This contract is entered into between the two parties, whose complete information is detailed in the attached contracting form, referred to herein as “First Party” (the Merging Company) and “Second Party” (the Merged Company), collectively referred to as “the Parties”. Between each of: the First Party (the Merging Company) and the Second Party (the Merged Company), which shall be described in full in Appendix (1) of this Agreement. The Parties wish to complete a legal, financial, and commercial merger, whereby the Merged Company shall merge into the Merging Company, and all its assets, liabilities, rights, and claims shall be transferred in accordance with an exchange ratio determined by the fair value of each party’s assets, and in accordance with the provisions of Law No. 159 of 1981, as detailed in the subsequent articles, adhering to the principle of full transparency and good faith, and organizationally ensuring the continuity of activity and achieving the best interests of shareholders, creditors, and third parties, and the Parties have agreed as follows:

Article (1) Definitions
1- The words and phrases hereinafter defined, wherever they appear in this Agreement, shall have the meanings assigned to each, unless the context explicitly indicates otherwise:
2- The Merging Company: the existing company that will absorb the Merged Company, whose data is specified in Appendix (1/A) of this Agreement.
3- The Merged Company: the company whose legal personality will cease and all its elements will be transferred to the Merging Company, whose data is specified in Appendix (1/B).
4- Closing Date: the date on which all closing procedures stipulated in Article (9) of this Agreement are completed, and specified in Appendix (2) of this Agreement.
5- Exchange Ratio: the ratio specified in Appendix (3) under which the Merged Company’s shares are exchanged for shares in the Merging Company.
6- Transferred Assets and Liabilities: all tangible and intangible assets, rights, obligations, debts, claims, existing contracts, licenses, governmental approvals, trademarks, patents, intellectual property rights, bank balances, inventory, production lines, workforce, accounting books and records, and this enumeration is intended to be exhaustive, as detailed in Appendix (4).
7- Regulatory Authorities: the Central Auditing Organization, Financial Supervisory Authority (if any), Competition Protection and Monopoly Prevention Authority, and administrative authorities competent in licensing the approved activity.
8- Basket: the cash amount specified in Appendix (5) which the claiming party is not entitled to claim compensation for until the total claims exceed this value.
9- Maximum Compensation Cap: the maximum amount of compensations due for any breach, determined as   percent of the total transaction value specified in Appendix (6).
10- Warranty Period: the duration of   months following the Closing Date, during which the obligations of the Second Party (the Merged Company) and its shareholders regarding the accuracy of the data and disclosures shall apply.
11- Force Majeure: events beyond the control of the Parties which make it impossible to fulfill obligations, specifically listed in Article (15) of this Agreement.

Article (2) Subject of the Agreement
1- This Agreement organizes a complete merger process between the Merging Company and the Merged Company, whereby all elements of the financial obligations of the Merged Company (assets, liabilities, and rights) shall transfer to the Merging Company, making the Merging Company the general successor of the Merged Company in all its legal and contractual relations, and the Merged Company shall cease to conduct its activities and its commercial and tax records shall be canceled immediately upon the issuance of final approvals, while the Merging Company continues to fulfill all its obligations towards third parties and its employees in accordance with the law.

Article (3) Duration of the Agreement
1- This Agreement shall commence from the date of its signing and shall continue until the fulfillment of all obligations arising therefrom, provided that the closing occurs no later than  , otherwise either Party shall have the right to terminate according to Article (16) of this Agreement.

Article (4) Obligations of the First Party (the Merging Company) Prior to Closing
1- The First Party shall commit during the period from the signing of the Agreement until the Closing Date to the following:
2- Open its offices and records to the representatives of the Second Party and the regulatory authorities to review financial and administrative documents.
3- Provide full disclosure of any judicial, arbitral, or administrative disputes filed against it or in its favor that impact the value of the transaction.
4- Notify the Second Party in writing of any material changes to its financial or commercial position during the pre-closing period.
5- Obtain the approval of its Boards of Directors and extraordinary General Assemblies (in accordance with the percentage of   percent of the voting capital) for the merger process according to the law.

Article (5) Obligations of the Second Party (the Merged Company) Prior to Closing
1- The Second Party shall commit during the same period to the following: