Under this contract concluded between the two parties whose complete data is set forth in the attached contracting form, hereinafter referred to as "Party One" (the offering shareholder or the company) and "Party Two" (the other shareholders with preemptive rights), collectively referred to as "the Parties". Pursuant to this agreement, and as an integral part of the shareholders’ agreement or the company’s bylaws, the specified shareholders of the company as delineated in Annex (1) hereby agree, with Party One (the offering shareholder or the company) and Party Two (the other shareholders with preemptive rights), to organize the right of preemption (shufa) in the shares to ensure that current shareholders can maintain their ownership ratios and prevent unjustified dilution of their shares in two cases: when the company issues new shares by increasing its capital, where each shareholder has the right to subscribe to the new shares in proportion to their current ownership prior to offering them to others, and when one of the shareholders sells their shares to a third party, such that the other shareholders have the right to purchase them under the same terms and prices before they are sold to others; this agreement aims to regulate these rights with the highest degree of transparency and legal accuracy while specifying the cases, procedures, timelines, exceptions, and dispute resolution mechanism, achieving stability in the ownership structure and enhancing trust among shareholders. The Parties have agreed to the following:

1- The words and phrases below - wherever they appear in this Agreement - shall have the meanings specified alongside each, unless the context indicates otherwise:

2- The Agreement: The Preferential Right Agreement (Right of First Refusal) regarding shares, including all its terms and appendices, its preamble is considered an integral part of it, and it serves as the primary reference in case of any conflict between its provisions and the provisions of the appendices or the company's bylaws, to the extent that it does not conflict with the law.

3- The Company: The company subject to the provisions of this Agreement, detailed in Appendix (1), including its registration data, bylaws, capital, shareholders, and activity.

4- The Shareholders (Parties): All shareholders in the Company who have signed this Agreement or who are bound by it under the Shareholders' Agreement, as specified in Appendix (1).

5- The Preferential Right: The right of existing shareholders to subscribe for any new shares issued by the Company in a capital increase, proportional to their current ownership, prior to offering these shares to any third party.

6- The Right of Priority: The right of existing shareholders, excluding the seller, to purchase shares intended for sale by any shareholder to a third party, under the same terms and prices offered by the third party, before the seller can complete the sale to another.

7- Capital Increase: The Company issuing new cash or in-kind shares with the aim of increasing its issued and paid-up capital in accordance with the law and the bylaws.

8- The Proposed Sale Transaction: A proposed sale process by a selling shareholder of some or all of their shares to a third party, subject to the Right of Priority.