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The Share Security Agreement is a fundamental document in secured financing transactions under Dutch law, used when a lender or security taker requires security over shares as collateral for financial obligations. This agreement is particularly common in corporate lending, acquisition financing, and general corporate security arrangements. The document must comply with specific requirements of Dutch law, including provisions of the Dutch Civil Code regarding security rights and corporate law. The agreement typically covers creation of the security interest, perfection requirements, voting rights, dividend arrangements, and enforcement mechanisms. It is essential for the agreement to be properly executed and registered to ensure valid and enforceable security rights under Dutch law.

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

2. Background: Context of the security agreement, including reference to the underlying obligation being secured

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Creation of Security: Express creation of the security interest over the shares, including the pledge declaration

5. Secured Obligations: Definition and scope of the obligations being secured by the share pledge

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

7. Perfection Requirements: Steps required to perfect the security interest, including registration and notification requirements

8. Voting Rights and Dividends: Provisions regarding exercise of voting rights and receipt of dividends pre- and post-enforcement

9. Continuing Security: Provisions establishing the security as continuing until full discharge of secured obligations

10. Further Assurance: Obligations to execute further documents and take additional steps if needed

11. Enforcement: Rights and procedures for enforcing the security interest upon default

12. Power of Attorney: Appointment of pledgee as attorney to execute necessary documents

13. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions