This contract is made between the two parties whose complete details are specified in the attached contracting form, referred to herein as "the First Party" (the company / investment entity) and "the Second Party" (the investors), collectively referred to as "the Parties." Pursuant to the provisions of the Egyptian Civil Law No. 131 of 1948 (Articles 418-438 regarding sales, and Articles 669-680 regarding agency), the Commercial Law No. 17 of 1999, the Joint Stock Companies and Partnerships with Share Liability Law No. 159 of 1981 (especially Articles 40-55 regarding the increase of capital, and Articles 77-88 regarding shareholders' rights), the Capital Market Law No. 95 of 1992 and its amendments, and the regulations of the Egyptian Financial Supervisory Authority, the Investment Law No. 72 of 2017, the Personal Data Protection Law No. 151 of 2020, the Arbitration Law No. 27 of 1994, and the applicable laws and regulations in the Arab Republic of Egypt, without contradicting public order and mandatory laws, this agreement is concluded between the First Party (the company / investment entity) and the Second Party (the investors). After the approval of the extraordinary general assembly of the company (or the board of directors according to the bylaws) on the increase of the issued and paid-up capital, the First Party undertakes to offer and issue new shares (or convertible bonds) for the investors in exchange for a cash or in-kind capital contribution to the company, in accordance with the terms and conditions specified in this agreement and its appendices; this contract aims to regulate the funding round (foundational, initial, growth, or late) with the highest degree of transparency and legal precision, protecting the rights of new investors in terms of their shares, voting rights, and priority in distributions and exit mechanisms, while safeguarding the rights of founders and existing shareholders in terms of retaining managerial control, pre-emption rights, and company valuation mechanisms, with strict controls on the disclosure of risks and the governance of the relationship between investors and management and dispute resolution mechanisms. The Parties have agreed to the following:

1- The words and phrases hereinafter - wherever mentioned in this agreement - shall have the meanings set forth next to each of them, unless the context of the text requires otherwise:

2- The Agreement: This financing round agreement in its entirety, including its annexes, and its preamble shall be considered an integral part thereof, and it shall be the primary reference in case of conflict between its provisions and the provisions of the annexes or the company's Articles of Association (to the extent that it does not conflict with the law).

3- The Company (Investment Entity): The first party, which is the company (joint stock or limited liability or partnership by shares) undergoing the financing process, as detailed in Annex (1), including its registration data, current Articles of Association, capital, shareholders, and activity.

4- The Investors: The second party, consisting of natural or legal persons (individuals or investment funds or investment companies or financial institutions) who inject capital into the company in exchange for shares or financial instruments, whose names and investments are specified in Annex (2).

5- The Founders / Current Shareholders: The company's shareholders prior to the financing round, specified in Annex (3), who agree to increase capital and dilute their shares in favor of the new investors.

6- The Funding Round: The process of injecting capital into the company (Seed stage, or Series A, or Series B, or Series C and beyond), with its type and value specified in Annex (4).

7- Pre-Money Valuation: The company's value before the injection of new investment, specified in Annex (4), based upon which the share price for new investors is calculated.

8- Post-Money Valuation: The company's value after the injection of new investment (the Pre-Money Valuation plus the value of the new investment).

9- Investment Instrument: The instrument through which investment is injected, including ordinary shares, preferred shares, convertible bonds, and any other instruments agreed upon by the two parties, specified in Annex (5).