THIS AGENCY AGREEMENT is entered into on 23 November 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 Seller)

(3)            PARTY_3_NAME whose principal place of business is at PARTY_3_ADDRESS_SINGLE_LINE (the Designated Buyer)

Whereas

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

(B) In the Principal Agreement, the Buyer has agreed, among other things, to procure that a Buyer designated by it shall purchase TARGET.

(C) The relevant purchasing entity referred to in the Principal Agreement has now been identified and is now an Affiliate of the Buyer and has agreed to appoint the Buyer as its agent from the date of this agreement in connection with the Principal Agreement upon the terms set out in this agreement, thereby making it a Designated Buyer as defined in the Principal Agreement.

(D) The parties have agreed that the Designated Buyer and the parties to the Principal Agreement (including any other Designated Buyers and Designated Sellers for which the Buyer or Seller is acting as agent respectively) are to have the same rights and obligations in relation to each other as if the Designated Buyer had existed when the Principal Agreement was executed, had been specified as a Designated Buyer in the Principal Agreement and had appointed the Buyer as its agent prior to the execution of the Principal Agreement.

IT IS AGREED as follows: