A Share Pledge Agreement is a fundamental security document used in financing transactions where shares are provided as collateral. It is commonly used in Ireland for both domestic and cross-border transactions, particularly in acquisition financing, corporate lending, and structured finance arrangements. The agreement must comply with Irish law requirements, including the Companies Act 2014 and relevant EU regulations, particularly regarding creation, perfection, and enforcement of security interests. The document details the pledge mechanics, including delivery of share certificates, registration requirements, voting rights arrangements, and enforcement procedures. It typically forms part of a broader security package and must be carefully structured to ensure enforceability and alignment with Irish corporate and regulatory requirements.

1. Parties: Identification of the Pledgor (shareholder), Pledgee (security taker), and Company (whose shares are being pledged)

2. Background: Context of the pledge, typically referencing the underlying facility or obligation being secured

3. Definitions and Interpretation: Key terms used throughout the agreement, including Pledged Shares, Secured Obligations, Security Period

4. Creation of Security: Core pledge provisions creating security interest over the shares

5. Perfection of Security: Requirements for making the security effective, including share certificate delivery and registration requirements

6. Representations and Warranties: Pledgor's confirmations regarding ownership, authority, and absence of encumbrances

7. Covenants: Ongoing obligations of the Pledgor regarding the pledged shares

8. Voting Rights and Dividends: Provisions governing exercise of shareholder rights during security period

9. Enforcement: Rights and remedies of the Pledgee upon an enforcement event

10. Power of Attorney: Appointment of Pledgee as Pledgor's attorney for security purposes

11. Further Assurance: Obligation to take additional actions to perfect or protect the security

12. Notices: Communications procedures between parties

13. Assignment and Transfer: Provisions regarding transfer of rights under the agreement

14. Governing Law and Jurisdiction: Irish law as governing law and submission to Irish courts