This document refers to a Shareholders' Agreement that is being proposed between the Other Shareholders and the Party. The Guarantor is giving a guarantee in consideration of the Other Shareholders entering into the Agreement. The Guarantor, as a principal obligor, is guaranteeing the proper and punctual performance by the Party of all its obligations, commitments and undertakings under the Agreement. The Guarantor also undertakes to indemnify the Other Shareholders against any loss, damages, costs, and expenses incurred due to any failure of the Party or the Guarantor to perform its obligations.

The Guarantor will only make payment under this Guarantee after a demand has been made by the relevant shareholder and the Guarantor has received a statement confirming that such debt or claim is due and payable under the terms of this Guarantee. If any of the provisions of this Guarantee become invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not be affected or impaired.

Notice to be given by one party to the other must be in writing, signed, and served by email, hand delivery, or pre-paid recorded delivery, special delivery or registered post. The addresses and fax numbers of the parties are specified in the document, and a party may notify the other party of any change to its name, address, or fax number. All notices must be in the English language and in the event of any conflict between the English text and the text in any other language, the English text shall prevail.

A person who is not a party to this Guarantee shall have no right to enforce any of its terms. The Guarantor irrevocably waives any objections to the jurisdiction of any courts referred to in this clause and agrees that a judgment or order of any court referred to in this clause in connection with this Guarantee is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

In conclusion, this Guarantee has been executed and delivered as a deed and represents a binding obligation on the Guarantor to ensure the proper and punctual performance of the Party's obligations under the Shareholders' Agreement and to indemnify the Other Shareholders against any loss or damages incurred due to any failure of performance.

How to use this Document?

1. Introduction: The Shareholders' Agreement is a legally binding document between the Other Shareholders and the Party, and this Guarantee is an extension of that Agreement. The words and expressions used in the Agreement will have the same meaning when used in this Guarantee.

2. Obligations of the Guarantor: In return for the Other Shareholders entering into the Agreement, the Guarantor unconditionally and irrevocably guarantees the proper and punctual performance of all obligations, commitments, and undertakings by the Party under the Agreement. The Guarantor also undertakes to indemnify the Other Shareholders against any loss, damages, costs, and expenses due to the Party's or Guarantor's failure to perform the obligations.

3. Payment Demands: The Guarantor is not obligated to make any payment under this Guarantee unless a demand has been made by the relevant shareholder and the Guarantor has received a statement confirming that the debt or claim is due and payable.

4. Provision Invalidity: If any provision of this Guarantee becomes invalid, illegal, or unenforceable, the remaining provisions will not be affected.

5. Notice Provisions: Any notice given under this Guarantee must be in writing, signed, and served by email, hand delivery, or pre-paid recorded delivery, special delivery or registered post. The notice must be marked for the attention of the relevant party and be in English or accompanied by a translation into English.

6. Address and Contact Information: The addresses and fax numbers of the parties for the purpose of notice are specified in the Agreement. A party may notify the other party of a change in its name, address, or fax number, and the change will be effective five business days after the notice is given.

7. Invalid Provisions: If any provision of this Guarantee becomes invalid, illegal, or unenforceable, the remaining provisions will not be affected.

8. Third-Party Enforceability: No person who is not a party to this Guarantee can enforce its terms.

9. Jurisdiction and Enforcement: The Guarantor irrevocably waives any objections to the jurisdiction of any court referred to in this clause, and agrees that a judgment or order of any such court is conclusive and binding and may be enforced against it in the courts of any other jurisdiction.

10. Conclusion: This Guarantee has been executed and delivered as a deed on the specified date.