This contract is concluded between the two parties whose complete details are provided in the attached contracting template, referred to herein as "the First Party" and "the Second Party," together referred to as "the Parties." Between each of the following: the parent company (the demerged) and its shareholders, and the companies resulting from the demerger (if any), all of whom will be described in full in Annex (1) of this agreement. Whereas the parent company wishes to reorganize its commercial and financial structure by separating part of its activities, assets, and liabilities into one or more new independent entities with legal personality, in accordance with the provisions of the Egyptian Companies Law, achieving operational specialization, enhancing administrative efficiency, safeguarding the rights of shareholders, creditors, workers, and others, while maintaining the continuity of the separated activity and ensuring the transfer of all its elements (assets, liabilities, contracts, licenses, workforce) in a sound and legal manner, as detailed in the following articles, the Parties have agreed as follows:

Article (1) Definitions
1- The words and phrases that follow, wherever they appear in this agreement, shall have the meanings assigned to each, unless the context indicates otherwise:
2- The parent company (the demerged): is the company that will be undergoing the demerger, with its details specified in Annex (1/A) of this agreement.
3- The company (or companies) resulting from the demerger: is the new legal entity (or entities) that will absorb the separated activity, specified in Annex (1/B).
4- Effective Date of Demerger: is the date on which the ownership of the assets, liabilities, and the separated activity is transferred to the resulting company, and the parent company is deleted concerning the separated part (or the activity is separated), as specified in Annex (2) of this agreement.
5- The separated activity: is the set of tangible and intangible assets, rights, obligations, ongoing contracts, licenses, approvals, trademarks, patents, intellectual property rights, customer base, suppliers, inventory, equipment, and associated workforce, along with books and accounting records related to the separated unit, specified in detail in Annex (3) of this agreement.
6- The demerger shares: are the shares that the shareholders of the parent company will receive in the resulting company (or companies), according to the ratio specified in Annex (4), amounting to  .
7- The transferred assets and liabilities: are all elements of the separated activity, including fixed and current assets, debts owed to or by it, guarantees granted, judicial disputes, contingent liabilities, as specified in Annex (3) exclusively.
8- The transferred workforce: are all employees engaged in the separated activity, whose names and data are listed in Annex (5), whose employment contracts will transfer to the resulting company in accordance with the law.
9- Warranty Period: is the period extending   months following the Effective Date of Demerger, during which the First Party (the parent company) warrants the accuracy of the data and disclosures regarding the separated activity.
10- Maximum Compensation Cap: is the maximum limit of compensation due for any breach of the demerger process, set at   percent of the net value of the transferred assets.
11- Force Majeure: events beyond the control of the parties that are impossible to avert, specified exhaustively in Article (17) of this agreement.

Article (2) Subject of the Agreement
1- This agreement includes the organization of the demerger/separation of a specified business activity from the parent company to a new independent company (or companies), through the transfer of all assets, liabilities, contracts, licenses, and human resources related to this activity to the resulting company, in exchange for granting the shareholders of the parent company a proportional share in the capital of the new company, while the parent company remains in its ongoing activities after the separation, all in accordance with Egyptian law and according to the detailed plan attached in Annex (6).

Article (3) Duration of the Agreement
1- This agreement shall commence from the date of signing and will continue until the completion of all demerger procedures, ownership transfers, and all post-demerger obligations, ensuring that all transfer and official registration procedures are completed no later than  .

Article (4) Obligations of the Parent Company (First Party) Before the Demerger
1- The parent company is obliged during the period from signing until the Effective Date of Demerger to:
2- Provide all documents, accounting records, and legal and technical data related to the separated activity to the management team of the resulting company and the due diligence team for complete review and auditing.
3- Fully and explicitly disclose all ongoing contracts related to the separated activity, debts owed to or by it, pending or anticipated judicial or arbitration disputes, contingent liabilities, and any licenses or governmental approvals related to it.