Pursuant to this contract concluded between the two parties whose complete details are specified in the attached contracting form, hereinafter referred to as “Party One” (the company/investment entity) and “Party Two” (the investor), collectively referred to as “the Parties.” Under this agreement, Party One (the company/investment entity) undertakes to receive a financing amount from Party Two (the investor) as an investment in the company, which shall automatically convert, or at the discretion of the investor, into shares in the company upon the occurrence of any qualified conversion events (qualified financing round, sale of the company, or a specified date), in accordance with a conversion price calculated based on the valuation cap and/or the agreed discount rate; this agreement aims to provide a fast and flexible funding mechanism for early-stage startups without the need for an immediate valuation of the company, while granting the investor the opportunity to participate in the future growth of the company through converting their investment into shares on preferential terms, and to organize the relationship between the Parties with the highest degree of transparency and define the rights of the investor in the event of conversion, redemption, sale of the company, or occurrence of any materially adverse change; considering that this agreement is an investment tool and not a debt instrument and is not subject to the provisions of interest or usurious laws or lending regulations, the Parties have agreed as follows:

1- The words and phrases set forth below - wherever they appear in this Agreement - shall have the meanings set forth next to each, unless the context requires a different meaning:

2- The Agreement: This convertible financing agreement in all its terms and annexes, its preamble is considered an integral part thereof, and shall be the primary reference in case of conflict between its texts and the texts of its annexes or the company’s articles of association, provided it does not conflict with the law.

3- The Company (Investment Entity): The first party, being the startup company subject to the financing process, detailed in Annex (1), including its registration data, articles of association, capital, shareholders, and its activity.

4- The Investor: The second party, being a natural or legal person who injects capital into the company under this Agreement, specified in Annex (2).

5- Investment Amount: The amount paid by the Investor to the Company under this Agreement, specified in Article (2).

6- Investment Date: The date on which the investment amount is transferred from the Investor to the Company's account, specified in Article (2).

7- Qualifying Event for Conversion: The event that leads to the conversion of the investment amount into shares, including the qualifying financing round in which an amount of no less than ‎ ‎ EGP is injected, or the sale of the entire company or the sale of its material assets representing more than