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) PARTY_2_NAME whose principal place of business is at PARTY_2_ADDRESS_SINGLE_LINE (the "Investor") and

(3) the persons whose names and addresses are set out in Part 1 of Schedule 1 (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 1 of Schedule 1.

(C) The Investor has 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. Investment

2.1 Subject to clause 3, the Investor applies for the allotment and issue to it of SHARES Investor Shares, at a subscription price of CURRENCYPRICE per Investor Share, payment for which shall be made in accordance with clause 3.2.1.

2.2 Completion of the investment shall take place on the Completion Date.

2.3 The Company warrants to the Investor that, on the date of this agreement and on the Completion Date, the Company shall be entitled to allot the Investor Shares to the Investor on the terms of this agreement, without the consent of any other person.