Under this contract concluded between the two parties whose full details are stated in the attached contracting form, referred to herein as "Party One" and "Party Two," collectively referred to as "the Parties." In accordance with the provisions of the Egyptian Civil Law No. 131 of 1948, the Commercial Law No. 17 of 1999, the Personal Data Protection Law No. 151 of 2020, the Intellectual Property Rights Protection Law No. 82 of 2002, and the applicable laws and regulations in the Arab Republic of Egypt, this agreement aims to organize the exclusive negotiation period between the parties, during which both parties undertake to negotiate in good faith with the aim of reaching a final agreement regarding a specific deal or project, within a defined time frame, with the selling or owning party (or the party that owns the asset or investment opportunity) obligated not to negotiate or deal with any other party during the exclusivity period, in accordance with the provisions of the Egyptian Civil Law governing contractual obligations and good faith negotiation, ensuring the protection of the parties' rights during the pre-contractual phase, and regulating confidentiality and non-disclosure obligations, as well as compensation mechanisms in case of breach of obligations, and the parties have agreed to the following:

Article (1) Definitions of the Agreement

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

2- The Agreement: refers to this exclusive negotiation agreement in its entirety, including its provisions and appendices, and its preamble shall be considered an integral part thereof.

3- The Owner/Seller: the first party to this Agreement, who is the owner of the asset or investment opportunity or the project subject to negotiation, or legally authorized to negotiate regarding it.

4- The Interested Party/Buyer: the second party to this Agreement, who is the party wishing to enter into a deal or project with the Owner, and who is committed to negotiating in good faith.

5- The Asset/Project/Deal: the asset or project or investment opportunity being negotiated, as specified in Article (2) of this Agreement.

6- Exclusivity Period: the time period during which the Owner is committed to dealing exclusively with the Interested Party, and not to negotiate with any other party, as defined in Article (3) of this Agreement.

7- The Final Agreement: the final contract that may be reached between the two parties as a result of the negotiations, such as a sales contract, partnership contract, licensing contract, or any other contract.

8- Memorandum of Understanding: the document that may be signed between the two parties during the negotiation period, summarizing the points agreed upon initially.

9- Confidential Information: all information exchanged between the two parties during the negotiation period, including financial, commercial, technical, operational information, and any other information.