Debenture Template — Fixed + Floating Charge — Ireland

DEBENTURE — FIXED AND FLOATING CHARGE

Companies Act 2014 + LCLRA 2009 — Ireland

This Debenture (the "Debenture") is granted by the Chargor in favour of the Chargee in respect of the Revolving Credit Facility in the principal amount of €500000 made available under Facility Letter dated 1 June 2026 / ref BOI-RIV-2026-0601 — Revolving Credit Facility dated 1 June 2026 (the "Facility Letter") and any other present or future indebtedness of the Chargor to the Chargee (the "Secured Obligations").

This Debenture is executed as a deed under section 43 of the Companies Act 2014 and is intended to take effect on the date of execution. The Chargor acknowledges that this Debenture creates security interests required to be registered at the Companies Registration Office under section 409 of the Companies Act 2014 within 21 days of execution.

"Secured Obligations" means all present and future obligations of the Chargor to the Chargee under the Facility Letter and otherwise (including all principal, interest, fees, costs, indemnities, breakage costs and enforcement expenses). "Event of Default" means any event of default as defined in the Facility Letter. "Charged Assets" means the assets the subject of the fixed charges and the floating charge created by this Debenture. "Working Day" means any day other than a Saturday, Sunday or public holiday in Ireland on which the principal banks in Dublin are open for business.

The Chargor covenants with the Chargee that the Chargor shall pay and discharge the Secured Obligations as and when due in accordance with the Facility Letter and other applicable agreements.

The Chargor charges in favour of the Chargee by way of first-ranking fixed charge the following Charged Assets, as continuing security for the Secured Obligations:
(a) Real property: All real property, freehold or leasehold, of the Chargor, including the operating premises at 22 Earlsfort Terrace, Dublin 2 (Folio XX 123456) and any future-acquired real property.
(b) Book debts: All present and future book debts and other receivables of the Chargor, including (without limitation) trade debtors, intercompany receivables and any income-producing asset. The Chargor shall pay all collections into a designated charged account and shall not deal with such book debts other than in the ordinary course of business and as approved in writing by the Chargee.
(c) Intellectual property: All present and future intellectual property of the Chargor, including registered trade marks, patents, designs, copyright, domain names, software, know-how and trade secrets.
(d) Shares in subsidiaries: All present and future shares held by the Chargor in any subsidiary or affiliated company, including share certificates and stock transfer forms deliverable to the Chargee for safekeeping.
(e) Plant and machinery: All plant, machinery, equipment, fixtures, fittings and vehicles of the Chargor (whether registered or unregistered), excluding only stock-in-trade in the ordinary course of business.
(f) Insurances: The proceeds of all insurance policies held by the Chargor in respect of the charged assets, and the right to require the insurer to pay any proceeds directly to the Chargee for application against the Secured Obligations.
The Chargor acknowledges that the Re Spectrum Plus [2005] UKHL 41 test (and its Irish application) requires control over the charged assets to be vested in the Chargee — accordingly, the Chargor shall not deal with the Charged Assets other than in the ordinary course of business and with the Chargee's prior written consent.

A first-ranking floating charge over all of the Chargor's present and future undertaking and all property and assets of the Chargor not effectively subject to a fixed charge under this Debenture, including (without limitation) all stock-in-trade and inventory, all cash at bank not subject to a fixed charge, all uncalled and unpaid capital, all goodwill, and all benefits and proceeds of any contract or licence.
The Chargor may, in the ordinary course of its business, deal with any asset subject to the floating charge, until such time as the floating charge crystallises in accordance with clause 5.

The floating charge created by this Debenture shall automatically crystallise into a fixed charge upon the occurrence of any of the following events: (a) any Event of Default under the Facility Letter; (b) the Chargor ceasing or threatening to cease to carry on business; (c) the appointment of any receiver, examiner, administrator or liquidator over the Chargor or any of its assets; (d) the presentation of a petition for the winding-up of the Chargor; (e) any execution, attachment or distress levied against the Chargor's assets; (f) the Chargor entering into any composition or arrangement with creditors.
Notice-based crystallisation: In addition to the automatic crystallisation events above, the Chargee may, by written notice to the Chargor, crystallise the floating charge in whole or in part at any time when the Chargee in its sole discretion considers it necessary to protect its security.
Upon crystallisation, the floating charge shall convert to a fixed charge over all assets then comprised in the floating charge, with the same priority and ranking.

The Chargor shall not, without the prior written consent of the Chargee: (a) create or permit to subsist any mortgage, charge, pledge, lien or other security interest over any of its assets (other than in favour of the Chargee under this Debenture); (b) sell, transfer, lease, lend or otherwise dispose of any of its assets other than in the ordinary course of business; (c) factor, discount or otherwise dispose of its book debts; (d) compound or release any debt owed to the Chargor.
Ordinary-course carve-outs: For the purposes of the negative pledge: (a) liens arising by operation of law in the ordinary course of business (suppliers' liens, mechanics' liens) are permitted; (b) disposals of stock-in-trade in the ordinary course of business are permitted; (c) cash management arrangements with the Chargee's nominated bankers are permitted.

At any time after the occurrence of an Event of Default under the Facility Letter, or after the Chargor has requested in writing that the Chargee exercise this power, the Chargee may by written instrument appoint one or more persons to be a receiver (or receiver and manager) of all or any of the charged assets, exercising the statutory powers under the Conveyancing Act 1881 (as preserved by the LCLRA 2009 transitional provisions) and the general powers conferred by this Debenture. The receiver shall act as agent of the Chargor and the Chargor alone shall be responsible for the receiver's acts and remuneration.
Receiver powers: The receiver shall have power to: (a) take possession of, collect and get in the charged assets; (b) carry on, manage and develop the Chargor's business; (c) sell, lease, transfer or otherwise dispose of any charged asset by public or private contract on such terms as the receiver thinks fit; (d) borrow money and create security ranking ahead of or pari passu with the floating charge; (e) bring or defend legal proceedings; (f) engage employees, professional advisors and contractors; (g) make any settlement or compromise; (h) generally do anything necessary or expedient for the realisation of the charged assets.

Schedule 1 — Property folios:
Schedule 1 — Property Folios:
Folio XX 123456 County Dublin — operating premises at 22 Earlsfort Terrace, Dublin 2 (freehold, valued at €1.2m per CBRE valuation report dated 1 March 2026).

Schedule 2 — IP registrations:
Schedule 2 — IP Registrations:
Irish Trade Mark No. 2023/1234 "Riverstone" (word + device, registered 14 March 2023, classes 9 and 35);
EU Trade Mark No. EU0123456789 "Riverstone" (registered 5 May 2023).

Schedule 3 — Shares in subsidiaries:
Schedule 3 — Shares in Subsidiaries:
100 Ordinary €1 shares in Riverstone Subsidiary Limited (CRO 645678) — entire issued share capital. Share certificate no. 001 dated 14 January 2024 to be lodged with the Chargee.

For the purposes of the cross-default clause, "Group Facilities" means: (a) the Term Loan Agreement dated 1 January 2024 between the Chargor and the Chargee (€250,000); (b) the Overdraft Facility dated 1 March 2025 between Riverstone Subsidiary Limited and the Chargee (€50,000 limit); (c) any facility provided by the Chargee to any member of the Group Companies from time to time.
Threshold: Cross-default is triggered only where the defaulted amount across all Group Facilities exceeds €25,000 in aggregate, OR where the defaulted Group Facility represents > 10% of the borrower's annual turnover, whichever is lower. Trivial commercial disputes below this threshold do not trigger cross-default.
An Event of Default under any Group Facility shall, subject to the threshold above, be an Event of Default under this Debenture and shall entitle the Chargee to enforce this security.

The Chargor acknowledges that the security created by this Debenture is granted in consideration of (a) the Chargee's new advance of €500,000 under the Facility Letter, being fresh value provided contemporaneously with this Debenture; (b) the Chargee's release of historic security ranking ahead of this Debenture; (c) the Chargee's waiver of historical events of default. The Chargor confirms that the security is NOT granted for any past or pre-existing consideration that would render this Debenture vulnerable to challenge under section 604 of the Companies Act 2014.
Solvency Certificate: The Chargor delivers to the Chargee at execution a Solvency Certificate signed by all directors confirming that the Chargor is solvent within the meaning of section 570 of the Companies Act 2014 as at the date of this Debenture, and that the directors have no reason to anticipate insolvency in the 12 months following execution.

The Chargor undertakes that, throughout the term of this Debenture, it shall maintain its internal Beneficial Ownership Register and the entries in the Central Register at the CRO in accordance with section 151 of the Companies Act 2014 and SI 110/2019 (as amended). The Chargor shall not allow more than 30 days to elapse between any change in beneficial ownership and the filing of the change with the Central Register.
Notification to Chargee: The Chargor shall notify the Chargee in writing within 5 Working Days of any change in (a) the beneficial ownership of the Chargor; (b) the beneficial ownership of any direct or indirect subsidiary; or (c) any change in the corporate structure that affects ultimate beneficial ownership. The Chargor shall deliver a copy of the updated Central Register entry to the Chargee within 30 days of filing.
Failure to comply with this clause shall constitute a covenant breach under the Facility Letter and an Event of Default.

the Chargee shall, within 21 days of execution of this Debenture, file CRO Form C1 (Particulars of a Charge) in accordance with section 409 of the Companies Act 2014. The parties acknowledge that, under section 409(3), late filing renders this security void against any liquidator, examiner or creditor of the Chargor; if the 21-day window is missed, application may be made to the High Court under section 417 for an extension of time. Belt-and-braces bank practice is to file Form C1 day-of-execution.

In any proceedings to enforce this Debenture, a certificate signed by an authorised officer of the Chargee as to the amount of the Secured Obligations shall, in the absence of manifest error, be conclusive evidence of the amount owed. The Chargee's books and records (including ledgers and electronic records maintained in the ordinary course of banking business) shall be admissible as evidence under the Bankers' Books Evidence Acts 1879-1959.

Assignment: the Chargee may assign or transfer the benefit of this Debenture (including by way of sub-participation, syndication or securitisation) without the Chargor's consent. The Chargor may not assign any obligation under this Debenture.
Notices: any notice shall be in writing, served by hand, registered post or email with read receipt to the addresses given above.
Counterparts: this Debenture may be executed in counterparts.
Severability: the invalidity of any provision does not affect the remaining provisions.
Continuing security: this Debenture is a continuing security and shall remain in full force until the Chargee confirms in writing that the Secured Obligations have been finally and irrevocably discharged.

This Debenture is governed by the laws of Ireland and is executed as a deed under section 43 of the Companies Act 2014. The courts of Ireland have exclusive jurisdiction over any dispute, save that the Chargee may bring proceedings in any court of competent jurisdiction to enforce or preserve its security.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.