This contract is made between the two parties whose complete details are shown in the attached contracting form, referred to herein as "Party One" and "Party Two", collectively referred to as "the Parties". Under this agreement, Party One (the Seller) undertakes to sell, transfer ownership and possession of the assets specified in detail in the attachments of this agreement (the Purchased Assets) to Party Two (the Buyer), and the Buyer agrees to purchase these assets and pay the agreed price in accordance with a schedule related to the completion of the transaction (the Closing) and the delivery of documents. This agreement aims to regulate the process of asset transfer with the highest levels of transparency and legal accuracy, with precise identification of the assets sold (and what is excluded), the distribution of responsibilities and financial burdens (taxes, fees, transportation costs) between the Parties, and the organization of the transition period (post-Closing) for the delivery of the assets and management of any outstanding obligations, with strong guarantees for the Buyer against any defects in ownership or undisclosed liabilities, and guarantees for the Seller against any breach by the Buyer in payment or receipt, all in accordance with the provisions of the Egyptian Civil Law and the rulings of the Court of Cassation concerning asset sale contracts, ensuring business continuity and protecting the rights of all concerned parties. The Parties have agreed as follows:

Article (1) Definitions of the Agreement
1- The terms and phrases defined below - wherever they appear in this agreement - shall have the meanings assigned to each, unless the context requires a different meaning:
2- The Agreement: refers to this asset sale agreement in its entirety, including its provisions and attachments, with the introductory section being an integral part thereof, and it is the primary reference in case of any conflict between its texts and the texts of the attachments.
3- The Seller: Party One, who is the legal owner of the assets subject to the sale (or its duly authorized representative), and is registered in the commercial register, and who is obliged to transfer the ownership of the assets to the Buyer in accordance with the provisions of this agreement.
4- The Buyer: Party Two, who is a natural or legal person purchasing the assets for use in their commercial or industrial activity, and is obliged to pay the price and receive the assets.
5- Purchased Assets: the tangible, intangible, and contractual assets specifically detailed in Annex (1) of this agreement, which include, but are not limited to: (equipment, machinery, furniture, inventory, ongoing contracts, trademarks, patents, licenses, customer base, goodwill, and any other assets agreed upon).
6- Excluded Assets: the assets not included in the sale, as specified in Annex (2) of this agreement, which remain the property of the Seller after the Closing (such as: cash, bank accounts, debts owed to the Seller, certain contracts, or any other assets expressly agreed to be excluded).
7- Assumed Liabilities: the obligations that the Buyer agrees to assume after the purchase of the assets, as detailed in Annex (3) of this agreement (such as: obligations under lease contracts included in the sale, or warranty obligations to current customers).
8- Excluded Liabilities: the obligations that the Buyer does not agree to assume, which remain solely the responsibility of the Seller after the Closing, as specified in Annex (4) (such as: old debts, prior litigations, tax liabilities arising from prior periods, or any other obligations expressly agreed upon to be excluded).
9- Closing Date: the date specified in Article (3) on which the transaction is completed, ownership of the assets is transferred, the total price (or a substantial portion thereof) is paid, and documents and keys are delivered.
10- Transition Period: the period specified in Annex (5) that follows the Closing Date, during which the assets are delivered to the Buyer, contracts are transferred, employees are trained (if necessary), and any outstanding obligations are managed.
11- Representations and Warranties: the statements and guarantees made by the Seller to the Buyer regarding the assets (their ownership, freedom from liens, fitness for use, compliance with specifications, absence of disputes), as defined in Article (7) of this agreement.
12- Due Diligence: the inspection and verification process conducted by the Buyer (or its appointed representatives) of the assets, documents, and data prior to the Closing, to ensure the accuracy of the information and that the assets are free from defects.
13- Escrow Agent: the neutral third party (bank or attorney) with whom the payment is deposited until the Closing conditions are met, to secure the rights of both parties.

Article (2) The Sold Assets and Excluded Assets (Detailed Specification)
1- Firstly: the Sold Assets (Annex 1 - Detailed List):
2- The Seller sells to the Buyer, and the Buyer purchases from the Seller, the following assets (exclusively), specifically detailed in Annex (1) of this agreement:
3- Tangible Assets:
4- Equipment and Machinery:  
5- Furniture and Fixtures:  
6- Inventory (raw materials, finished products, spare parts):  
7- Real Properties (land and buildings - if owned by the Seller):