THIS AGENCY AGREEMENT is entered into on 30 April 2024

Between

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

(2)            PARTY_2_NAME whose principal place of business is at PARTY_2_ADDRESS_SINGLE_LINE (the Designated Buyer)

Whereas

(A) This agreement is entered into in connection with the sale and purchase agreement to be entered into between the Buyer and SELLER for the sale and purchase of the TARGET (the Principal Agreement), which the Buyer shall enter into for itself and, to the extent provided therein, as agent for the Designated Buyer.

(B) In the Principal Agreement, the Buyer shall agree, among other things, to procure that the Designated Buyer shall buy the TARGET.

(C) The Designated Buyer has agreed to appoint the Buyer as its agent in connection with the Principal Agreement upon the terms set out in this agreement.

IT IS AGREED as follows:

Definitions and Interpretation

1.1 This agreement is being entered into in connection with the Principal Agreement and references in this agreement to the Principal Agreement are to the Principal Agreement as entered into after this agreement and as subsequently amended, modified, waived or extended from time to time in accordance with the terms thereof.

1.2 Unless expressly provided otherwise in this agreement, words and expressions defined or given a particular meaning in the Principal Agreement shall have the same meanings when used in this agreement.

1.3 Unless expressly provided otherwise, the terms of the Principal Agreement shall prevail in the event of any conflict between the terms of this agreement and of the Principal Agreement.