Article (1) Preamble and Definitions
1- This preamble and the attached annexes constitute an integral part of this agreement and complement its provisions, and shall be read together as a single cohesive document.
2- "This agreement" refers to this contract and its annexes and any written amendments made to it; "the parties" refers to the parties specified in the attached contract model, and "the party" refers to any of them; "the shares subject to the transaction" refers to the subject of cooperation specified in this agreement; and "the applicable law" refers to the governing laws and regulations.
3- The titles of the articles are provided for ease of reference only and shall not be used for interpretation; in case of ambiguity, reference shall be made to the mutual intention of the parties and the nature of the transaction and the requirements of good faith.
4- The provisions of this agreement shall be interpreted in a manner that achieves its purpose and does not conflict with the applicable law.

Article (2) Eligibility of the Parties and Their Qualifications
1- Each party acknowledges that it possesses full legal capacity and authority to enter into this agreement and fulfill the obligations arising therefrom, and that the person signing on its behalf is duly authorized with a proper mandate.
2- Each party acknowledges that its execution of this agreement and its performance do not violate any law, license, or contractual obligation to which it is subject, and that the information and documents it has provided are true and complete.
3- Each party is obligated to obtain the necessary licenses and approvals to fulfill its obligations and to maintain their validity throughout the term of this agreement.

Article (3) Subject of Sale
1- The Seller sells to the Buyer the entire shares subject to the transaction, representing ownership in the company and all associated rights.
2- The parties undertake to execute the provisions of this Article in good faith and in a manner that achieves its purpose without violating the other provisions of the Agreement.

Article (4) Duration and Validity of this Agreement
1- This agreement shall commence from   and shall last for  .
2- This agreement may be renewed or terminated in accordance with its provisions, and mere continuation of execution shall not result in automatic renewal unless explicitly stated in writing.

Article (5) Price and Adjustment Mechanism
1- The price of the transaction and the mechanism for its adjustment shall be determined upon completion (such as completion calculations or payments conditioned upon performance) in accordance with what is specified in this agreement.
2- The details of this shall be provided — if necessary — in an annex that constitutes an integral part of the agreement.

Article (6) Conditions Precedent to Completion
1- The completion of the transaction is contingent upon the fulfillment of the agreed-upon conditions precedent, including regulatory approvals and the results of due diligence.
2- The parties shall cooperate to overcome any obstacles that may hinder the implementation of this article.

Article (7) Due Diligence and Disclosure
1- The buyer shall conduct due diligence, and the seller is obliged to disclose all matters affecting the value of the shares or the company's position in the Disclosure Statement.
2- The parties are obliged to execute the provisions of this article in good faith and in a manner that achieves its purpose without prejudice to the remaining provisions of the agreement.

Article (8) Representations and Warranties
1- The seller provides representations and warranties regarding its ownership of the shares, the legality and financial status of the company, and the absence of undisclosed liabilities.
2- Details shall be specified — where applicable — in an annex that forms an integral part of the agreement.

Article (9) Indemnities and Their Limits
1- The seller is obliged to indemnify the buyer for any breach of representations and warranties within the time and financial limits agreed upon.
2- The parties shall cooperate to overcome any obstacles that may hinder the implementation of this article.

Article (10) Completion Procedures and Post-Completion Obligations
1- The completion procedures shall be executed by the transfer of shares and payment of the price, and both parties are obliged to fulfill the post-completion obligations such as cooperation in the transfer of management.
2- The parties are obliged to execute the provisions of this article in good faith and in a manner that achieves its purpose without prejudice to the remaining provisions of the agreement.

Article (11) General Obligations of the Parties and Good Faith
1- Both parties are obliged to execute this agreement in good faith and to exercise due diligence and mutual cooperation to optimally achieve the shares subject to the transaction.
2- Each party is obliged to provide the resources, information, and support it has committed to in a timely manner and in accordance with the agreed specifications, and to notify the other party immediately upon becoming aware of any obstacle that affects execution.
3- Each party shall refrain from any action or negligence that may harm the shares subject to the transaction or the legitimate interests of the other party or their reputation.
4- Each party shall bear its own expenses for fulfilling its obligations unless otherwise agreed in writing.