THIS GUARANTEE is entered into on 28 April 2024

Between

(1) PARTY_1_NAME whose registered office is at PARTY_1_ADDRESS_SINGLE_LINE (the "Guarantor")

(2) PARTY_2_NAME whose registered office is at PARTY_1_ADDRESS_SINGLE_LINE (the "Buyer")

Whereas

(A) The Guarantor is the parent company of VENDOR (the "Seller").

(B) The Seller has entered into a AGREEMENT dated DATE (the "Agreement") with the Buyer.

(C) The Guarantor has agreed to give this guarantee to the Buyer for the Seller's obligations.

It is agreed as follows:

1. Interpretation

Definitions

1.1 In this Guarantee, and in the Recitals and Schedules hereto, the following terms shall (unless the context requires otherwise) have the following respective meanings:

Business Day means a day on which banks are open in JURISDICTION_COUNTRY for the transaction of business (excluding Saturday);

Clauses and Schedules

1.2 Except where the context requires otherwise, references to Clauses or Schedules are to clauses of or schedules to this Guarantee and references to sub-clauses are to sub-clauses of the clause in which the reference appears.

Headings

1.3 Headings are inserted for convenience only and shall not affect the construction of this Guarantee or the Schedules hereto.

2. Guarantee

2.1 In consideration of the Buyer entering into the Agreement, the Guarantor (as principal obligor and not merely as a surety) unconditionally and irrevocably, as a continuing obligation, hereby guarantees to the Buyer the proper and punctual observance and performance by the Seller of all its obligations, commitments and undertakings under or pursuant to the Agreement) and agrees to indemnify the Buyer against all loss, damages, costs and expenses which the Buyer may suffer through or arising from any failure by the Seller so to perform and observe any of its obligations, commitments and undertakings under or pursuant to this Agreement.

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