This contract is concluded between the two parties whose full details are provided in the attached contracting form, and they shall be referred to as "the First Party" (Seller) and "the Second Party" (Buyer), collectively referred to as "the Parties". Between both: the First Party (Seller) and the Second Party (Buyer), who will be completely described in Appendix (1) of this agreement. The First Party wishes to sell its business activity along with all its tangible and intangible elements to the Second Party, who wishes to purchase this activity as a complete and ongoing economic unit, transferring all assets, liabilities, ongoing contracts, licenses, trademarks, and associated labor related to this activity, in accordance with the terms and conditions detailed in this agreement, in a manner that achieves operational continuity, protects the rights of creditors, workers, and third parties, and ensures full transparency in disclosing all elements of the activity subject to sale, and the two parties have agreed as follows:

Article (1) Definitions
1- The words and phrases listed below shall, wherever they appear in this agreement, bear the meanings provided alongside each, unless the context indicates otherwise:
2- Business Activity: refers to the collection of tangible and intangible assets, rights, liabilities, contracts, licenses, approvals, trademarks, patents, intellectual property rights, customer base, suppliers, goodwill, inventory, equipment, machinery, furniture, vehicles, customer balances, accounting books and records, and all elements of the business premises, as detailed in Appendix (2) of this agreement.
3- Transferred Labor: refers to all employees of the First Party associated with the activity subject to sale, whose names and job details are listed in Appendix (3), whose employment contracts will be transferred to the Second Party according to the provisions of the Egyptian Labor Law.
4- Closing Date: is the date on which all procedures for the transfer of ownership and actual control of the activity are completed, as specified in Appendix (4) of this agreement.
5- Sale Price: is the total cash consideration specified in Appendix (5) amounting to  , which includes all movable and immovable assets related to the activity.
6- Payment Schedule: is the timeline for the payment of the Sale Price, as specified in Appendix (6), which includes an initial payment of   percent of the total price, with the remaining balance to be paid in equal monthly installments amounting to   installments, or by any other mechanism agreed upon by the parties.
7- Warranty Period: is the period extending   months following the Closing Date, during which the First Party (Seller) guarantees the safety of the assets, their freedom from hidden defects, and the absence of undisclosed obligations or disputes.
8- Basket of Claims: the specified cash amount in Appendix (7) valued at  , and the Buyer is not entitled to claim compensation unless the total claims exceed this amount.
9- Maximum Compensation Cap: the maximum value of damages due for any breach by the Seller, specified as a percentage of   percent of the total Sale Price.
10- Force Majeure: events beyond the control of both parties that make performance impossible, specifically listed in Article (16) of this agreement.

Article (2) Subject of the Agreement
1- The First Party (Seller) undertakes to transfer ownership of the business activity described in Appendix (2) to the Second Party (Buyer), in exchange for the price agreed upon in Appendix (5), to be transferred with all rights and obligations, including the transfer of leases (if any) with the landlord's approval, the transfer of licenses and governmental approvals, and the transfer of employment contracts, all in accordance with the terms and procedures set forth in this agreement.

Article (3) Duration of Agreement Validity
1- This agreement shall commence from the date of signing and shall continue until all obligations arising from it are fully performed, provided that the closing is completed no later than  , otherwise either party shall have the right to rescind the agreement in accordance with Article (17) of this agreement.

Article (4) Obligations of the First Party (Seller) Before Closing
1- The First Party undertakes during the period from signing until the Closing Date to do the following:
2- Provide all documents, accounting, legal, and technical records related to the activity to the Second Party and its due diligence team for review and audit.
3- Fully and explicitly disclose all ongoing contracts, debts owed to or by it, guarantees granted or obtained, any legal or arbitration disputes lodged or expected, and contingent liabilities.
4- Maintain the activity in its normal operational state and refrain from disposing of any activity assets (selling, mortgaging, gifting, fundamentally altering) without the prior written consent of the Second Party.
5- Notify the Second Party in writing of any material adverse change (MAC) affecting the activity, including the loss of a major customer, supply interruption, or a judicial ruling against it, within   days of becoming aware of it.

Article (5) Obligations of the Second Party (Buyer) Before Closing
1- The Second Party undertakes during the same period to do the following:
2- Conduct comprehensive due diligence on the activity through a legal, financial, and technical team selected by it, providing a detailed report in Appendix (8).
3- Ensure the availability of the necessary financing to pay the Sale Price according to the Payment Schedule, and provide a bank guarantee or proof of financial seriousness upon request.