By this contract concluded between the two parties whose complete data is indicated in the attached contracting form, referred to herein as “Party One” (the sellers/current shareholders in the target company) and “Party Two” (the buyer/acquirer), collectively referred to as “the Parties”. Under this agreement, Party One (the sellers/current shareholders in the target company) undertakes to sell and transfer ownership of all shares (or stakes) they own in the target company to Party Two (the buyer/acquirer), and the buyer undertakes to purchase these shares and pay the agreed price according to a schedule linked to the completion of the transaction (the closing) and the fulfillment of the preconditions. This agreement aims to regulate the acquisition of the entire company (including its assets, liabilities, contracts, employees, and goodwill) with the highest degrees of transparency and legal accuracy, distributing the risks between the parties through extensive declarations and warranties from the sellers (covering financial, legal, tax, and operational aspects), and a strict indemnification mechanism to protect the buyer from any undisclosed liabilities or losses arising after the closing, and to organize a transitional period for the management of the company post-acquisition, with imposing severe penalties in the event of breach of non-compete or confidentiality obligations, in accordance with the provisions of Egyptian civil law and the Companies Law, achieving business continuity and enhancing investor confidence in the Egyptian acquisition market. The parties have agreed to the following:

Article (1) Definitions of the Agreement
1- The following words and phrases, wherever used in this agreement, shall have the meanings assigned to each of them, unless the context requires otherwise:
2- Agreement: Refers to this acquisition agreement (share purchase) in its entirety, including its terms and appendices, with its preamble being an integral part thereof and considered the first reference in the event of any conflict between its provisions and those of its appendices or the articles of association of the target company.
3- Sellers (Selling Shareholders): Party One, the legal owners of the shares subject to the sale in the target company, as identified in Appendix (1) of this agreement, who are selling all their shares (or a specific percentage representing control) to the buyer.
4- Buyer (Acquirer): Party Two, the natural or legal person (company, investment fund, or individual) who purchases the shares from the sellers and is obligated to pay the price and take control of the target company.
5- Target Company: The company being acquired (whose shares are being purchased), which is detailed in Appendix (2) of this agreement, including its registration data, its current articles of association, its capital, its shareholders, its branches, its activities, and all its assets and liabilities.
6- Sale Shares: The number of shares (or stakes) sold by the sellers to the buyer, specified in Article (2) of this agreement, which represents   percent of the target company's capital.
7- Closing Date: The date specified in Article (3) on which the transaction is completed, ownership of the shares is transferred, the full price (or the majority thereof) is paid, and all company documents and actual control over its management are delivered.
8- Closing Period: The time period between signing this agreement and the Closing Date, during which all preconditions for closing are fulfilled (due diligence, regulatory approvals, shareholders' consent, amending the articles of association if necessary).
9- Purchase Price: The total amount paid by the buyer to the sellers for the Sale Shares, as specified in Article (4) of this agreement, which includes (the base cash price, and any earn-out, if applicable).
10- Earn-out: Additional payments of the purchase price made to the sellers in the future (post-closing) based on the target company's (or parts thereof) achievement of specific performance goals (such as achieving certain revenues or profits within a specified timeframe), as per Appendix (3).
11- Conditions Precedent: The conditions that must be fulfilled before closing (such as: obtaining the approval of the Financial Regulatory Authority, obtaining the approval of the target company's general assembly for the transfer of shares, no material adverse change - MAC, completing due diligence).
12- Representations and Warranties: The legal, financial, and operational statements and guarantees provided by the sellers to the buyer regarding the target company (such as: the accuracy of financial data, no litigation, ownership of assets, compliance with laws, intellectual property), detailed in Article (9) of this agreement, and remain in effect for a specified period after closing.
13- Indemnification: The sellers' obligation to indemnify the buyer for any losses or damages or costs arising from (a) any breach of their representations and warranties, (b) any undisclosed liabilities or debts of the target company, (c) any prior litigation, as per Article (11).
14- Transition Period: The time period specified in Appendix (4) following the Closing Date, during which actual management of the target company is handed over to the buyer, powers are transferred, and the new management team is trained (if required), and any pending actions are resolved.