THIS ESCROW 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 Escrow Agent)

Whereas

(A) The Seller and Buyer entered into an agreement (the Sale and Purchase Agreement) on DATE providing for the sale by the Seller to the Buyer of TARGET for the consideration and upon the terms and subject to the conditions set out in the Sale and Purchase Agreement.

(B) Under the Sale and Purchase Agreement, the the Seller and the Buyer are required to be party to, and to deliver on completion of the sale and purchase of TARGET , certain other documents, deeds and agreements which are listed in the Schedule (the "Documents").

(C) The Documents have been signed but have not been delivered by any of the parties to them to the relevant counterparties, and are to be held by the Escrow Agent on the terms and subject to the conditions set out in this Agreement.

It is agreed as follows:

1. Interpretation

1.1 Each expression defined in clause 1 of the Sale and Purchase Agreement shall, except where expressly defined otherwise in this Agreement or where the context otherwise requires, have the same meaning in this Agreement.

1.2 In this Agreement the expression "released from the Escrow" shall mean that the relevant Document is no longer held to the order of the party which deposited it with the Escrow Agent under clause 2.1, but instead is held to the order of the person or persons entitled to it under the Sale and Purchase Agreement, and the expression "the release from the Escrow" shall be construed accordingly.