THIS AGENCY AGREEMENT is entered into on 05 May 2024

Between

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

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

Whereas

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

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

(C) The Designated Seller has agreed to appoint the Seller 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.