THIS POWER OF ATTORNEY is made this 08 May 2024 by PARTY_1_NAME of PARTY_1_ADDRESS_SINGLE_LINE (the "Principal"). 

WHEREAS:

By an agreement dated (the "Agreement") made between (1) the Principal and (2) PARTY_2_NAME (the "Attorney"), the Principal agreed to sell to the Attorney its entire stake in the shares (the "Shares") of the COMPANY (the "Company").

By way of security for the interest of the Attorney in the Shares, the Principal wishes to appoint the Buyer as its Attorney, upon the terms and conditions of this Deed.

THIS DEED PROVIDES:

1. Words and expressions contained in this Deed which are defined in the sale and purchase agreement shall, unless the context otherwise requires, have the same meaning as in the Agreement.

2. For the purpose of securing the interest of the Attorney in the Shares, the Principal irrevocably and by way of security appoints the Attorney as its true and lawful attorney with authority on its behalf and in its name or otherwise to exercise all rights, powers and privileges attaching to the Shares or otherwise capable of being exercised by the registered holder of the Shares and for such purpose to do all such acts and things and to execute all such deeds and other documents as the Attorney shall consider necessary or desirable pending registration of the Shares into the name of the Attorney including, without prejudice to the generality of the foregoing, all or any of the following (in each case in such manner and on such terms as the Attorney in its absolute discretion shall think fit):

(a) to attend, participate in and direct the exercise of any voting rights attaching to the Shares at any general meeting class meeting or other meeting at which such rights are capable of being exercised;

(b) to approve, complete, or otherwise sign or execute any requisition of any meeting, consent to short notice, proxy, written resolution, agreement of the members of the Company (or any of them)] or other document capable of being signed by the registered holder of the Shares;

(c) to sell, transfer, exchange or otherwise dispose of all or any of the Shares and for this purpose to enter into any contract for such sale or disposition on such terms (including the giving of such warranties and indemnities) and subject to such conditions as the Attorney may in its absolute discretion think fit;

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