THIS INVESTMENT AGREEMENT is entered into on 22 December 2024

Between

(1) PARTY_1_NAME whose principal place of business is at PARTY_1_ADDRESS_SINGLE_LINE (the "Company")

(2) the persons whose names and addresses are set out in Part 1 of Schedule 3 (together with any person signing a Deed of Adherence as an "Investor", the "Investors" and each an "Investor"); and

(3) the persons whose names and addresses are set out in Part 2 of Schedule 3 (together with any person signing a Deed of Adherence as a "Manager", the "Managers" and each a "Manager").

Whereas

(A) PARTY_1_NAME is a company limited by shares incorporated in . 

(B) The Managers are interested in the number of shares set out against their respective names in column 3 of Part 2 of Schedule 3.

(C) The Investors have agreed to subscribe for shares in the capital of the Company on, and subject to, the terms of this agreement.

(D) This Agreement contains the terms upon which the Investor and Manager have agreed to invest in the Company and contains provisions governing the future affairs of the Company that the Investor and Manager have agreed to implement.

It Is Agreed as follows:

1. Interpretation

1.1 Words and expressions used in this Agreement shall have the meanings set out in Appendix 1, unless the context requires otherwise.

1.2 The Schedules comprise Schedules to this Agreement and form part of this Agreement.

2. Subscription for Shares and Loan Stock

2.1 By 4pm on the due date for completion of the Sale and Purchase Agreement (the Payment Date) each of the Investors and Managers shall procure that the funds deliverable by it to the Company pursuant to paragraphs 2, 4 and 5 of Schedule 1 shall be delivered to the following bank account (the Bank Account) on terms that, subject to all of the monies payable to the Company pursuant to paragraphs 2, 4 and 5 of Schedule 1 being received into the Bank Account, such monies shall be delivered to the Company's bank account at Completion:

ACCOUNT