a)	the proceeds of sale of any part of that asset; 

  

	 	(b)	all rights under any licence, contract of insurance, agreement for sale or agreement for lease in respect of that asset; 

  

	 	(c)	all rights, powers, benefits, claims, contracts, warranties, remedies, security, guarantees, indemnities or covenants for title in respect of that asset; and 


 

	 	(d)	any monies and proceeds paid or payable in respect of that asset. 

 “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. 
 “Secured Liabilities” means all present and future
Liabilities of the Chargor and any Obligor to the Secured Parties to or any of thereof under or in relation to any one or more of the Loan Documents (including, without limitation, all Liabilities arising out of any extension, variation,
modification, restatement 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. 

  
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 “Secured Party” means the Collateral Agent and each Lender. 

“Security Period” means the period starting on the date of this Deed and ending on the date on which all the Secured
Liabilities have been unconditionally and irrevocably paid and discharged in full and no further Secured Liabilities are capable of being outstanding. 

“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 a 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)	this Deed includes the schedules which form part of this Deed for all purposes; 

  

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


 

	 	(f)	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); 


 

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


 

	 	(h)	“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; 


 

	 	(i)	 a “Party” or other “particular person” includes its successors in title, permitted assignees and permitted
transferees in accordance with their 



  
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respective interests; and this Deed shall be enforceable notwithstanding any change in the constitution of the Collateral Agent, its absorption in or amalgamation with any other person or the
acquisition of all or part of its undertaking by any other person; 

  

	 	(j)	“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; 

  

	 	(k)	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); 

  

	 	(l)	“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; 

  

	 	(m)	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; 

  

	 	(n)	“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); 

  

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

  

	 	(p)	an Event of Default is “continuing” if it has not been 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. 


 

	 	1.2.4	If there is any inconsistency between the terms of this Deed and those of the Agreement, the terms of the Agreement shall prevail. 

  

	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, any delegate and in
relation to clause 18, a Secured Party, 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 or to enjoy the benefit of 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. 

  
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	1.5	Trust 

 The Collateral Agent holds the benefit of this Deed, including the security
created or purported to be created and the rights granted in it to the Collateral Agent or any Secured Party, on trust for the Secured Parties on the terms set out in this Deed. 

 

	1.6	Perpetuity period 

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

	1.7	Implied Covenants 

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

	 	1.7.1	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); 


 

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

  

	 	1.7.3	section 6(2). 

  

	2.	PAYMENT OF SECURED LIABILITIES 

  

	2.1	Covenant to pay 

 The Chargor shall as primary 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 

  

	3.1	As a continuing security for the payment and discharge of the Secured Liabilities, the Chargor with full title guarantee charges in favour of the Collateral Agent by way of first fixed charge, all its present and future
right, title and interest in all of its rights in all monies from time to time standing to the credit in any Account and the indebtedness represented by them. 

  

	3.2	Notwithstanding the provisions of clause 3.1, unless and until an Enforcement Event occurs, the Chargor shall be entitled to exercise all of its rights in (and in relation to) the Account in the ordinary course of
business as if such security and the charge in respect of such security had not been created and, without limiting the generality of the foregoing, shall be entitled to make deposits in and withdrawals from the Accounts without the consent of the
Collateral Agent. 


  
 5 









	4.	NOTICE OF CHARGE AND FURTHER ASSURANCE 

  

	4.1	Notice of Charge 

 The Chargor shall following the occurrence of an Enforcement Event or
upon a request from the Collateral Agent give notice by sending a Notice of Charge (with a copy to the Collateral Agent) to any Account Bank specified by the Collateral Agent. 
  


	4.2	Acknowledgement 

 The Chargor shall use all reasonable endeavours to procure that within
28 days of the date of the Notice of Charge, the recipient thereof acknowledges the same in the form of the Acknowledgement (or in such other form as the Collateral Agent shall agree). 

 

	4.3	Further assurance 

 The Chargor shall promptly (and shall ensure that its nominees
shall), at the request of the Collateral Agent and at its own cost, do all acts and things and execute any Instrument or other documents (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: 
  

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


  

	 	4.3.2	to facilitate the realisation or enforcement of, or exercise any of the rights and powers conferred on of the Collateral Agent or any other Secured Party or any Receiver in relation to, the security over the Charged
Property created (or intended to be created) by this Deed. 

 The obligations of the Chargor under this clause 4.3 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). 

 

	5.	REPRESENTATIONS AND WARRANTIES 

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

	6.	COVENANTS 

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

	7.	ENFORCEMENT 

  

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

  

	7.2	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 Property: 

  

	 	7.2.1	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;



  
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	 	7.2.2	to the extent that clause 8 applies, the power to appropriate the Charged Property in or towards the payment and discharge of the Secured Liabilities in accordance with clause 8.2; and 


 

	 	7.2.3	(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. 


 

	7.3	LPA provisions 

  

	 	7.3.1	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. 


 

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


 

	7.4	Protection of third parties 

  

	 	7.4.1	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. 


 

	 	7.4.2	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 the appointment of a Receiver in relation to the Charged Property had arisen on the date of this Deed. 

  

	7.5	Privileges 

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

	7.6	Delegation 

  

	 	7.6.1	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 clause 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. 

  

	 	7.6.2	A delegation under clause 7.6.1 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. 

  

	 	7.6.3	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. 


  
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	7.7	No liability 

 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 Property for any loss on realisation or for any other action, default or omission for which it or he might be liable. 

 

	8.	RIGHT OF APPROPRIATION 

  

	8.1	Application of right of appropriation 

 This clause 8 applies to the extent the Charged
Property constitute “financial collateral” and this Deed constitutes a “financial collateral arrangement” (within the meaning of the Financial Collateral Regulations). 

 

	8.2	Exercise of right of appropriation 

 If and to the extent that this clause 8 applies, the
Collateral Agent may appropriate the Charged Property in or towards the Secured Liabilities. If the Collateral Agent exercises its right of appropriation then it shall for these purposes value: 

 

	 	8.2.1	any relevant bank account and the amount standing to the credit of that account, together with any accrued interest not credited to the account, at the time of the appropriation; and 


 

	 	8.2.2	any other relevant Charged Property by reference to an independent valuation or other procedure determined by the Collateral Agent at the time of the appropriation. 


 

	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 Property; 


 

	 	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 Property (every
reference in this clause 9.2 to “Charged Property” being a reference only to all or any part of the Charged Property 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 

  
 8 








 
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	Collection: enter on, take possession of, collect and get in the Charged Property and collect and get in all rents and other income whether accrued before or after the date of his appointment and for those
purposes make any demands and take any actions or other proceedings which may seem to him expedient; 

  

	 	9.2.2	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; 


 

	 	9.2.3	Dealing with Charged Property: sell or otherwise dispose of the Charged Property, grant rights or options over or in respect of them and vary any agreement or arrangement relating to them or otherwise agree to
any such dealing. This power may be exercised without the need to comply with s99 and s100 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, Deeds 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 Property and bring,
prosecute, defend, enforce, compromise, submit to and discontinue any actions, suits, arbitrations or other proceedings; 

  

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

  

	 	9.2.8	Assets and rights: purchase, lease, hire or otherwise acquire any assets or rights of any description which he shall consider necessary or desirable for the carrying on, improvement or realisation of the Charged
Property or the business of the Chargor or otherwise for the benefit of the Charged Property; 

  

	 	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 Property and redeem, discharge or
compromise any Lien whether or not having priority to the security or any part of it; 


  
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	 	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 Property 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 Property, 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. 

  

	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 Property, 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 Property 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 Property 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 

  

	10.1	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 (subject to payment of any claims having priority to this security and by way of variation of the provisions of the LPA), 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; 


  
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	 	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 any Loan Document, 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 and the security constituted by this Deed shall be
continuing security for the Secured Liabilities, despite any settlement of account or intermediate payment or discharge in whole or in part and shall extend to the ultimate balance due at any time from the Chargor to the Secured Parties under the
Loan Documents. 
  

	11.2	Additional security 

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

 

	11.3	Waiver of defences 

 The liabilities and obligations of the Chargor under this Deed in
respect of any of the Secured Liabilities 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): 
  

	 	11.3.1	any time, waive or consent granted to, or composition with, any Obligor or other person; 

  

	 	11.3.2	the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group; 


 

	 	11.3.3	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security 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 security; 

  

	 	11.3.4	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; 


 

	 	11.3.5	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 security including without limitation any
change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Loan Document or other document or security; 


 

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


  
 11 









	 	11.3.7	any act, omission or circumstance which but for this clause 11.3, 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 

  

	 	11.3.8	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. 
  

	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, Security 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 Obligors 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 Agent 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 Agent 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. 

  
 12 









	11.7	Subsequent Security 

 At any time following: 

 

	 	11.7.1	the Collateral Agent or any other Secured Party’s receipt of notice (either actual or constructive) of any subsequent Lien affecting the Charged Property; 


 

	 	11.7.2	the insolvency of the Chargor; or 

  

	 	11.7.3	any disposal of all or any of the Charged Property in breach of paragraph 2 of Schedule 3, 

 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 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 exists 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 security in respect of the Secured Liabilities. As between the Chargor and the Collateral Agent, this security 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. 


  
 13 









	12.3	Redemption 

 The Collateral Agent may at any time: 

 

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


 

	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 7,6 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 to be required or 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 convey or transfer any right in land or any other asset; 

  

	 	13.1.4	to register or renew registration of the existence of the security or the restrictions on dealing with the Charged Property under this Deed or any other Loan Document or by law or regulation; 


 

	 	13.1.5	to get in the Charged Property; and 

  

	 	13.1.6	to enable the Collateral Agent and any Receiver to exercise the respective rights, powers and authorities 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. 

  
 14 









	14.	GROSS-UP AND PAYMENTS 

  

	14.1	Grossing Up 

 Each payment made by the 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 the 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: 
  

	 	14.2.1	a Tax Credit is attributable to that Tax payment; and 

  

	 	14.2.2	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 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 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
Lien for or Guarantee in respect of the Secured Liabilities; 


  
 15 









	 	15.1.5	the taking or holding of this security or any proceedings in relation to it or to all or any of the Charged Property; 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), such 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 a Chargor to reimburse a Secured Party for any costs or expenses, that Chargor shall also pay any amount of those costs or expenses incurred referable to VAT charged thereon. 


 

	16.	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 this Deed and their respective employees (each one “Indemnified Person”) in respect of all Losses incurred or suffered by any
of them 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 Property 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 Property except where such Losses have resulted from the
gross negligence, fraud or wilful misconduct by any such Indemnified Person. 
  

	17.	ASSIGNMENTS AND TRANSFERS 

  

	17.1	Collateral Agent 

 The Collateral Agent may assign any or all of its rights and transfer
any or all of its obligations under this Deed. 
  

	17.2	Chargor 

 The Chargor may not assign any of its rights or transfer any of its rights or
obligations under this Deed save with the prior written consent of the Collateral Agent. 

  
 16 









	17.3	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. 
  

	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 examine any right given to it under
clause 18.1. 
  

	19.	NOTICES AND COMMUNICATIONS 

  

	19.1	Communications in writing 

 Any communication to be made or provided under or in
connection with this Deed (including any notices, waivers, consents or other documents) shall be made or provided in English and in writing and, unless otherwise stated, may be delivered by fax, post or personal delivery. 

 

	19.2	Addresses 

 The address and fax number (and the department or officer, if any, for whose
attention the communication is to be made) of each Party for any communication to be made or delivered under or in connection with this Deed: 
  

	 	19.2.1	is that identified with its name its execution of this Deed at the end of the schedules or any substitute address, fax number or department or officer as the relevant Party may notify to the other Party by not less than
15 Business Days’ notice; or 

  

	 	19.2.2	may in the alternative in the case of any claim form, judgment or other notice of process on the Chargor be delivered or sent to its registered office from time to time. 


 

	19.3	Delivery 

  

	 	19.3.1	Any communication made or provided by one Party to another under or in connection with this Deed will only be effectively made or provided: 


 

	 	(a)	if delivered by fax, when received in legible form; or 

  

	 	(b)	if delivered by post or personal delivery, when it has been left at the relevant address or (subject to 19.3.2) five Business Days after being deposited in the post postage prepaid in an envelope addressed to the
recipient at that address. 

  

	 	19.3.2	Any communication to be made or provided to the Collateral Agent will be effectively made or provided only when actually received by the Collateral Agent and then only if it is expressly marked for the attention of the
department or officer specified as part of its address details provided under clause 19.2.1. 


  
 17 









	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 

 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. 
  

	21.1	Currency Indemnity 

 If any sum due from the Company 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 Company, (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 Company 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. 
  

	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. 

  
 18 









	25.	TACKING 

 The Collateral Agent 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 out of it are
governed by, and construed in accordance with, English law. 
  

	28.	JURISDICTION 

  

	28.1	Jurisdiction of the 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 neither Party will argue to the contrary. 


 

	 	28.1.3	This clause 28 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. 

  

	28.2	Service of process 

  

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

  

	 	(a)	shall irrevocably appoint Lombard Medical Technologies Limited as its agent for service of process in relation to any proceedings before the English courts in connection with this Deed; and 


 

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

  

	 	28.2.2	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 
 This Deed has been executed
and delivered as a deed on the date stated at the beginning of this Deed. 

  
 19 








 SCHEDULE 1 

ACCOUNTS 
  

							
	 Account Holder
	 	 Account Name
	 	 Account Number
	 	 Name/Address of Bank



  
 20 








 SCHEDULE 2 

REPRESENTATIONS AND WARRANTIES 

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

 

	1.	No Security 

 The Charged Property is, or when acquired will be, beneficially owned by
the Chargor free from any Lien other than: 
  

	1.1	as created by this Deed; and 

  

	1.2	as permitted by the Loan Documents. 

  

	2.	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.	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.	Ownership 

 The Chargor is the sole legal and beneficial owner of all of the Charged
Property. 
  

	5.	Times for Making Representations and Warranties 

  

	5.1	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. 


 

	5.2	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. 


  
 21 








 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 Property other than as expressly permitted by the Agreement. 
  

	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 Property other than (a) in respect of a disposal (or agreement to dispose) of cash from the Account in the normal course of business or (b) as expressly permitted by the Agreement or this Deed.

  

	3.	PRESERVATION OF CHARGED PROPERTY 

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

	4.	ENFORCEMENT OF RIGHTS 

 The Chargor shall use all reasonable endeavours to: 

 

	4.1	procure the prompt observance and performance by the relevant party of the covenants and other obligations imposed on the Chargor’s counterparties; and 


 

	4.2	enforce any rights and institute, continue or defend any proceedings relating to any of the Charged Property which the Collateral Agent may from time to time require, in each case, at the Chargor’s cost.


  

	5.	INFORMATION 

 The Chargor shall deliver to the Collateral Agent from time to time on
request such information about the Charged Property and its compliance with the terms of this Deed as the Collateral Agent may reasonably require. 
  

	6.	COVENANTS AND LEGAL OBLIGATIONS 

 The Chargor shall: 

 

	6.1	observe, perform and otherwise comply with all covenants and other obligations and matters from time to time affecting any of the Charged Property or their use or enjoyment and (if required by the Collateral Agent)
produce evidence to satisfy the Collateral Agent that it is complying with this obligation; 

  

	6.2	pay (or procure the payment of) all outgoings of any kind which are from time to time payable in respect of any of the Charged Property and (if required by the Collateral Agent) produce evidence of payment to satisfy
the Collateral Agent. 


  
 22 








 SCHEDULE 4 

NOTICE OF CHARGE OF ACCOUNTS 

Part 1 – Form of notice of charge to third party bank 

[On Chargor’s headed notepaper] 
  

	To:	[Name and address of bank] 

 [DATE] 

Dear Sirs 
 Re: Account number [●] (the
“Account”) 
 We refer to the Account opened by us with you and hereby give notice that, under a Deed dated [●] (the
“Deed”) and entered into by us in favour of [●] (as Collateral Agent, as defined in the Deed), we have charged, by way of security, all our rights in any credit balances on the Account (the “Balances”) and the
indebtedness represented by the Account. 
 We irrevocably and unconditionally instruct and authorise you (despite any previous instructions which we may
have given to the contrary): 
  

	(a)	credit to the Account all interest from time to time earned on the sums of money held in the Account; 

  

	(b)	to disclose to the Collateral Agent (without any reference to or further authority from us and without any enquiry by you as to the justification for the disclosure), any information relating to the Account which the
Collateral Agent may, at any time and from time to time, request; 

  

	(c)	at any time and from time to time following receipt by you of any written instruction from the Collateral Agent informing you that an Enforcement Event has occurred, to release any amount of the Balances and to act in
accordance with that instruction (without any reference to or further authority from us and without any enquiry by you as to the justification for the instruction or the validity of the same); and 


 

	(d)	following receipt by you of any written notice from the Collateral Agent informing you that an Enforcement Event has occurred, to comply with the terms of any such written notice, statement or instruction in any way
relating or purporting to relate to the Account, the Balances or the indebtedness represented by it or them which you may receive at any time and from time to time from the Collateral Agent (without any reference to or further authority from us and
without any enquiry by you as to the justification for the notice, statement or instruction or the validity of it). 

 We agree that: 

 

	 	(i)	none of the instructions, authorisations and confirmations in this notice can be revoked or varied in any way except with the Collateral Agent’s prior written consent; and 


 

	 	(ii)	you are authorised to disclose any information in relation to the Account to the Collateral Agent at the Collateral Agent’s request. 


Please acknowledge receipt of this notice, and confirm your agreement to it, by signing the acknowledgement on the enclosed copy letter and returning it to
the [Collateral Agent at [●] marked for the attention of [●]]. 

  
 23 








 This letter and any non contractual obligations are governed by, and shall be construed in accordance with,
English law. 
  

			
	Yours faithfully
	
	  

	[Name of Chargor]
	By:		[name of signatory]


  
 24 








 Part 2 – Form of acknowledgement from third party bank 

[On relevant bank’s headed notepaper] 
  

	To:	Collateral Agent 

 [DATE] 

Dear Sirs 
 Account number [●] (the
“Account”) 
 We acknowledge receipt of a notice dated [●] (the “Notice”) and addressed to us by [●] (the
“Chargor”) regarding the Account. 
 We confirm that: 
  

	(a)	we consent to the charge of the Account and will comply with the terms of the Notice; 

  

	(b)	there does not exist in our favour, and we undertake not to create, assert, claim or exercise, any mortgage, fixed or floating charge, assignment or other security interest of any kind or any agreement or arrangement
having substantially the same economic or financial effect as any of the above (including any rights of counter-claim, rights of set-off or combination of accounts over or with respect to all or any part of the Account and/or the Balances (as
defined in the Notice); 

  

	(c)	we have not, as at the date of this acknowledgement, received any notice that any third party has or will have any right in, or has made or will be making any claim or demand or taking any action in respect of, the
rights of the Chargor under or in respect of the Account or the Balances; and 

  

	(d)	we undertake that, on our becoming aware at any time that any person other than the Collateral Agent has or will have any right in, or has made or will be making any claim or demand or taking any action in respect of
the Account or the Balances, we will immediately give written notice of that to the Collateral Agent. 

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

			
	Yours faithfully
	
	  

	[Name of third party bank]
	By:		[name of signatory]


  
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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		)		  



  
 26 









					
	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



  
 26