Exhibit 99.1

CERTAIN CONFIDENTIAL INFORMATION MARKED BY [***] HAS BEEN EXCLUDED

FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT

THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

BY AND BETWEEN

ORIONPLUS2

AND

ANGHAMI INC.

November 21, 2023

TRANSACTION AGREEMENT

CONTENTS

TRANSACTION AGREEMENT

THIS TRANSACTION AGREEMENT (this “Agreement”), dated as of November 21, 2023, is entered into by and between Orionplus2, an exempted company incorporated in the Cayman Islands with incorporation number 404857 (“Subscriber”) and Anghami Inc., an exempted company incorporated in the Cayman Islands with limited liability, with registration No. 372207, whose registered office is at PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (the “Company”). Each of Subscriber and the Company are referred to herein individually as a “Party” and together as the “Parties”.

RECITALS

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, the Company desires to issue, allot, transfer, sell and deliver to Subscriber, and Subscriber desires to subscribe for, acquire and purchase from the Company, the number of shares of Company Common Stock specified in Schedule B (the “Company Consideration Shares”);

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, Subscriber desires to transfer, convey, assign and deliver to the Company, and the Company desires to acquire and accept from Subscriber and its Affiliates, as applicable, the Orion+ Contracts in exchange for the issuance to Subscriber of the Company Consideration Shares;

WHEREAS, the Company Board has (a) determined that it is advisable and in the best interests of the Company and its shareholders to enter into this Agreement, the other Transaction Documents and consummate the Transactions upon the terms and subject to the conditions set forth herein and in the Transaction Documents, and (b) approved this Agreement and the other Transaction Documents and declared their advisability; and

WHEREAS, in consideration of Subscriber entering into this Agreement, Subscriber and the Company are entering into a Registration Rights Agreement which sets forth certain rights and obligations of Subscriber and the Company following the Closing.

NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements, covenants, representations, and warranties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I

Definitions and Interpretation

As used herein, the following terms have the following meanings:

“ABC Laws” means (a) the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, 1997; (b) the Bribery Act 2010; and (c) any other applicable anticorruption Laws of any jurisdiction in which the Company and its Subsidiaries is conducting business.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”) with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by Contract or otherwise. For the avoidance of doubt, prior to the consummation of the Closing, the Company and its Subsidiaries shall not be an Affiliate of Subscriber. Notwithstanding the foregoing, no Person other than Panther Media Group Limited and its direct and indirect Subsidiaries shall be deemed an Affiliate of Subscriber.

“AML Laws” means (a) the Proceeds of Crime Act 2002; (b) the Money Laundering Regulations 2007; (c) the Terrorism Act 2000; and (d) any other applicable anti-money laundering Laws of any jurisdiction in which the Company and its Subsidiaries is conducting business.

“Antitrust Law” means applicable anti-trust, competition protection, merger controls Laws, rules, or regulations from the relevant competent regulator in the Kingdom of Saudi Arabia, Kuwait, and Jordan.

“Assignment and Assumption Agreement” means the Assignment and Assumption Agreement to be executed by the parties thereto on the Closing Date, substantially in the form attached as Exhibit A.

“Associate” means, with respect to any Person: (a) any corporation, partnership or other legal entity of which such Person is an officer or partner or is, directly or indirectly, through one or more intermediaries, the beneficial owner of twenty percent (20%) or more of any class or type of Equity Interests; and (b) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity.

“Business Day” means a day, other than a Saturday or Sunday or other day on which commercial banks are authorized or required by applicable Law to close in Dubai, United Arab Emirates or New York City, New York.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Company Board” means the Board of Directors of the Company.

“Company Data” means all data maintained by or on behalf of the Company or any of its Subsidiaries, whether or not in electronic form.

“Company Employee” means any individual employed by the Company or any of its Subsidiaries.

“Company Employee Benefit Plan” means each “employee benefit plan” (within the meaning of Section 3(3) of ERISA whether or not subject to ERISA), and each other equity-based, retirement, profit sharing, bonus, incentive, severance, separation, change in control, retention, deferred compensation, employment, consulting, vacation, paid time off, medical, dental, life, disability or similar plan, program, policy, agreement or arrangements (whether written or unwritten, insured or self-insured) (i) that, as of the date of this Agreement or as of the Closing Date, is established, maintained, sponsored or contributed to (or with respect to which any obligation to contribute has been undertaken) by the Company or any of its Subsidiaries on behalf of any employee, director or other service provider of the Company or any of its Subsidiaries (whether current, former or retired) or their beneficiaries, or (ii) with respect to which the Company or any of its Subsidiaries has any Liabilities; provided that any governmental plan or program requiring the mandatory payment of social insurance Taxes or similar contributions to a governmental fund with respect to the wages of an employee will not be considered a “Company Employee Benefit Plan.”

“Company Equity Plan” means the Anghami Inc. Long-Term Incentive Plan.

“Company Fundamental Representations” means the representations and warranties of the Company contained in Section 3.01, Section 3.02(a)(i), Section 3.03, Section 3.05, Section 3.15, the second sentence of Section 3.22 and Section 3.29.

“Company IT Systems” means any Software (including the Company Software), hardware, network or systems owned or controlled by or on behalf of the Company or any of its Subsidiaries, including any server, workstation, router, hub, switch, data line, desktop application, server-based application, mobile application, cloud service hosted or provided by the Company or any of its Subsidiaries, mail server, firewall, database, source code or object code, in each case, whether owned, licensed or otherwise used by the Company or any of its Subsidiaries.

“Company Material Adverse Effect” means any circumstance, occurrence, effect, change, event or development that (a) individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, or (b) would or would reasonably be expected to prevent or have a material adverse effect on the ability of the Company to consummate the Transactions on or before the Termination Date; provided that, for purposes of clause (a) only, none of the following, either alone or in combination, will constitute, or be considered in determining whether there has been, a Company Material Adverse Effect: any circumstance, occurrence, effect, change, event or development to the extent resulting from or arising out of (i) changes that generally affect the industries in which the Company and its Subsidiaries conduct business, (ii) changes in the financial markets, credit markets, currency markets or capital markets, including (A) changes in interest rates or credit ratings, and (B) changes in exchange rates for the currencies of any country, (iii) changes in political conditions, armed conflicts, acts of war (whether or not declared), sabotage, cyberterrorism, terrorism or military actions, including any escalation or worsening of the foregoing or any threats thereof, (iv) changes after the date of this Agreement in applicable Law, IFRS or the enforcement or interpretation by any Governmental Authority thereof, (v) changes in the price or trading volume of the Company Common Stock or to the Company’s credit ratings, in each case in and of itself (it being understood that any underlying causes of such change may be taken into consideration when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur), (vi) failure, in and of itself, by the Company and its Subsidiaries to meet (A) any public estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period; or (B) any budgets, projections or forecasts of its revenues, earnings or other financial performance or results of operations (it being understood that any underlying causes of any such failure may be taken into consideration when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur), (vii) natural or man-made disasters, force majeure events, domestic or foreign social protest or social unrest (whether or not violent), pandemics or epidemics, or national or international emergency (including any escalation or general worsening of any of the foregoing, including, in each case, the response of applicable Governmental Authorities), (viii) Transaction Litigation commenced after the date of this Agreement and arising from allegations of breach of fiduciary duty of the Company’s directors relating to their approval of this Agreement or from allegations of false or misleading public disclosure by the Company with respect to this Agreement, (ix) general conditions affecting any other national or regional economy or the global economy generally, including inflation or any changes in the rate of increase or decrease of inflation, (x) the compliance by the Company with the express terms of this Agreement (excluding compliance with Section 5.01, but including any circumstance, occurrence, effect, change, event or development to the extent resulting from or arising out of (1) any actions taken by the Company with the consent or waiver by Subscriber in accordance with Section 5.01 or (2) any breach by Subscriber of its obligation not to unreasonably withhold, delay or condition the provision of an approval under Section 5.01), or (xi) the execution, announcement or performance of this Agreement or the pendency of the Transactions, including the impact thereof on the relationships of the Company and its Subsidiaries with customers, suppliers, lenders, lessors, Governmental Authorities or vendors (other than for purposes of the representations and warranties contained in Section 3.01 and Section 3.02 or the condition to Closing in Section 7.02(a)(i) as it relates to such representations and warranties), except, in each case of clauses (i), (ii), (iii), (iv), (vii) or (ix) immediately above, to the extent such circumstances, occurrences, effects, changes, events or developments have a disproportionate effect on the Company and its Subsidiaries relative to other Persons operating in the industries in which the Company and its Subsidiaries conduct business, in which case only the incremental disproportionate adverse impact of such circumstances, occurrences, effects, changes, events or developments may be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur.

“Company Options” means any options to purchase shares of Company Common Stock, whether granted pursuant to the Company Equity Plan or otherwise.

“Company Owned Intellectual Property” means all Intellectual Property owned or purported to be owned or held by the Company or any of its Subsidiaries.

“Company Software” means the Software developed by or on behalf of the Company or any of its Subsidiaries, or otherwise owned or purported to be owned by the Company or any of its Subsidiaries.

“Confidentiality Agreement” means that certain mutual non-disclosure agreement, dated as of April 5, 2023, between Gulf and the Company.

“Contract” means any legally binding contract, agreement, lease, license indenture, note, bond, mortgage, instrument or other commitment or obligation, whether written or oral.

“Data Protection and Security Requirements” means (a) all Data Protection Laws, (b) provisions relating to Processing of Personal Information in all applicable Data Protection Contracts, and (c) all applicable Data Protection Policies.

“Data Protection Contracts” means all Contracts between any the Company and any Person that are applicable to the Processing of Personal Information.

“Data Protection Laws” means any Laws or Orders of any jurisdiction applicable to the Company and its Subsidiaries, as relevant, applicable to the Processing of Personal Information, including (to the extent applicable to the Company): (a) the Data Protection Act 1998 and all other applicable national Laws, regulations and secondary legislation implementing European Directive 95/46/EC; (b) the GDPR and all related national Laws, regulations and secondary legislation, including the Data Protection Act 2018; (c) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426); (d) the Data Protection Act (As Revised) of the Cayman Islands; (e) any Laws or Orders applicable to wiretapping, eavesdropping or the like; (f) any Laws or Orders applicable to the Processing of biometric data; and (g) all other applicable national Laws, regulations and secondary legislation implementing European Directive 2002/58/EC, in each case as amended, replaced or updated from time to time and together with any subordinate or related legislation made under any of the foregoing.

“Data Protection Policies” means each privacy policy, notice or statement relating to the Processing of Personal Information published to a third party by or on behalf of the Company or any of its Subsidiaries.

“Encumbrance” means any security interests, liens, claims, pledges, restrictions on ownership, transfer or voting rights, licenses, charges, mortgages, hypothecation, trusts, rights to acquire, options or rights of pre-emption or first refusal, title retention, legal or equitable third-party rights or interest, including any assignment by way of security or trust arrangement for the purpose of providing security, encroachments, deeds of trust or deeds to secure debt, or other encumbrances of any nature whatsoever.

“Environmental Laws” means all Laws governing or relating to Environmental Matters.

“Environmental Matters” means any matters arising out of or relating to pollution (or cleanup thereof), protection of the environment or natural resources, endangered or threatened species, or the health and safety of the public or workers (to the extent related to exposure to Hazardous Materials), including any of the foregoing concerning or relating to the presence, use, exposure, generation, transport, treatment, storage, handling, release, remediation, migration, emission, or disposal of any Hazardous Material, and any Liability or Proceeding arising out of or relating to such Hazardous Material.

“Equity Interests” means, with respect to any Person, all of the shares or quotas of capital stock or equity of (or other ownership or profit interests in) such Person, all of the warrants, trust rights, options or other rights for the purchase or acquisition from such Person of shares of capital stock or equity of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock or equity of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares or equity (or such other interests), restricted stock awards, restricted stock units, equity appreciation rights, phantom equity rights, profit participation and all of the other ownership or profit interests of such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any Person under common control with the Company or any of its Subsidiaries within the meaning of Sections 414(b), (c), (m) and (o) of the Code, and the regulations thereunder.

“Exchange Act” means the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded Liabilities” means any Liabilities of Subscriber and its Affiliates other than the Assumed Liabilities.

“Export Control Laws” means all applicable U.S. or non-U.S. export and re-export control and trade and economic sanctions Laws, including the U.S. Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the U.S. International Traffic in Arms Regulations and any applicable anti-boycott compliance regulations.

“Fraud” means, with respect to a Party, actual and intentional fraud under the Laws of the State of New York in the making of a representation or warranty expressly contained in Article III or Article IV by such Party or in any certificate delivered pursuant to this Agreement by or on behalf of any such Party and, for the avoidance of doubt, does not include merely making a negligent misrepresentation or negligent disclosure.

“Fully Diluted Outstanding Shares” means, as of any date, the total number of shares of Company Common Stock outstanding as of such date, determined on a fully diluted, as-if converted and as-if exercised basis and assuming the conversion of all shares of Company Common Stock issuable upon conversion of the SRMG Convertible Loan Note and the Additional SRMG Convertible Loan Note; provided that (i) any shares of Company Common Stock underlying an Underwater Company Warrant and (ii) any shares of Company Common Stock reserved for issuance under the Company Equity Plan but not subject to any outstanding option or other equity award (including restricted stock units), shall be disregarded for purposes of this definition.

“Governing Documents” means the charter, organizational and other documents by which any Person other than an individual establishes its legal existence or which govern its internal affairs, and shall include: (a) in respect of a corporation, its certificate or articles of incorporation or association and its bylaws; (b) in respect of a partnership, its certificate of partnership and its partnership agreement; (c) in respect of a limited liability company, its certificate of formation and operating or limited liability company agreement; and (d) in respect of an exempted company incorporated in the Cayman Islands, its memorandum of association and articles of association of the company.

“Governmental Authority” means any (a) nation, region, state, county, city, town, village, district or other jurisdiction, (b) federal, national, supra-national, state, local, municipal, foreign or other government, (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department or other entity and any court or other tribunal or judicial or arbitral body or arbitrator), (d) multinational or supra-national organization exercising judicial, legislative or regulatory power, (e) self-regulatory organization, or (f) body exercising, or entitled to exercise, any administrative, executive, judicial, fiscal, legislative, police, regulatory or taxing power of any nature of any federal, state, local, municipal, foreign or other government, in each case, anywhere throughout the world.

“Gulf” means Gulf DTH FZ-LLC, a limited company incorporated in Dubai Development Authority under number 30933 and an indirect wholly owned Subsidiary of Subscriber.

“Hazardous Material” means any material, substance or waste that is defined, regulated or otherwise characterized as toxic, hazardous, radioactive, or as a contaminant, pollutant or words of similar meaning or effect under, or for which Liability or standards of conduct may be imposed pursuant to, any applicable Environmental Law, including any pesticides, petroleum products or petroleum byproducts, used or waste petroleum products, polychlorinated biphenyls, per- and polyfluoroalkyl substances, toxic mold and asbestos.

“IFRS” means the International Financial Reporting Standards as adopted by the International Accounting Standards Board, consistently applied.

“Indebtedness” means, without duplication: all (a) indebtedness for borrowed money (including deposits or advances of any kind to such Person), (b) obligations for capitalized leases or to pay the deferred purchase price of property or services, including “earnout” payments (other than trade accounts payable in the ordinary course of business consistent with past practice) that would be required to appear as a liability on financial statements prepared in accordance with IFRS, (c) long or short-term obligations evidenced by notes, bonds, debentures or other similar instruments, (d) obligations under any interest rate, currency swap or other hedging agreement or arrangement, (e) any unpaid settlement, judgment or award amount in connection with any Proceeding, (f) all costs and expenses of the Company or any of its Subsidiaries to fulfill any obligation for which deferred subscription revenue (including gift cards), pre-paid subscription income, any unclaimed property and advanced deposits was recognized, (g) reimbursement obligations under any letter of credit, banker’s acceptance or similar credit transactions, (h) amounts owed to any employee or former employee in connection with any severance obligations or unpaid bonuses, (i) any obligations for unfunded liabilities relating to any pension plan or similar arrangement, including retirement indemnities, termination indemnities and seniority premiums, (j) guarantees made by any the Company on behalf of any third party in respect of obligations of the kind referred to in the foregoing clauses (a) through (i), and (k) any unpaid interest, prepayment penalties, premiums, costs and fees that would arise or become due as a result of the prepayment of any of the obligations referred to in the foregoing clauses (a) through (j).

“Intellectual Property” means any and all intellectual property or similar proprietary rights, subsisting now or in the future, in any jurisdiction throughout the world, including: (a) patents and patent applications, utility models and industrial designs, together with all assurances, provisionals, continuations, continuations-in-part, divisions, extensions, renewals and reexaminations thereof; (b) registered and unregistered trademarks and trademark applications, design rights, trade names and service marks, trade dress, corporate and business names, together with all translations, adaptations, derivations, and combinations thereof, and all applications, registrations and renewals in connection therewith; (c) phone numbers, Internet domain names, websites and online accounts, usernames and social media handles; (d) all works of authorship, copyrightable works, copyrights and similar rights (including in Software) whether registered or unregistered, and all moral rights associated with any of the foregoing; (e) artists’ and performers’ rights, including rights of performance, publicity, attribution and integrity; (f) rights in inventions (whether or not patentable), invention disclosures, all improvements thereto; trade secrets, proprietary information, know-how and data and databases; and (g) all goodwill associated with any of the foregoing thereto.

“IRS” means the United States Internal Revenue Service.

“Knowledge of the Company” or similar terms used in this Agreement means the knowledge, after reasonable inquiry or investigation, of Elie Habib, Edgard Maroun and Sami Faloughi.

“Knowledge of the Subscriber” or similar terms used in this Agreement means the knowledge, after reasonable inquiry or investigation, of Joe Kawkabani.

“Laws” means all federal, state, local, municipal, foreign or other laws, statutes, legislation, proclamations, treaties, conventions, directives, ordinances, codes, rules, regulations, injunctions, judgments, edicts, decrees and Orders that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority, including common law.

“Leased Real Property” means all leasehold or subleasehold estates and any other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by the Company or any of its Subsidiaries.

“Leases” means all leases, subleases, licenses, concessions and other agreements pursuant to which the Company or any of its Subsidiaries holds or occupies any Leased Real Property, including any related guarantees (along with all amendments, modifications and supplements thereto).

“Liability” means any liability, debt or obligation, whether known or unknown, absolute or contingent, accrued or unaccrued, fixed or variable, determined or determinable, liquidated or unliquidated, due or to become due.

“Nasdaq” means the Nasdaq Stock Market LLC.

“New Directors” means the Persons designated in writing by Subscriber to the Company no later than thirty (30) Business Days following the date of this Agreement.

“Open Source Software” means Software that is distributed or made available under “open source” or “free software” terms, including any software distributed or made available under the GPL, LGPL, Mozilla License, Apache License, Common Public License, BSD license or similar terms and including any Software distributed or made available with any license term or condition that imposes or purports to impose a requirement or condition that a licensee grant a license or immunity under its Intellectual Property rights or that any of its Software or part thereof be: (a) disclosed, distributed or made available in source code form; (b) licensed for the purpose of making modifications or derivative works; or (c) redistributable at no or nominal charge.

“Order” shall mean any decree, order, writ, judgment, injunction, ruling, decision, decree, settlement, stipulation, determination or award of, entered by or with any Governmental Authority.

“Orion+” means the online digital streaming service known as “OSN+” directly owned and operated by Gulf and which allows users in the Middle East and North Africa to stream a range of movies, series, and made-for-television content over the internet to certain internet connected devices located in the Middle East and North Africa; provided that, notwithstanding the foregoing, “Orion+” shall not include the Orion TV.

“Orion+ Carriage Agreement” means the Orion+ Carriage Agreement to be executed by the parties thereto on the Closing Date, substantially in the form attached as Exhibit B, which form shall be further negotiated in good faith by Subscriber and the Company between the date hereof and the Closing Date.

“Orion+ Contracts” means (a) those third party Contracts with telecommunication carriers, in effect as of the Closing Date, set forth in Section 2.03(a)(i) of the Subscriber Disclosure Schedules, (b) all Contracts with direct subscribers, in effect as of the Closing Date, that pay for all their services through a third party that has a contractual relationship with Subscriber and are exclusively related to Orion+, (c) those third party Contracts with certain commercial parties, in effect as of the Closing Date, set forth in Section 2.03(a)(ii) of the Subscriber Disclosure Schedules, (d) a list of existing users, as of the date of this Agreement, exclusively related to Orion+, and (e) those third party Contracts with telecommunication carriers entered into by Subscriber or one of its Affiliates following the date of this Agreement to the extent they are related to Orion+ and that the Company confirms in writing (not to be unreasonably withheld, delayed or conditioned) to Subscriber no later than fifteen (15) Business Days prior to the Closing that such Contract shall be considered an Orion+ Contract for the purposes of this Agreement.

“Orion TV” means the television content delivery service known as “OSN TV” owned and operated by Gulf and its Affiliates in the Middle East and North Africa, which includes all of the following services, products, businesses and operations: (a) the provision of any services or products to individual subscribers paying to view, via a television set-top box with a satellite, cable or internet connection, (i) a branded channel content broadcast according to a predetermined schedule, (ii) reverse electronic and interactive programme guides, (iii) tethered on-demand content, and (iv) transactional video-on-demand content, (b) the marketing, aggregation or sale of various combinations of channels, content and apps to commercial third parties (including telecommunication carriers, hotels, and bulk acquirers), (c) the marketing, lease or sale of any hardware specific to delivering television content (including television set-top boxes and satellite dishes) directly or through commercial third parties to individual subscribers, and (d) the marketing or sale of advertising space on linear television channels and app-based content ancillary to linear television channels.

“Permits” means any authorizations, approvals, licenses, franchises, clearances, permits, certificates, waivers, consents, exemptions, variances, expirations and terminations of any waiting period requirements issued by or obtained from, and any notices, filings, registrations, qualifications, declarations and designations with, a Governmental Authority.

“Permitted Encumbrance” means: (i) Encumbrances for Taxes, assessments and charges or levies of any Governmental Authority not yet delinquent or that are being contested in good faith by appropriate Proceedings and for which adequate reserves have been established in accordance with IFRS; (ii) materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens arising or incurred in the ordinary course relating to obligations as to which there is no default on the part of any Party or any of its Affiliates or the validity or amount of which is being contested in good faith by appropriate Proceeding and for which adequate reserves have been established in accordance with IFRS, (iii) pledges incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security; and (iv) in respect of real property: (A) easements, licenses, covenants, rights of way and other similar restrictions; (B) any conditions which may be shown by survey or title report of any such real property; (C) zoning, building and other similar restrictions; and (D) environmental restrictions and regulations, in each case, that do not, individually or in the aggregate, interfere with the current use of or occupancy of the affected real property in any material respect.

“Person” means any individual, corporation, partnership, company, partnership (exempt, general or limited), limited liability company, association, trust, joint venture or other entity or organization or any Governmental Authority.

“Personal Information” means information that, alone or in combination with other information, allows the identification of an individual or can be used to contact an individual, including (a) name, address, retina or iris scan, fingerprint, voiceprint, scan of hand or face geometry and all other biometric data, geolocation information, Internet Protocol (IP) addresses and (b) any other data or information considered “personal information,” “personally identifiable information,” “personal data,” or similar terms under applicable Data Protection Laws.

“Personal Property” means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, parts and other tangible personal property.

“Personal Property Leases” means all leases, subleases, licenses, concessions and other agreements pursuant to which any the Company holds any leased or licensed Personal Property, including any related guarantees (along with all amendments, modifications and supplements thereto).

“Proceeding” means any action, cause of action, bid protest, investigation, claim, hearing, lawsuit, arbitration, litigation, suit or other similar proceeding (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, and whether public or private), in each case, commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or arbitrator.

“Process or Processing” means any operation or set of operations which is performed on Personal Information or sets of Personal Information, whether or not by automated means, such as the creation, collection, use (including, without limitation, for the purposes of sending telephone calls, text messages and emails), monitoring, organization, structuring, storage, adaptation, alteration, combination, maintenance, processing, analysis, recording, distribution, transfer, transmission, retrieval, consultation, receipt, import, export, protection (including safeguarding, security measures and notification in the event of a breach of security), access, disposal or disclosure or other activity regarding Personal Information (whether electronically or in any other form or medium).

“Public Warrants” means the Company Warrants issued by the Company to public investors and listed on Nasdaq Capital Market (or any of its successors).

“Registration Rights Agreement” means the Registration Rights Agreement to be executed by the Company and Subscriber on the Closing Date, substantially in the form attached as Exhibit D.

“Regulatory Approvals” means those items set forth on Schedule A.

“Related Party” means any Affiliate of the Company, any of the Company’s or its Affiliate’s officers, directors or managers (or similar authorized appointments with different names), or any of the Relatives or Associates of the foregoing.

“Relative” of a Person means such Person’s spouse or domestic partner, such Person’s parents, sisters, brothers, children or other members of such Person’s household and the spouses and domestic partners of the foregoing.

“Representatives” means, with respect to any Person, such Person’s directors, managers, officers, employees, agents, consultants or advisors (including attorneys, accountants, bankers and financial advisors).

“Sanctioned Country” means any country or region that is the subject or target of a comprehensive embargo under Sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea or separatist-controlled portions of the Luhansk or Donetsk regions of the Ukraine).

“Sanctioned Person” means any Person that is: (a) designated on the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control of the US Department of Treasury, listed on the EU Consolidated List and HM Treasury’s Consolidated List of Persons Subject to Financial Sanctions, or included on any list of targeted persons, entities, groups or bodies issued by the UN, US, EU (or any member state of the EU), or UK; (b) in the aggregate, fifty percent (50%) or greater owned, directly or indirectly, or, where relevant under applicable Sanctions, controlled by a Person or Persons described in clause (a); or (c) organized, resident or located in a Sanctioned Country.

“Sanctions” means all Laws relating to economic or trade sanctions administered or enforced by the United Nations Security Council, the European Union, any other EU Guarantor State or any other relevant Governmental Authority.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Security Breach” means a data security breach or breach of Personal Information under applicable Laws.

“Security Incident” means any unauthorized access, use, disclosure, modification, destruction, or other breach of security of Personal Information or other Company Data, or interference with security or system operations of the Company IT Systems.

“Shared Contract” means any Orion+ Contract that inures to the benefit or burden of, or otherwise relate to, both (a) the Orion+ and (b) any other business of Subscriber or any of its Affiliates and that either (i) are in effect as of the date hereof or (ii) become effective between the date hereof and immediately prior to the Closing; provided, however, that any such Orion+ Contract that ceases to be effective prior to the Closing shall no longer constitute a Shared Contract.

“Shared Services Agreement” means the Shared Services Agreement to be executed by the parties thereto on the Closing Date, substantially in the form attached as Exhibit C, which form shall be further negotiated in good faith by Subscriber and the Company between the date hereof and the Closing Date.

“Software” means all computer software programs and databases (and all derivative works, foreign language versions, enhancements, versions, releases, fixes, upgrades and updates thereto), including software compilations, development tools, compilers, comments, user interfaces, menus, buttons and icons, application programming interfaces, files, data scripts, architecture, algorithms, higher level or “proprietary” languages and all related programming and user documentation, whether in source code, object code or human readable form, and manuals, design notes, programmers’ notes and other items and documentation related to or associated with any of the foregoing and all media and other tangible property necessary for the delivery or transfer thereof.

“SRMG” means Saudi Research and Media Group, a public joint stock company incorporated in The Kingdom of Saudi Arabia.

“SRMG Convertible Loan Note” means the Senior Unsecured Convertible Note issued by the Company to SRMG dated August 16, 2023.

“SRMG Convertible Note Purchase Agreement” means the Convertible Note Purchase Agreement, dated August 16, 2023, entered into between the Company and SRMG.

“Standstill Agreement” means that certain Standstill Agreement, dated as of April 5, 2023, between Gulf and the Company.

“Sub-licensing Agreement” means the Sub-licensing Agreement to be executed by the parties thereto on the Closing Date, substantially in the form attached as Exhibit E.

“Subscriber Company Shares” means 2,000,000 shares of Company Common Stock.

“Subscriber Material Adverse Effect” means, with respect to Subscriber, any circumstance, occurrence, effect, change, event or development that, individually or in the aggregate, would or would reasonably be expected to prevent or have a material adverse effect on the ability of Subscriber to consummate the Transactions on or before the Termination Date.

“Subsidiaries” means, with respect to a Party, any Person of which (a) such Party or any other Subsidiary of such Party is a managing member or general partner, (b) at least a majority of the securities or other Equity Interests having by their terms ordinary voting power to elect a majority of the directors or others performing similar functions with respect to such Person is directly or indirectly owned or controlled by such Party or by any one or more of such Party’s Subsidiaries, or by such Party and one or more of its Subsidiaries or (c) at least a majority of the Equity Interests is directly or indirectly owned or controlled by such Party or by any one or more of such Party’s Subsidiaries, or by such Party and one or more of its Subsidiaries.

“Tax” means any United States federal, state or local, or any non-U.S., taxes or other charges, fees, levies or assessments imposed by a Governmental Authority that are in the nature of a tax, including income, franchise, profits, gross receipts, occupation, privilege, ad valorem, net worth, transfer, gains, value added, capital, license, severance, sales, use, real or personal property, payroll, wage, unemployment, workers’ compensation, withholding, employment, social security, Medicare, excise, stamp, recording, documentary, premium, windfall profits, environmental, capital stock, registration, customs duties, alternative, add-on minimum tax, estimated tax, or other tax of whatever kind (whether disputed or not), including any interest, penalty, and additions to tax imposed by the Governmental Authority.

“Tax Return” means any return, declaration, report, estimate, claim for refund, information return or statement (including estimated returns and withholding returns), filed or required to be filed with any Governmental Authority in connection with the determination, assessment, collection or administration of any Tax (including any schedules or attachments with thereto and any amendments thereof).

“Top Customer” means the ten (10) largest customers of the Company and its Subsidiaries (measured by dollar revenue received by the Company or its Subsidiaries for the twelve (12) months that ended on June 30, 2023).

“Top Vendor” means the ten (10) largest suppliers of products or services to the Company and its Subsidiaries (measured by dollar volume paid or payable by the Company or its Subsidiaries for the twelve (12) months that ended on June 30, 2023).

“Trademark License Agreement” means the Trademark License Agreement to be executed by the parties thereto on the Closing Date, substantially in the form attached as Exhibit G, which form shall be further negotiated in good faith by Subscriber and the Company between the date hereof and the Closing Date.

“Transaction Document” means the Registration Rights Agreement, the Assignment and Assumption Agreement, the Sub-licensing Agreement, the Shared Services Agreement, the Transition Services Agreement, the Trademark License Agreement and the Orion+ Carriage Agreement.

“Transactions” means the transactions contemplated by this Agreement.

“Transfer Taxes” means all United States, federal, state, local and non-U.S. transfer, excise, goods and services, sales, real or personal property, use, documentary transfer, recording, registration, value-added, stamp, conveyance, filing and all other similar Taxes with respect to the Transactions.

“Transition Services Agreement” means the Transition Services Agreement to be executed by the executed by the parties thereto on the Closing Date, substantially in the form attached as Exhibit F, which form shall be further negotiated in good faith by Subscriber and the Company between the date hereof and the Closing Date.

“Treasury Regulation” means a United States Treasury regulation promulgated under the Code. 

“U.S.” means United States of America.

“Underwater Company Warrant” means any Company Warrant that is unexercised as of the Closing Date and has an exercise price per share of Company Common Stock subject to such Company Warrant equal to or greater than $10.

“Volume Weighted Average Price” or “VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on Nasdaq during the period beginning at 9:30:01 a.m., New York time (or such other time as the trading market on which the Company Common Stock is then listed or quoted publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the trading market on which the Company Common Stock is then listed or quoted publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time as the trading market on which the Company Common Stock is then listed or quoted publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the trading market on which the Company Common Stock is then listed or quoted publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets” by OTC Markets LLC. If the Volume Weighted Average Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Volume Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the Company and Subscriber.

“Willful Breach” means a material breach that is a consequence of an intentional act or intentional failure to act undertaken by the breaching Party with the actual knowledge that the taking of, or failure to take, such act would cause or constitute or would reasonably be expected to cause or constitute a material breach of this Agreement.

The following terms have the meanings set forth in the Sections set forth below:

ARTICLE II

Subscription and Contribution; Closing

Subject to the terms and conditions of this Agreement, the consummation of the sale and purchase of the Company Consideration Shares and the Orion+ Contracts and the assumption of the Assumed Liabilities (all as contemplated herein, the “Closing”) shall take place remotely via electronic exchange of executed documents and other deliverables through electronic transmission in portable document format, commencing at 10:00 a.m. New York time on the fourteenth (14th) Business Day following the first day on which the last of the conditions to the obligations of the Parties set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Law) waiver of such conditions at Closing) are satisfied or (to the extent permitted by applicable Law) waived, or at such other place or at such other time or on such other date as the Parties may mutually agree upon in writing (the day on which the Closing takes place being the “Closing Date”).

At the Closing:

Notwithstanding the foregoing, if between the date of this Agreement and the Closing Date the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any share dividend, subdivision, reclassification, recapitalization, share split, combination, consolidation, exchange or readjustment of shares, or any other similar event shall have occurred, then the Subscriber Company Shares and the Company Consideration Shares and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to provide the same economic effect as contemplated by this Agreement prior to any such event.

ARTICLE III

Representations and Warranties of the Company

The Company hereby represents and warrants to Subscriber that the statements contained in this Article III are true and correct except (a) as disclosed in the reports, statements, schedules and other documents filed or furnished by the Company with the SEC and publicly available at least one Business Day prior to the date of this Agreement (the “Company SEC Documents”) (other than any disclosures contained in such Company SEC Documents (i) in any “risk factors” section, (ii) in any section related to forward-looking statements, or (iii) in other disclosure statements included therein that are cautionary, predictive or forward-looking in nature, in each case, except to the extent such disclosures were statements of historical fact at the time made); or (b) as set forth in the corresponding section of the disclosure schedules delivered by the Company to Subscriber on the date of this Agreement (it being understood that the disclosure of any information in a particular section of Article III of the Company Disclosure Schedules shall be deemed a disclosure of such information with respect to any other section or subsection of Article III to which the relevance of such information is reasonably apparent on its face and appropriately cross-referenced to any other applicable section or subsection of Article III) (the “Company Disclosure Schedules”):

All material Personal Property which is currently owned, used or leased by the Company or any of its Subsidiaries is in good operating condition and repair (reasonable wear and tear excepted consistent with the age of such items), and is suitable for its intended use in the business of the Company or its Subsidiaries. The operation of the Company’s or its Subsidiaries’ businesses as it is currently conducted is not dependent upon the right to use the Personal Property of Persons other than the Company or its Subsidiaries, except for such Personal Property that is owned, leased or licensed by, or otherwise contracted to, the Company or one of its Subsidiaries. The Company has made available to Subscriber a true, correct and complete copy of each of material Personal Property Lease. The Personal Property Leases are valid, binding and enforceable in accordance with their terms and are in full force and effect, subject to the Bankruptcy and Equity Exceptions. To the Knowledge of the Company, no event or circumstance has occurred which (with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default on the part of the Company or any of its Subsidiaries or any other party under any of the Personal Property Leases, and none of the Company or any of its Subsidiaries has received notice of any such condition.

Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, there are no pending or, to the Knowledge of the Company, threatened Proceedings by or against or otherwise affecting the Company or any of its Subsidiaries or any of their assets or properties, including any condemnation or similar Proceedings, and no such Proceeding has been brought or, to the Knowledge of the Company, threatened in the past three (3) years. None of the Company or any of its Subsidiaries, nor any property, asset or business of the Company or any of its Subsidiaries, is subject to any material pending or outstanding Orders. There is no unsatisfied judgment or any open injunction binding upon the Company or any of its Subsidiaries which, individually or in the aggregate, has or would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or prevent or materially impair or materially delay the ability of the Company to consummate the Transactions. In the past five (5) years, none of the current or former officers, senior management or directors of the Company or any of its Subsidiaries have been charged with, indicted for, arrested for, or convicted of any felony or any crime involving fraud.

There is no financial advisor, investment banker, broker, finder or, agent or other Person that has been retained by or is authorized to act on behalf of the Company or any of its Subsidiaries who is entitled to any financial advisor’s, investment banking, brokerage, finder’s or other similar fee or commission in connection with the Transactions.

The Company and its Subsidiaries have all material policies of insurance covering the Company and its Subsidiaries and any of their respective employees, properties or assets, including policies of life, property, fire, workers’ compensation, products liability, directors’ and officers’ liability and other casualty and liability insurance, which is customarily carried by Persons conducting business similar to that of the Company and its Subsidiaries. Each such insurance policy is in full force and effect, all premiums are currently paid in accordance with the terms of such policy and the Company and its Subsidiaries are otherwise in material compliance with the terms of such insurance policies. During the twelve (12) months immediately prior to the date hereof, none of the Company or any of its Subsidiaries has received any written notice that any such policy will be cancelled or will not be renewed. Each of the Company and its Subsidiaries has reported to its insurers all claims and pending circumstances that would reasonably be expected to result in a claim, except where such failure to report such a claim would not be reasonably likely to be material to the Company and its Subsidiaries, taken as a whole. To the Knowledge of the Company, no event has occurred, and no condition or circumstance exists, that would reasonably be expected to (with or without notice or lapse of time or both) give rise to or serve as a basis for the denial of any such insurance claim. None of the Company or any of its Subsidiaries has made any material claim against an insurance policy as to which the insurer is denying coverage.

Section 3.22 of the Company Disclosure Schedules sets forth a true, correct and complete list of all services provided within the last twelve (12) months to the Company and its Subsidiaries by Related Parties and by the Company and its Subsidiaries to Related Parties other than in the ordinary course of business consistent with past practice, and the charges assessed for all services provided during such time, other than pursuant to employment Contracts. Except for employment agreements or the Governing Documents of the Company and its Subsidiaries, there are no loans, leases, commitments, guarantees, agreements or other transactions or Contracts between or among the Company or any of its Subsidiaries, on the one hand, and any Related Party, on the other hand, and no Related Party owns any real property or material Personal Property, or material right, tangible or intangible (including Intellectual Property) which is used in the business of the Company or any of its Subsidiaries.

Section 3.23 of the Company Disclosure Schedules sets forth a true, correct and complete list of the Top Vendors. The relationships of the Company and its Subsidiaries with the Top Vendors are good commercial working relationships and (a) no Top Vendor within the last twelve (12) months (the “Relevant Period”) has cancelled or otherwise terminated, or, to the Knowledge of the Company, intends to cancel or otherwise terminate, any material relationships of such Person with the Company or any of its Subsidiaries, (b) no Top Vendor has during the Relevant Period decreased materially or, to the Knowledge of the Company, threatened to stop, decrease or limit materially, or intends to modify materially its relationships with the Company or any of its Subsidiaries or intends to stop, decrease or limit materially its products or services to the Company or any of its Subsidiaries, (c) none of the Company or any of its Subsidiaries has since January 1, 2020 been engaged in any material dispute with any Top Vendor, and (d) to the Knowledge of the Company, the consummation of the Transactions will not adversely affect the relationship of the Company or any of its Subsidiaries with any Top Vendor.

Section 3.24 of the Company Disclosure Schedules sets forth a true, correct and complete list of the Top Customers. The relationships of the Company and its Subsidiaries with the Top Customers are good commercial working relationships and (a) no Top Customer within the Relevant Period has cancelled or otherwise terminated, or, to the Knowledge of the Company, intends to cancel or otherwise terminate, any material relationships of such Person with the Company or any of its Subsidiaries, (b) no Top Customer has during the Relevant Period decreased materially or, to the Knowledge of the Company, threatened to stop, decrease or limit materially, or intends to modify materially its relationships with the Company or any of its Subsidiaries or intends to stop, decrease or limit materially its products or services to the Company or any of its Subsidiaries, (c) none of the Company or any of its Subsidiaries has since January 1, 2020 been engaged in any material dispute with any Top Customer, and (d) to the Knowledge of the Company, the consummation of the Transactions will not adversely affect the relationship of the Company or any of its Subsidiaries with any Top Customer.

Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have sole and exclusive, good, marketable and valid title to or, in the case of leased or subleased assets, a valid and enforceable leasehold interest in, or, in the case of licensed assets, a valid license in, all of its assets, properties, rights and interests (whether real, personal, tangible or intangible) free and clear of all Encumbrances (other than Permitted Encumbrances). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the assets (including Intellectual Property rights and contractual rights) of the Company and its Subsidiaries constitute all of the assets, rights and properties that are used in the operation of the businesses of the Company and its Subsidiaries as it is currently conducted or that are used or held by the Company or any of its Subsidiaries for use in the operation of the businesses of the Company and its Subsidiaries, and taken together, are adequate and sufficient for the operation of the businesses of the Company and its Subsidiaries as currently conducted.

Neither the Company, nor any of its Subsidiaries or Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D promulgated under the Securities Act) in connection with the offer or sale of the Subscriber Company Shares or the Company Consideration Shares. Neither the Company nor any of its Subsidiaries has engaged any agent in connection with the offer or sale of the Subscriber Company Shares or the Company Consideration Shares.

None of the Company, its Subsidiaries or any of their Affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Subscriber Company Shares or the Company Consideration Shares under the Securities Act, whether through integration with prior offerings or otherwise, or cause this offering of the Subscriber Company Shares or the Company Consideration Shares to require approval of shareholders of the Company for purposes of the Securities Act or under any applicable shareholders approval provisions, including under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their Affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of the Subscriber Company Shares or the Company Consideration Shares to Subscriber under the Securities Act or cause the offering of any of the Subscriber Company Shares or the Company Consideration Shares to be integrated with other offerings of securities of the Company.

The Company is not a party to, nor is it currently contemplating, any shareholder rights plan or “poison pill” agreement. There is no “interested shareholder,” “fair price,” “moratorium,” “control share acquisition,” “supermajority,” “affiliate transaction,” “business combination statute or regulation” or other anti-takeover or similar statute or regulation enacted under any federal, state, local or foreign Laws applicable to the Company, or any takeover-related provision in the Governing Documents of the Company or any of its Subsidiaries, or any shareholder rights plan or similar agreement applicable to Subscriber, this Agreement or the Transactions.

THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY IN THIS ARTICLE III ARE THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES NOR ANY OTHER PERSON ON BEHALF OF THE COMPANY OR ANY OF ITS SUBSIDIARIES HAS MADE OR MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE COMPANY AND ITS SUBSIDIARIES TO THE OTHER PARTIES OR THEIR RESPECTIVE AFFILIATES AND EXPRESSLY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. IN PARTICULAR, WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES NOR ANY OTHER PERSON MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY TO THE OTHER PARTIES HERETO WITH RESPECT TO (A) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR PROSPECT INFORMATION RELATING TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR (B) ANY ORAL OR, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY IN THIS ARTICLE III, WRITTEN INFORMATION MADE AVAILABLE TO THE OTHER PARTIES HERETO IN THE COURSE OF THEIR EVALUATION OF THE COMPANY (INCLUDING IN ANY “DATA ROOMS” OR “VIRTUAL DATA ROOMS,” MANAGEMENT PRESENTATION OR IN ANY OTHER FORM), THE NEGOTIATION OF THIS AGREEMENT OR IN THE COURSE OF THE TRANSACTIONS. NOTWITHSTANDING THE FOREGOING, THIS SECTION 3.30 SHALL NOT AFFECT ANY REPRESENTATIONS OR WARRANTIES MADE BY THE COMPANY IN ANY OTHER TRANSACTION DOCUMENT, WHICH SHALL BE GOVERNED BY SUCH TRANSACTION DOCUMENT. THE COMPANY REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY OF SUBSCRIBER NOT SET FORTH IN ARTICLE IV OF THIS AGREEMENT.

ARTICLE IV

Representations and Warranties of Subscriber

Subscriber hereby represents and warrants to the Company that the statements contained in this Article IV are true and correct, except as set forth in the corresponding section of the disclosure schedules delivered by Subscriber to the Company on the date of this Agreement (it being understood that the disclosure of any information in a particular section of Article IV of the Subscriber Disclosure Schedules shall be deemed a disclosure of such information with respect to any other section or subsection of Article IV to which the relevance of such information is reasonably apparent on its face and appropriately cross-referenced to any other applicable section or subsection of Article IV (the “Subscriber Disclosure Schedules”).

There is no financial advisor, investment banker, broker, finder or, agent or other Person that has been retained by or is authorized to act on behalf of Subscriber or any of its Affiliates who is entitled to any financial advisor’s, investment banking, brokerage, finder’s or other similar fee or commission in connection with the Transactions.

Subscriber is acquiring the Company Consideration Shares (or, as applicable, the Subscriber Company Shares) solely for its own account for the purpose of investment and not with a view to, or for resale in connection with, the public sale or distribution thereof in violation of any applicable Law (including the Securities Act); provided, however, that by making the representations herein, Subscriber does not agree to hold the Company Consideration Shares (or, as applicable, the Subscriber Company Shares) for any minimum or other specific term and reserves the right to dispose of all or any part of the Company Consideration Shares (or, as applicable, the Subscriber Company Shares) at any time in accordance with or pursuant to a registration statement or an exemption from registration under the Securities Act. Subscriber acknowledges that the Company Consideration Shares (or, as applicable, the Subscriber Company Shares) have not been registered under the Securities Act or under other applicable Law and that the Company Consideration Shares (or, as applicable, the Subscriber Company Shares) will bear a legend restricting transfer except in compliance with the Securities Act and other applicable Law, and that the Company Consideration Shares (or, as applicable, the Subscriber Company Shares) may not be transferred or sold except in accordance with the registration requirements of the Securities Act and other applicable Law, or pursuant to an applicable exemption therefrom. Subscriber (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters (including the industries and businesses in which the Company operates) so as to be capable of evaluating the merits and risks of its investment in the Company Consideration Shares (or, as applicable, the Subscriber Company Shares) and is capable of bearing the economic risks of such investment. Subscriber is an “accredited investor” as defined in Rule 501(a) under the Securities Act. In making the decision to enter into this Agreement and to consummate the Transactions, Subscriber has relied solely on its own independent investigations, analyses and evaluations of the Company, and the representations, warranties, covenants and agreements of the Company set forth in this Agreement.

THE REPRESENTATIONS AND WARRANTIES MADE BY SUBSCRIBER IN THIS ARTICLE IV ARE THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY SUBSCRIBER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV, NEITHER SUBSCRIBER NOR ANY OF ITS AFFILIATES NOR ANY OTHER PERSON ON BEHALF OF SUBSCRIBER OR ANY OF ITS AFFILIATES HAS MADE OR MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING SUBSCRIBER AND ITS AFFILIATES TO THE OTHER PARTIES OR THEIR RESPECTIVE AFFILIATES AND EXPRESSLY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. IN PARTICULAR, WITHOUT LIMITING THE FOREGOING, NEITHER SUBSCRIBER NOR ANY OF ITS AFFILIATES NOR ANY OTHER PERSON MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY TO THE OTHER PARTIES HERETO WITH RESPECT TO (A) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR PROSPECT INFORMATION RELATING TO SUBSCRIBER OR ANY OF ITS AFFILIATES OR (B) ANY ORAL OR, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE BY SUBSCRIBER IN THIS ARTICLE IV, WRITTEN INFORMATION MADE AVAILABLE TO THE OTHER PARTIES HERETO IN THE COURSE OF THEIR EVALUATION OF THE TRANSACTIONS (INCLUDING IN ANY “DATA ROOMS” OR “VIRTUAL DATA ROOMS,” MANAGEMENT PRESENTATION OR IN ANY OTHER FORM), THE NEGOTIATION OF THIS AGREEMENT OR IN THE COURSE OF THE TRANSACTIONS. NOTWITHSTANDING THE FOREGOING, THIS SECTION 4.06 SHALL NOT AFFECT ANY REPRESENTATIONS OR WARRANTIES MADE BY SUBSCRIBER IN ANY OTHER TRANSACTION DOCUMENT, WHICH SHALL BE GOVERNED BY SUCH TRANSACTION DOCUMENT. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV, THE ORION+ CONTRACTS ARE BEING SOLD ON AN “AS IS” BASIS AS OF THE CLOSING IN THEIR CONDITION AS OF CLOSING WITH “ALL FAULTS” AND NONE OF SUBSCRIBER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKE OR HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF ANY OF THE ORION+ CONTRACTS OR THE ASSUMED LIABILITIES OR THE TRANSACTIONS. SUBSCRIBER REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY OF THE COMPANY NOT SET FORTH IN ARTICLE III OF THIS AGREEMENT.

ARTICLE V

Covenants

From and after the date hereof until the Closing, the Company shall, and shall cause each of its Subsidiaries to, afford to Subscriber and to its Representatives reasonable access, upon reasonable advance notice, to all their respective properties, books, Contracts, loan tapes, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish reasonably promptly to Subscriber (a) to the extent not publicly available, a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws or commission actions and (b) all other information concerning its business, assets, records, properties, Taxes, Tax Returns, and personnel as Subscriber may reasonably request (in each case, in a manner not to unreasonably interfere with the normal business operations of the Company or any Subsidiary of the Company); provided, however, that the Company shall not be required to permit such access or make such disclosure, to the extent it determines, after consultation with counsel, that such disclosure or access would reasonably be likely to (i) violate the terms of any confidentiality agreement or other Contract with a third party (provided that the Company shall use its commercially reasonable efforts to obtain the required consent or waiver of such third party to such access or disclosure, but in no event shall the Company be obligated to pay any amount of money to any Person to obtain the required consent of such third party to such access or disclosure); (ii) result in the loss of any attorney-client privilege (provided that the Company shall use its commercially reasonable efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege); or (iii) violate any applicable Law (provided that the Company shall use its commercially reasonable efforts to provide such access or make such disclosure in a manner that does not violate Law). All information exchanged pursuant to this Section 5.02 shall be subject to the Confidentiality Agreement.

5.03 Confidentiality

The provisions of the Confidentiality Agreement, to the extent not inconsistent with the express terms of this Agreement, are hereby ratified, confirmed and agreed to as though fully set forth herein. The Confidentiality Agreement shall remain in effect until the Closing, at which point it shall terminate effective as of the Closing. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. Notwithstanding the termination of the Confidentiality Agreement at the Closing, from and after the Closing, the Company shall hold, and shall cause its Subsidiaries and Representatives to hold, in strict confidence (and not disclose, use or provide access to any Person to), all non-public documents and non-public information concerning Subscriber or any of its Affiliates; provided that nothing in this Section 5.03 shall limit the disclosure of any documents or information (i) to the extent required by applicable Law (provided that the Company agrees to give Subscriber prior notice of such disclosure, unless prohibited by applicable Law) or (ii) to the extent reasonably necessary to enforce the Parties’ respective rights under this Agreement or any Transaction Document.

Except for any separate or joint press releases to be issued by the Parties in the forms agreed by the Parties (or any public statement or disclosure that is consistent in all material respects with, and does not contain any information in addition to information contained in, prior press releases or other public disclosures made in accordance with this Section 5.04), none of the Parties shall, and each Party shall cause its Subsidiaries to not, issue any press release or otherwise make any public statements or disclosure with respect to the Transactions without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the forgoing, the Parties shall be entitled to make such public statement or disclosure to the extent required by applicable Law, any Governmental Authority or the rules of any stock exchange (in which case each Party shall, to the extent practicable, consult with each other as to the timing and contents of any such public statement or disclosure).

Subject to entry into a customary joint defense agreement, the Company shall give Subscriber the opportunity to consult with the Company and participate in the defense or settlement of any shareholder litigation against the Company, any Subsidiary of the Company and/or their respective directors or officers (the “Company Parties”) relating to this Agreement, the Transaction Documents or the Transactions (“Transaction Litigation”). The Company shall promptly notify Subscriber in writing of any such shareholder litigation, and shall keep Subscriber reasonably informed with respect to the status thereof, including by promptly informing and providing copies to Subscriber of all Proceedings (including copies of all pleadings with respect thereto) and material correspondence relating to such shareholder litigation. None of the Company, any Subsidiary of the Company or any Representative of the Company shall compromise, settle or come to an arrangement regarding any such shareholder litigation, in each case unless Subscriber shall have consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

The Company shall as promptly as practicable following the date of this Agreement file with Nasdaq a listing of additional shares application covering the aggregate number of the Company Consideration Shares (including the Subscriber Company Shares, as applicable) such as to cause them, when issued, to be listed on Nasdaq.

From the date of this Agreement until the Closing and subject to Section 5.05, each of the Parties shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain all necessary consents required to be obtained by the such Party and any of its Subsidiaries or Affiliates from third parties in connection with the Transactions, including, in the case of the Company, the third party consents listed in Section 5.08 of the Company Disclosure Schedules and, in the case of Subscriber, the third party consents listed in Section 5.08 of the Subscriber Disclosure Schedules. Each Party shall, and shall cause its Subsidiaries and Affiliates to, consult with the other Party in connection with obtaining such consents and provide the other Party the opportunity to review and comment on the form of such consents and notices within a reasonable period of time prior to distribution to such third parties. No Party shall accept or agree to any consent conditioned on the undertaking of any obligations by such Party, its Subsidiaries or its Affiliates (whether in the form of payment, non-monetary consideration, a guarantee, any other agreements or otherwise) without the prior written consent of the other Party.

From time to time, upon the reasonable request of any Party, the requested Party shall, as promptly as reasonably practicable and at the requesting Party’s expense, execute and deliver, or cause to be executed and delivered, all such further documents and instruments and shall take, or cause to be taken, all such further or other actions, as may reasonably be required to effect this Agreement and the Transactions.

The Company and the Company Board shall (a) grant such approvals and take all actions necessary to ensure that no takeover statute or similar statute or regulation is or becomes applicable to this Agreement and the Transactions and (b) if any takeover statute or similar statute or regulation becomes applicable to this Agreement or any Transactions, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Transactions.

The Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the transfer of any or all of the Orion+ Contracts to the Company.

From the date of this Agreement until the Closing, subject to applicable Law, each Party shall give prompt notice to the other Party of (a) the occurrence or non-occurrence of any event whose occurrence or non-occurrence, as the case may be, would reasonably be expected to cause any conditions set forth in Section 7.01 or Section 7.02 with respect to the Company or Section 7.01 or Section 7.03 with respect to Subscriber to not to be satisfied at any time from the date of this Agreement to the Closing, (b) any notice or other communication received by a Party from any Governmental Authority in connection with this Agreement, the Transaction Documents or the Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, (c) in the case of the Company, any notice or other communication received by the Company from Nasdaq or any other Governmental Authority relating to its listing with Nasdaq (or any other securities market) or its registration under the Exchange Act, and (d) any claims, investigations or Proceedings commenced or, to such party’s knowledge, threatened in writing against, relating to or involving or otherwise affecting, in the case of the Company, the Company or any of its Subsidiaries or, in the case of Subscriber, the business of Orion+ or the Orion+ Contracts, in each case, that relate to this Agreement, the Transaction Documents or the Transactions. Notwithstanding anything in this Agreement to the contrary, no such notification (or failure thereof) shall affect the representations, warranties, covenants or agreements of the Parties hereto or the conditions to the obligations of the Parties hereunder.

At or prior to the Closing, the Company and each Subsidiary of the Company shall deliver, or cause to be delivered, to Subscriber written resignation and release letters, effective as of immediately prior to the Closing, of each of the directors of the Company and its Subsidiaries requested by Subscriber in writing at least five (5) Business Days prior to the Closing, effectuating his or her resignation from such position as a member of the Company Board (or equivalent governing body) or a member of any committee of the Company Board (or equivalent governing body).

Prior to the Closing, the Company shall take all actions necessary to cause the actions set forth in Section 5.14 of the Company Disclosure Schedules to be taken prior to the Closing Date. The Company shall consult with Subscriber and keep Subscriber reasonably informed of the progress of such actions, including by providing Subscriber with copies of all relevant resolutions of the Company Board effectuating such actions, as promptly as practicable following any meeting thereof.

From and after the date hereof until the Closing, the Company shall (a) take all actions necessary to cause the authorized share capital of the Company to include at all times a sufficient number of authorized but unissued Company Common Stock to satisfy the Company’s obligations to issue, allot, transfer and deliver to Subscriber the Company Consideration Shares in accordance with the terms of this Agreement, and (b) not effect any voluntary deregistration under the Exchange Act or any voluntary delisting with Nasdaq in respect of the Company Common Stock without the prior written consent of Subscriber.

Following the date hereof, (a) the Parties shall negotiate in good faith a warrant purchase agreement and the related warrant agreement to govern the terms on which Subscriber will agree to purchase on the Closing Date from the Company at a price equal to the VWAP of the Company’s Public Warrants for the fifteen (15)-day period immediately preceding the Closing Date a number of warrants that will each entitle Subscriber to purchase one share of Company Common Stock for $11.50 per share that is sufficient to enable Subscriber upon exercise of such warrants to maintain a percentage ownership of the Fully Diluted Outstanding Shares (which solely for purposes of this Section 5.18 shall be calculated assuming the exercise of all outstanding Company Warrants) equal to Subscriber’s percentage ownership of the Fully Diluted Outstanding Shares immediately following the Closing (such warrant purchase agreement and warrant agreement, collectively, the “Warrant Agreements”), and (b) if the number of Company Warrants outstanding as of the Closing Date would result upon exercise of all Company Warrants in Subscriber owning less than fifty one (51%) percent of the Fully Diluted Outstanding Shares (which solely for purposes of this Section 5.18 shall be calculated assuming the exercise of all outstanding Company Warrants), then the Company shall enter into the Warrant Agreements at Closing. The Parties agree that the Warrant Agreements shall be prepared based on the form of the Private Placement Warrant Purchase Agreement and Warrant Agreement attached as Exhibit H and with such modifications, amendments or supplements (i) as may be necessary to comply with applicable Laws, (ii) as may be necessary for the terms of the Warrant Agreements to be consistent with the terms of this Agreement or (iii) as may be otherwise reasonably agreed to by Subscriber and the Company.

ARTICLE VI

Tax Matters

Any and all Transfer Taxes shall be paid one-half by the Company and one-half by Subscriber. The Party required by Law to file a Tax Return related to a Transfer Tax shall timely file such Tax Return. The Parties shall use commercially reasonable efforts to cooperate and timely prepare any Tax Returns relating to such Transfer Taxes, including any claim for exemption or exclusion from the application or imposition of any Transfer Taxes. The Party that files such Tax Return shall furnish to the other Party (“Non-Filing Party”) a copy of any such Tax Return and a copy of a receipt, if applicable, showing payment of any such Transfer Taxes within ten (10) Business Days after filing the relevant Tax Return. The Non-Filing Party shall reimburse the filing Party for its share of any Transfer Taxes within five (5) Business Days of receipt of the relevant Tax Return.

ARTICLE VII

Conditions to Closing

ARTICLE VIII

Termination

This Agreement may be terminated at any time prior to the Closing:

ARTICLE IX

Miscellaneous Provisions

The Parties agree that (a) other than with respect to Willful Breach or Fraud, none of the covenants or agreements of the Parties, and (b) none of the representations or warranties of the Parties, in each case, contained in this Agreement or in any certificate delivered pursuant to this Agreement by or on behalf of any Party shall survive the Closing, except to the extent those covenants and agreements contained herein and therein that by their terms contemplate performance in whole or in part at or after the Closing, which covenants or agreements shall survive in accordance with their respective terms.

This Agreement may not be amended or modified except by an instrument in writing signed on behalf of each of the Parties. Each Party may (a) extend the time for performance of any of the obligations or other acts of the other Party, (b) waive any inaccuracies in the representations and warranties of the other Party contained in this Agreement, or (c) waive compliance with any of the covenants or conditions for the benefit of such Party contained in this Agreement; provided that (i) any such extension or waiver by a Party will be valid only if set forth in a written document signed on behalf of the Party against whom such extension or waiver is to be effective; (ii) no extension or waiver will apply to any time for performance, inaccuracy in any representation or warranty or noncompliance with any covenant or condition, as the case may be, other than that which is specified in the written extension or waiver and (iii) no failure or delay by a Party in exercising any right or remedy under this Agreement or any of the documents delivered pursuant to this Agreement, and no course of dealing between the Parties, operates as a waiver of such right or remedy, and no single or partial exercise of any such right or remedy precludes any other or further exercise of such right or remedy or the exercise of any other right or remedy.

This Agreement and the rights and obligations hereunder may not be assigned, delegated or otherwise transferred by any Party (whether by operation of Law or otherwise) without the prior written consent of the other Party; provided that Subscriber may assign, without the prior consent of the other Parties, all or any of its rights and obligations hereunder to any Affiliate of Subscriber so long as Subscriber continues to remain liable for all of such obligations as if no such assignment had occurred. Any attempted assignment in violation of this Section 9.03 shall be null and void and of no effect.

This Agreement shall be binding upon and inure solely and exclusively to the benefit of the Parties and their successors and permitted assigns, and nothing herein expressed or implied shall give, or be construed to give, to any Person, other than (a) the Parties and such successors and permitted assigns and (b) as expressly set forth in Section 5.17, any legal or equitable right, benefit, remedies or claims of any nature whatsoever under or with respect to this Agreement or any provisions hereof.

Except as otherwise provided in this Agreement, all fees, costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the Transactions shall be paid by the Party incurring such fees, costs or expenses, whether or not such Transactions are consummated.

All notices, consents, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand, (b) when received by the addressee if sent by an internationally recognized courier (receipt requested), or (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.06):

Anghami Inc.

122-16th Floor, Al-Khatem Tower

WeWork Hub71Abu Dhabi Global Market Square

Al Maryah Island, Abu Dhabi

United Arab Emirates Attention: Elias Habib

E-mail: [***]

with a copy (which shall not constitute notice) to:

Norton Rose Fulbright US LLP

2200 Ross Avenue, Suite 3600

Dallas, Texas 75201

Attention: Blake Redwine, Esq. and Ayse Yüksel Mahfoud, Esq.

E-mail:  blake.redwine@nortonrosefulbright.com

ayse.yuksel@nortonrosefulbright.com

Orionplus 2

OSN Building, Dubai Media City

Dubai UAE

Attention: General Counsel

E-mail: [***]

with a copy (which shall not constitute notice) to:

Freshfields Bruckhaus Deringer US LLP

601 Lexington Avenue, 31st Floor

New York, NY 10022

Attention: Paul K. Humphreys, Esq.

E-mail: Paul.Humphreys@freshfields.com

This Agreement (including all Exhibits, Schedules and Annexes to this Agreement and the Company Disclosure Schedules and any schedule or annex thereto) and the Transaction Documents (together with any joinders or other agreements entered into in connection therewith), contain the entire agreement and understanding between the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings (whether oral or written) between the Parties and their respective Affiliates with respect to the subject matter hereof and thereof. The Parties, on their own behalf and on behalf of their Affiliates, agree that the Standstill Agreement shall immediately terminate effective as of the date hereof and be of no further force or effect.

If any term or other provision of this Agreement (or any portion thereof) or the application of any such term or provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a Governmental Authority of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision hereof (or the remaining portion thereof) or the application of such term provision to any other Persons or circumstances which shall remain in full force and effect so long as either the economic or legal substance of the Transactions is not affected in any manner adverse to any Party or such Party waives its rights under this Section 9.08 with respect thereto. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to replace such invalid, illegal or unenforceable term or provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of such invalid, illegal or unenforceable provision.

The Parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement, including the right of a Party to cause the other Parties to consummate the Transactions, in each case, without proof of actual damages (and each Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at Law or in equity. The Parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach.

This Agreement and all Proceedings (whether based on contract, tort or otherwise) arising out of or relating to this Agreement, the Transactions or the actions of Subscriber or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with, the internal Laws of the State of New York, without giving effect to any choice or conflict of laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York.

EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION CONTEMPLATED BY THIS AGREEMENT. EACH PARTY: (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.12.

This Agreement may be executed and delivered (including by portable document format (PDF) transmission) in any number of counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same instrument.

Except as expressly set forth in the Confidentiality Agreement or the Transaction Documents, all causes of action or Proceedings (whether in contract or in tort, in equity or at Law, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, preparation, execution, delivery, performance or breach of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be brought only against (and are those solely of) the Persons that are expressly identified as Parties in the preamble of this Agreement (each, a “Contracting Party”). No Person who is not a Contracting Party, including any past, present or future direct or indirect equity holder or Representative of such Contracting Party or any Representative of any of the foregoing (the “Non-Recourse Party”), shall have any Liability or other obligation (whether in contract or in tort, in equity or at Law, or granted by statute) for any cause of action or Proceeding arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, preparation, execution, delivery, performance, or breach (except as expressly set forth in the Confidentiality Agreement or the Transaction Documents); and, to the maximum extent permitted by applicable Law, each Contracting Party hereby waives and releases all such causes of action and Proceedings against any such Non-Recourse Party. Without limiting the generality of the foregoing, to the maximum extent permitted by applicable Law, (a) each Contracting Party hereby waives and releases any and all causes of action or Proceedings that may otherwise be brought in equity or at Law, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability or other obligation of any Contracting Party on any Non-Recourse Party, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Non-Recourse Party with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding the foregoing, nothing in this Section 9.14 shall waive or release any Liability, obligation, cause of action or Proceeding under, or preclude any party to the Confidentiality Agreement or any Transaction Document from making any claim under, the Confidentiality Agreement or any Transaction Documents, to the extent permitted therein and pursuant to the terms thereof (and subject to the applicable limitations set forth therein).

[Signature Page Follows]

IN WITNESS WHEREOF, each of the Company and Subscriber has caused this Agreement to be executed as of the date first written above by its respective officers thereunto duly authorized.

[Signature Page to Transaction Agreement]

Schedule B

Cash Contribution Amount 

[***]

Exhibit A

Form of Assignment and Assumption Agreement

[Omitted]

Exhibit B

Form of Orion+ Carriage Agreement”

[Omitted]

Exhibit C

Form of Shared Services Agreement

[Omitted]

Exhibit D

Form of Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT

BY AND BETWEEN

ORIONPLUS2

and

ANGHAMI INC.

Dated as of [●]

TABLE OF CONTENTS

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of [●] (this “Agreement”) by and between Orionplus2, an exempted company incorporated in the Cayman Islands with limited liability, with registration No. 404857, whose registered office is at PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (“Subscriber”) and Anghami Inc., an exempted company incorporated in the Cayman Islands with limited liability, with registration No. 372207, whose registered office is at PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (the “Company”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Transaction Agreement.

WHEREAS, prior to the execution of this Agreement, the Company and Subscriber entered into that certain Transaction Agreement, dated as of 21 November 2023 (the “Transaction Agreement”), pursuant to which, among other things, Subscriber will acquire from the Company the Company Consideration Shares, all upon the terms and subject to the conditions set forth in the Transaction Agreement; and

WHEREAS, in connection with the closing of the transactions contemplated by the Transaction Agreement, the Company and Subscriber desire to enter into this Agreement to, among other things, provide for the management and governance of the Company and set forth certain rights and obligations in respect of the Company Consideration Shares generally.

NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements, covenants, representations, and warranties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I DEFINITIONS

Section 1.01 Certain Defined Terms. For purposes of this Agreement, the following terms shall have the following meanings: 

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”) with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by Contract or otherwise. Notwithstanding the foregoing, no Person other than Panther Media Group Limited and its direct and indirect Subsidiaries shall be deemed an Affiliate of Subscriber.

“Agreement” shall have the meaning set forth in the Preamble.

“Beneficially Owned” or “Beneficial Owner” means to have “beneficial ownership” of any securities within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement.

“Blackout Period” shall have the meaning set forth in Section 4.03(b).

“Business Day” means a day, other than a Saturday or Sunday or other day on which commercial banks are authorized or required by applicable Law to close in Dubai, United Arab Emirates or New York City, New York.

“Business Plan” shall have the meaning set forth in Section 3.05.

“Chairman” means the chairperson of the Company Board.

“Commission” means the United States Securities and Exchange Commission or any successor agency.

“Company” shall have the meaning set forth in the Preamble.

“Company Board” means the board of directors of the Company.

“Demand Registration Statement” shall have the meaning set forth in Section 4.02.

“Demand Request” shall have the meaning set forth in Section 4.02.

“Director” means a member of the Company Board.

“Equity Issuance” means any issuance, sale or placement of any Ordinary Shares or other Equity Interests of the Company or any of its Subsidiaries, and any issuance, sale or placement of any other securities, including notes, debentures or other Indebtedness, of the Company or any of its Subsidiaries that are convertible or exchangeable into, or exercisable for, Ordinary Shares or other Equity Interests of the Company or any of its subsidiaries, other than securities issued (a) to managers, officers, Directors or employees of the Company or any of its Subsidiaries pursuant to an equity option, equity purchase or equity bonus plan, agreement or arrangement; provided, that any of the foregoing plans, agreements and arrangements are approved by the Company Board (or a duly authorized committee thereof), (b) in connection with any share split or share dividend (including dividends on preferred shares whether in the form of Ordinary Shares or preferred shares) paid on a proportionate basis to all holders of the affected class of share capital or recapitalization approved by the Company Board, (c) as consideration in any direct or indirect acquisition (of shares or assets) or business combination by the Company or any of its Subsidiaries whether by merger, asset purchase, share purchase or other reorganization, and (d) in connection with the issuance of Ordinary Shares upon conversion or exercise of the Company’s or any of its Subsidiaries’ notes, debentures or other Indebtedness or any outstanding warrants (in each case, existing as of the date of this Agreement) in accordance with the terms of such notes, debentures, other Indebtedness or warrants.

“Equity Issuance Price” means, with respect to any Equity Issuance, the same price per share offered to other investors in such Equity Issuance; provided that if such Equity Issuance is an Underwritten Offering, such price shall be the price offered to the public in such Underwritten Offering, net of any underwriters’ discounts or commissions applicable to such publicly offered shares so long as the Company is not required to pay any underwriters’ discounts or commissions with respect to any shares purchased by Subscriber.

“Exchange Act“ means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“F-3/S-3 Eligible” shall have the meaning set forth in Section 4.01.

“FINRA” means the Financial Industry Regulatory Authority.

“Freely Transferable” shall mean, with respect to the Ordinary Shares, the time at which (a) such Ordinary Shares may be sold to the public pursuant to Rule 144 by a Person that is not an “affiliate” (as defined in Rule 144) of the Company without regard to any of the conditions specified therein (other than the holding period requirement in paragraph (d) of Rule 144 so long as such holding period requirement is satisfied at such time of determination); and (b) either (i) such certificate for Ordinary Shares does not bear any restrictive legends relating to the Securities Act, or (ii) the Company has advised the holder of such Ordinary Shares that upon presentation of adequate proof of non-affiliate status, such legend would be removed.

“Indemnifying Party” shall have the meaning set forth in Section 7.03(a).

“Inspectors” shall have the meaning set forth in Section 4.07(a)(viii).

“Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act.

“Legacy Directors” means Elie Habib and Eddy Maroun.

“Losses” shall have the meaning set forth in Section 7.01.

“Maximum Number” shall have the meaning set forth in Section 4.05.

“Nasdaq” means the Nasdaq Stock Market LLC.

“Offering Expenses” shall have the meaning set forth in Section 4.08.

“Other Holder” shall have the meaning set forth in Section 4.05.

“Ordinary Shares” means the Company’s common ordinary shares with a per share par value of $0.0001.

“Parties” means the parties to this Agreement, together with such Persons who become a party to or bound by the provisions of this Agreement in accordance with the terms hereof (including pursuant to the execution of customary joinder documentation reasonably acceptable to Subscriber and the Company).

“Person” means any individual, corporation, partnership (exempt, general or limited), limited liability company, association, trust, joint venture or other entity or organization or any Governmental Authority.

“Piggyback Registration” shall have the meaning set forth in Section 4.04.

“Piggyback Request” shall have the meaning set forth in Section 4.04.

“Piggyback Securities” shall have the meaning set forth in Section 4.04.

“Pro Rata Portion” means, with respect to Subscriber and its Subsidiaries at a given time and with respect to a given Equity Issuance, a number of Ordinary Shares, other share capital or other securities of the Company to be issued, sold or placed in the Equity Issuance equal to the product of (a) the number of Ordinary Shares, other share capital or other securities proposed to be issued, sold or placed in the Equity Issuance, multiplied by (b) a fraction, the numerator of which is the aggregate number of Ordinary Shares immediately prior to the Equity Issuance, and the denominator of which is the aggregate number of Ordinary Shares outstanding immediately prior to the Equity Issuance, in each case calculated on a fully diluted basis.

“Proceeding” means any action, cause of action, bid protest, investigation, claim, hearing, lawsuit, arbitration, litigation, suit or other similar proceeding (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, and whether public or private), in each case, commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or arbitrator.

“Records” shall have the meaning set forth in Section 4.07(a)(viii).

“Registrable Securities” means any Ordinary Shares currently owned or hereafter acquired by Subscriber or its Affiliates. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (a) a registration statement registering such securities under the Securities Act has been declared effective and such securities have been sold or otherwise transferred by the holder thereof pursuant to such effective registration statement; (b) such securities are sold in accordance with Rule 144 (or any successor provision) promulgated under the Securities Act; (c) when such securities have become Freely Transferable; or (d) when such securities cease to be outstanding.

“Registration Expenses” shall have the meaning set forth in Section 4.08.

“Representatives” means, with respect to any Person, such Person’s directors, managers, officers, employees, agents, consultants or advisors (including attorneys, accountants, bankers and financial advisors).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Selling Holders” shall have the meaning set forth in Section 4.07(a)(i).

“Shareholder” means each holder of Ordinary Shares who becomes a party to or bound by the provisions of this Agreement in accordance with the terms hereof (including pursuant to the execution of customary joinder documentation reasonably acceptable to Subscriber and the Company).

“Subscriber” shall have the meaning set forth in the Preamble.

“Subsidiary” means, with respect to a Party, any Person of which (a) such Party or any other Subsidiary of such Party is a managing member or general partner, (b) at least a majority of the securities or other Equity Interests having by their terms ordinary voting power to elect a majority of the directors or others performing similar functions with respect to such Person is directly or indirectly owned or controlled by such Party or by any one or more of such Party’s Subsidiaries, or by such Party and one or more of its Subsidiaries or (c) at least a majority of the Equity Interests is directly or indirectly owned or controlled by such Party or by any one or more of such Party’s Subsidiaries, or by such Party and one or more of its Subsidiaries.

“Takedown Prospectus Supplement” shall have the meaning set forth in Section 4.01.

“Takedown Request” shall have the meaning set forth in Section 4.01.

“Transaction Agreement” shall have the meaning set forth in the Preamble.

“Underwriting Agreement” means any underwriting agreement between the Company and the underwriters named therein.

“Underwritten Offering” shall have the meaning set forth in Section 4.01.

“Votes” means the number of votes entitled to be cast generally in the election of Directors.

“Voting Power” means, as of any date of determination, the ratio, expressed as a percentage, of (a) the number of Votes underlying the Voting Securities Beneficially Owned by Subscriber and its Affiliates to (b) the aggregate Votes entitled to be cast by all holders of the then-outstanding Voting Securities.

“Voting Securities” means, together, (a) the Ordinary Shares and (b) any other class of share capital or other securities of the Company which may be issued and outstanding on or after the date hereof (other than the Ordinary Shares) that are entitled to vote generally in the election of Directors.

Section 1.02 Construction. For the purposes of this Agreement, unless expressly provided otherwise:

(a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

(b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

(c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d) references to any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including by succession of comparable successor Laws, and to any rules or regulations promulgated thereunder;

(e) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns;

(f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(g) all references herein to Articles, Sections, Exhibits, Schedules and Annexes shall be construed to refer to Articles, Sections of, Exhibits and Schedules and Annexes to, this Agreement;

(h) the headings, captions and table of contents for this Agreement are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement; (i) references in this Agreement to “extent” in the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if;”

(j) the use of “or” is not exclusive unless expressly indicated otherwise;

(k) references to the words “day” and “days” refer to calendar day(s);

(l) references to sums of money are expressed in the lawful currency of the United States of America, and “$”, “US$” and “Dollars” refer to U.S. Dollars; and

(m) if any period referred to herein expires on a day which is not a Business Day, or any event or condition is required by the terms of this Agreement to occur or be fulfilled (including the making of any payment required hereunder) on a day which is not a Business Day, such period shall expire on or such event or condition shall not be required to occur or be fulfilled until, as the case may be, the next succeeding Business Day.

Section 1.03 No Presumption. The Parties have participated jointly in the negotiation and drafting of this Agreement and each has been represented by counsel of its choosing. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

ARTICLE II REPRESENTATIONS AND WARRANTIES

Section 2.01 Representations and Warranties of the Company. The Company represents and warrants to Subscriber that as of the date hereof:

(a) The Company is duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands and has all necessary corporate power and authority to own, lease and operate its properties and to carry on its business as currently being conducted. The Company is qualified to do business and is in good standing in the jurisdictions in which the conduct of its business or locations of its assets or properties makes such qualification necessary, except where the failure to be so qualified to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(b) The Company has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder have been duly authorized and approved by all necessary corporate action and no other corporate action on the part of the Company (including any governing body, Shareholder or other equityholder of the Company) is necessary to authorize the execution and delivery by the Company of this Agreement or the performance by the Company of its obligations hereunder.

(c) This Agreement has duly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject in each case to the Bankruptcy and Equity Exceptions.

(d) The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder do not and will not (i) violate, conflict with or result in the breach of any provision of the Governing Documents of the Company; (ii) contravene, conflict with or violate any Law or Order applicable to the Company or by which the Company or any of the assets or properties of the Company is bound or subject; or (iii) violate, conflict with, result in any breach of, constitute a default (or an event which, with or without the giving of notice or lapse of time, or both, would become a default) under, or result in the loss of any right or benefit under, or result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on, require any consent, approval or waiver under, or give to others any rights of termination, amendment, acceleration or cancellation of, any Material Contract or Permit, except in the case of clauses (ii) and (iii) for any such breaches, defaults, rights or Encumbrances that have not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 2.02 Representations and Warranties of Subscriber. Subscriber represents and warrants to the Company that as of the date hereof:

(a) Subscriber is duly organized, validly existing and in good standing (to the extent such concept is recognized under applicable Law) under the Laws of the Cayman Islands and has all necessary corporate power and authority to own, lease and operate its properties and to carry on its business as currently being conducted.

(b) Subscriber has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Subscriber of this Agreement and the performance by Subscriber of its obligations hereunder have been duly authorized and approved by all necessary corporate action and no other corporate action on the part of Subscriber (including any governing body, shareholder or other equityholder of Subscriber) is necessary to authorize the execution and delivery by Subscriber of this Agreement or the performance by Subscriber of its obligations hereunder.

(c) This Agreement has been duly executed and delivered by Subscriber, constituting a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, subject in each case to the Bankruptcy and Equity Exceptions.

(d) The execution and delivery by Subscriber of this Agreement and the performance by Subscriber of its obligations do not and will not (i) violate, conflict with or result in the breach of any provision of the Governing Documents of Subscriber; (ii) contravene, conflict with or violate any Law or Order applicable to Subscriber or by which Subscriber or any of the assets or properties of Subscriber is bound or subject; or (iii) violate, conflict with, result in any breach of, constitute a default (or an event which, with or without the giving of notice or lapse of time, or both, would become a default) under, or result in the loss of any right or benefit under, or result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on, require any consent, approval or waiver under, or give to others any rights of termination, amendment, acceleration or cancellation of, any Material Contract or Permit of Subscriber, except in the case of clauses (ii) and (iii) for any such breaches, defaults, rights or Encumbrances that have not had, or would not reasonably be expected to have, individually or in the aggregate, a Subscriber Material Adverse Effect.

ARTICLE III CORPORATE GOVERNANCE

Section 3.01 Initial Company Board. As of immediately following the Closing Date, the Company Board shall initially have seven (7) Directors, comprised of four (4) individuals designated by Subscriber (which shall include the Chairman of the Company) (the “Subscriber Directors”), the Legacy Directors and one (1) individual designated by mutual agreement of the Company and Subscriber prior to the Closing Date, with Subscriber’s agreement not to be unreasonably withheld.

Section 3.02 Continued Board Representation.

(a) For so long as this Agreement is in effect, subject to Section 3.02(h), the Company and each Shareholder shall take all necessary actions within their respective control (including voting or causing to be voted all of the Voting Securities held of record by each Shareholder or Beneficially Owned by each Shareholder) so as to cause the following Directors to be appointed or elected to the Company Board (“Subscriber Designees”), and to cause such Directors to continue in office:

(i) a number of Subscriber Designees that is equal to at least a majority of the Company Board shall be individuals designated by Subscriber, for so long as Subscriber’s Voting Power is 50% or more; and

(ii) a number of Subscriber Designees that is equal to at least one Subscriber Designee shall be individuals designated by Subscriber, for so long as Subscriber’s Voting Power is at least 10%.

For the avoidance of doubt, nothing in this Section 3.02(a) shall limit in any way Subscriber’s rights to appoint or elect to the Company Board such number of Directors as Subscriber may be entitled to appoint or elect under the Governing Documents of the Company or applicable Law.

(b) Subscriber shall have the right to designate the Chairman of the Company.

(c) At the 2024 annual general meeting of Shareholders, the Company and each Shareholder shall take all necessary actions within their respective control (including voting or causing to be voted all of the Voting Securities held of record by each Shareholder or Beneficially Owned by each Shareholder) so as to cause each of the Legacy Directors to be appointed as a Director. The obligations of this Section 3.02(c) may not be repealed, amended or otherwise modified in any manner adverse to the Legacy Directors without the written consent of the Legacy Directors, except as required by applicable Law. Each of the Legacy Directors is intended to be a third-party beneficiary of this Section 3.02(c), with full rights of enforcement of this Section 3.02(c) as if a Party.

(d) Each Subscriber Designee and Legacy Director shall not be prohibited or disqualified from serving as a Director pursuant to any applicable rule or regulation of the SEC, Nasdaq or any other applicable stock exchange on which securities of the Company are listed or by applicable law.

(e) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any Director previously designated by Subscriber, (i) Subscriber shall have the right to promptly designate a replacement for such Director, and (ii) the Company shall take all necessary actions to cause the vacancy created thereby to be filled as promptly as possible by a new designee of Subscriber. The Company shall not take any action to remove from the Company Board any Director designated by Subscriber without the prior written consent of Subscriber, other than for cause.

(f) The Company shall include each Subscriber Designee in accordance with Section 3.02(a) in the Company’s slate of nominees for election to the Company Board (or if any such Subscriber Designee is not qualified, available, eligible or willing to stand for election or serve as a Director for any reason, then Subscriber shall have the right to appoint a replacement for such Subscriber Designee) for the applicable meeting of the Company’s Shareholders and shall take all necessary actions to cause the appointment of each such designee to the Company Board, including nominating, supporting and recommending that, and soliciting proxies from, the holders of Voting Securities to vote in favor of each of Subscriber Designee at any meeting of the Company’s Shareholders. Subscriber shall not be required to comply with the advance notice provisions generally applicable to the nomination of Directors by the Company.

(g) Neither the Company Board nor any committee thereof shall designate a Person as a nominee for election or appointment to the Company Board until Subscriber has been afforded the opportunity and reasonable time to exercise its rights to appoint the Subscriber Designees (or replacements thereof) in accordance with the terms of this Agreement.

(h) The Company agrees that it shall not increase or decrease the size of the Company Board without the prior written approval of Subscriber or the Subscriber Directors, as applicable.

(i) Elias Nabil Habib shall be appointed as the Chief Executive Officer of the Company, effective as of immediately following the Closing Date.

Section 3.03 Committees. For so long as this Agreement is in effect, the Company shall take all necessary actions within its control at any given time so as to cause to be appointed to any committee of the Company Board a number of Directors designated by Subscriber that is up to the number of Directors that is proportionate (rounding up to the next whole Director) to the representation that Subscriber is entitled to designate to the Company Board under this Agreement, to the extent such Directors are permitted to serve on such committees under the applicable rules of the Commission and Nasdaq or by any other applicable stock exchange. It is understood by the Parties that Subscriber shall not be required to have its Directors represented on any committee and any failure to exercise such right in this section in a prior period shall not constitute any waiver of such right in a subsequent period. No committee of the Company Board shall have more than three (3) members unless otherwise agreed in writing by Subscriber.

Section 3.04 Information. For so long as Subscriber holds 5% or more of the Voting Power, (a) Subscriber shall have the right to interview and consult with any officers or Representatives of the Company or its Subsidiaries with respect to the Company’s and its Subsidiaries’ business and financial matters, including management’s proposed annual operating plans, and, upon request, members of management will meet with Representatives of Subscriber at mutually agreeable times and places for such consultation, including to review progress in achieving such plans; (b) the Company shall furnish, or cause to be furnished to, Subscriber all available financial and operating data and other information with respect to the business and properties of the Company and its Subsidiaries (including any Business Plan) as Subscriber may reasonably request, and in any event, if a Director designed by Subscriber is then serving as a Director, with all information provided to Directors; and (c) Subscriber shall have the right, upon reasonable advance notice, to inspect all books and records and properties of the Company and its Subsidiaries at any time.

Section 3.05 Business Plan. A detailed business plan containing detailed budget and cash flows (as in effect from time to time, the “Business Plan”) of the Company and its Subsidiaries for the period ending on December 31, 2024 is attached as Schedule A.1 Beginning for the fiscal year ending on December 31, 2025, and for each subsequent fiscal year, not later than forty-five (45) days prior to the beginning of such fiscal year, a majority of the Company Board shall approve the Business Plan for such fiscal year.

ARTICLE IV REGISTRATION RIGHTS

Section 4.01 Shelf Registration. The Company shall file as promptly as practicable (but no later than thirty (30) days after the date of this Agreement), and shall thereafter use its reasonable best efforts to make and keep effective (including by renewing or refiling upon expiration) until such time that there are no longer any Registrable Securities outstanding, a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (or any successor rule thereto) by Subscriber and its Affiliates of the Registrable Securities, which registration statement shall be filed on (a) Form F-3 or Form S-3, as applicable, or any similar short-form registration statement that may be available at such time, if the Company is then eligible to register a secondary offering on such form (“F-3/S-3 Eligible”), or (b) Form F-1 or Form S-1, as applicable, or any similar long-form registration statement that may be available at such time, if the Company is not then S-3 Eligible. The resale shelf registration statement required by this Section 4.01 shall remain effective as long as any of the Ordinary Shares registered thereon remain Registrable Securities. Once such shelf registration statement has become effective, if the Company is F-3/S-3 Eligible, the Company shall, as promptly as reasonably practicable following the written request of Subscriber for a firm commitment underwritten offering of Registrable Securities (an “Underwritten Offering”) pursuant to such shelf registration statement with anticipated aggregate gross proceeds of at least $10 million (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to such Underwritten Offering. Subscriber agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to facilitate such Takedown Request. A Takedown Request may include a request to consummate a block trade, bought deal, or overnight transaction, in addition to an Underwritten Offering.

Section 4.02 Demand Registrations. At any time at which time the shelf registration statement required pursuant to Section 4.01 shall not be available for the resale of the Registrable Securities or an Underwritten Offering, including if for any reason the Company shall be ineligible to maintain or use a shelf registration statement for a secondary offering, the Company shall, as promptly as reasonably practicable following the written request of Subscriber or any of its Affiliates for registration under the Securities Act of all or part of the Registrable Securities (a “Demand Request”), file a registration statement with the SEC (a “Demand Registration Statement”) with respect to resales of the Registrable Securities pursuant to Subscriber’s or any of its Affiliates’ intended method of distribution thereof or an Underwritten Offering with anticipated aggregate gross proceeds for at least $10 million, and shall, subject to the terms of this Article IV, use its reasonable best efforts to cause such Demand Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof; provided that such Demand Registration Statement shall be filed on (a) Form F-3 or Form S-3, as applicable, or any similar short-form registration statement that may be available at such time for a secondary offering, if the Company is then F-3/S-3 Eligible, or (b) Form F-1 or Form F-1, as applicable, or any similar long-form registration statement that may be available at such time, if the Company is not then F-3/S-3 Eligible. Each Demand Request shall specify the number of Registrable Securities to be registered and the intended method or methods of distribution thereof. Subscriber agrees to provide the Company with such information in connection with a Demand Request as may be reasonably requested by the Company to facilitate such Demand Request.

Section 4.03 Registration Obligations.

(a) Any Takedown Request or Demand Request may be revoked by notice from Subscriber to the Company at any time prior to pricing of the offering, in the case of a Takedown Request, or the effective date of the Demand Registration Statement, in the case of a Demand Request. Subscriber may not make more than one Takedown Request or Demand Request in any seventy (70)-day period, including any Takedown Request or Demand Request that has been revoked as set forth in this Section 4.03(a), it being understood that (i) if any Underwritten Offering is consummated pursuant to a Takedown Request or a Demand Request, such seventy (70)-day period shall commence on the closing date of such offering and (ii) the Company shall not be obligated to effect any Takedown Request or Demand Request if, as of the date of the request, at least three Underwritten Offerings have been consummated within the trailing twelve (12) month period pursuant to a Takedown Request and/or Demand Request.

(b) Notwithstanding anything in this Agreement to the contrary, the Company shall be entitled to postpone and delay, for reasonable periods of time not in excess of forty-five (45) days in any three hundred and sixty-five (365) day period, but in no event more than twice in any three hundred and sixty-five (365) day period (a “Blackout Period”), the filing or effectiveness of any Takedown Prospectus Supplement or Demand Registration Statement or the offer or sale of any Registrable Securities thereunder if, in the good faith judgment of the Company Board, such filing or the offering or sale of any Registrable Securities thereunder would (i) require disclosure of material non-public information which, if disclosed at such time, would not be in the best interests of the Company and its Shareholders, or (ii) have a material adverse effect on the Company such that the Company Board concludes as a result that it is essential to defer the filing of such Takedown Prospectus Supplement or Demand Registration Statement at such time, then in each case the Company shall furnish to the Subscriber a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Company Board it would have a material adverse effect on the Company for such Takedown Prospectus Supplement or Demand Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Takedown Prospectus Supplement or Demand Registration Statement; provided that in the event that the Company proposes to register Ordinary Shares, whether or not for sale for its own account, during a Blackout Period, Subscriber and its Affiliates shall have the right to exercise its rights under Section 4.04 with respect to such registration, subject to the limitations contained in this Agreement on the exercise of such rights. Upon written notice by the Company to Subscriber of any such determination, Subscriber shall, except as required by applicable Law, including any disclosure obligations under Section 13 of the Exchange Act, keep the fact of any such notice strictly confidential, and during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Ordinary Shares for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any prospectus or prospectus supplement covering such Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such prospectus or prospectus supplement.

(c) In connection with any offering pursuant to a Takedown Request or a Demand Registration Statement, the managing underwriter(s) for such offering shall be selected by Subscriber, subject to approval by the Company (which approval shall not be unreasonably withheld, conditioned or delayed).

Section 4.04 Piggyback Registration. If the Company at any time proposes or is required to register any Ordinary Shares under the Securities Act on its behalf or on behalf of any of its Shareholders (other than pursuant to Section 4.01 or Section 4.02), on a form and in a manner that would permit registration of the Registrable Securities (other than in connection with dividend reinvestment plans, rights offerings or a registration statement on Form F-4/S-4, F-6 or S-8 or any similar successor form), the Company shall give Subscriber written notice of its intent to do so not less than fifteen (15) Business Days prior to the contemplated filing date for such registration statement or prospectus supplement (provided that, in the case of a block trade pursuant to an existing shelf registration statement, only two (2) Business Days’ notice shall be required). Upon the written request of Subscriber (a “Piggyback Request”), given within five (5) Business Days (or on the next Business Day in the case of a block trade) following the time that Subscriber was given any such written notice (which request shall specify the number of Registrable Securities requested to be registered on behalf of Subscriber and its Affiliates) (the “Piggyback Securities”), the Company shall include in such registration statement (a “Piggyback Registration”) the number of Registrable Securities set forth in such Piggyback Request.

Section 4.05 Cutbacks. In the event that (A) the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Ordinary Shares in connection with an Underwritten Offering, (B) Subscriber or its Affiliates have made a Piggyback Request with respect to such offering, and (C) the managing underwriter thereof shall have reasonably advised the Company, Subscriber, Subscriber’s Affiliates or any other holder of Ordinary Shares intending to offer Ordinary Shares in the offering (each, an “Other Holder”) in writing that, in its opinion, the inclusion in the registration statement of some or all of the Ordinary Shares sought to be registered by the Company, Subscriber, Subscriber’s Affiliates or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of Ordinary Shares as the Company is advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority:

(a) if such registration is by the Company for its own account, (i) first, such number of Ordinary Shares as the Company proposes to register for its own account up to the Maximum Number, (ii) second, to the extent the number of Ordinary Shares to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of Registrable Securities as Subscriber and its Affiliates propose to be included pursuant to a Piggyback Request up to the Maximum Number, and (iii) third, to the extent the number of Ordinary Shares to be included in the registration pursuant to clauses (i) and (ii) is less than the Maximum Number, such number of Ordinary Shares as all Other Holders request to be included for their own account, on a pro rata basis up to the Maximum Number; or

(b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of Ordinary Shares as such Other Holder(s) propose to be included on a pro rata basis up to the Maximum Number, and (ii) second, to the extent the number of Ordinary Shares to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of Piggyback Securities as Subscriber and its Affiliates propose to be included pursuant to a Piggyback Request on a pro rata basis up to the Maximum Number, and (iii) third, to the extent the number of Ordinary Shares to be included in the registration pursuant to clauses (i) and (ii) is less than the Maximum Number, such number of Ordinary Shares as the Company requests to be included, up to the Maximum Number. In any registration or offering pursuant to a Takedown Request or Demand Request, Subscriber and its Affiliates will be cut back last after the Company and any Other Holders.

Section 4.06 Termination of Registration Obligations. The obligation of the Company to register Registrable Securities pursuant to this Article IV and maintain the effectiveness of any shelf registration statement filed pursuant to Section 4.01 and Section 4.02 shall terminate on the first day on which there are no longer any Registrable Securities outstanding.

Section 4.07 Registration Procedures. (a) If and whenever the Company is required to use reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 4.01, Section 4.02 and Section 4.03, the Company shall as promptly as reasonably practicable (in each case, to the extent applicable):

(i) prepare and file with the Commission a registration statement to effect such registration, cause such registration statement to become effective at the earliest possible date permitted under the rules and regulations of the Commission, and thereafter use reasonable best efforts to cause such registration statement to remain effective pursuant to the terms of this Agreement; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further, that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by Subscriber and its Affiliates (the “Selling Holders”) copies of all such documents proposed to be filed, which documents will be subject to the review of and comment by such counsel (it being understood that counsel to the Selling Holders will conduct its review and provide any comments promptly);

(ii) prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the Selling Holder(s) set forth in such registration statement;

(iii) furnish to each Selling Holder and each underwriter, if any, of the securities being sold by such Selling Holder such number of conformed copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents as such Selling Holder and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Selling Holder;

(iv) use reasonable best efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities Laws or blue sky laws of such jurisdictions as any Selling Holder and any underwriter of the securities being sold by such Selling Holder shall reasonably request, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Holder, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to file a general consent to service of process in any such jurisdiction; (v) use reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use reasonable best efforts to cause such Registrable Securities to be listed on Nasdaq or the NYSE, as applicable;

(vi) use reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) thereof to consummate the disposition of such Registrable Securities;

(vii) in connection with an Underwritten Offering, obtain for each Selling Holder and underwriter:

(A) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, and

(B) a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in AS 6101 of the Public Company Accounting Oversight Board auditing standards, an “agreed-upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any Subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement);

(viii) promptly make available for inspection by any Selling Holder, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or Representative retained by any such Selling Holder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable such Selling Holder or underwriter to exercise their due diligence responsibility, and cause the Company’s officers, Directors and employees to supply all information requested by any such Inspector in connection with such registration statement promptly; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this clause (viii) if (A) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (B) if either (1) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (2) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to clauses (A) or (B) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (ix) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events:

(A) the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective;

(B) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information;

(C) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose;

(D) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and

(E) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose;

(x) notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of any Selling Holder, promptly prepare and furnish to such Selling Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(xi) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement;

(xii) otherwise use reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make available to Selling Holders, as promptly as reasonably practicable, an earnings statement covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first day of the Company’s first full quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (xiii) use its reasonable best efforts to provide for a third party “market maker” for the Ordinary Shares; provided, however, that the Company shall not be required to serve as such “market maker”;

(xiv) cooperate with any Selling Holder and any underwriter and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable Law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such Selling Holder may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate;

(xv) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be and otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities;

(xvi) cause appropriate officers of the Company, and cause Representatives of the Company’s independent registered public accountants, to participate in any due diligence discussions reasonably requested by any Selling Holder or any underwriter;

(xvii) if requested by any underwriter, agree, and cause the Company and any Directors or officers of the Company to agree, to be bound by customary “lock-up” agreements restricting the ability to dispose of Company securities;

(xviii) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including information relating to the “Plan of Distribution” of the Registrable Securities;

(xix) cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of FINRA;

(xx) otherwise use reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities;

(xxi) otherwise use reasonable best efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act; and

(xxii) use reasonable best efforts to take any action requested by the Selling Holders, including any action described in clauses (i) through (xxi) above to prepare for and facilitate any block trade or other proposed sale of Registrable Securities over a limited timeframe.

The Company may require each Selling Holder and each underwriter, if any, to furnish the Company in writing such information regarding each Selling Holder or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required by such registration statement.

(b) Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an Underwriting Agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of ordinary shares in underwriting agreements with respect to offerings of ordinary shares for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the Selling Holder), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto.

(c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4.07(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4.07(a)(x) and, if so directed by the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities.

Section 4.08 Registration Expenses. 

(a) All expenses incident to the Company’s performance of, or compliance with, its obligations under this Agreement, including (i)(A) all registration and filing fees, (B) all fees and expenses associated with filings required to be made with FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA Rule 5121 or the equivalent rule incorporated into the FINRA rulebook), (C) all fees and expenses of compliance with securities and “blue sky” laws, (D) all printing (including expenses of printing certificates, if any, for the Registrable Securities in a form eligible for deposit with the Depository Trust Company and of printing prospectuses if the printing of prospectuses and Issuer Free Writing Prospectuses is requested by a holder of Registrable Securities or underwriter) and copying expenses, (E) all messenger and delivery expenses, (F) all fees and expenses of the Company’s independent certified public accountants and counsel (including with respect to “comfort” letters, “agreed-upon procedures” letter and opinions), (G) reasonable fees and expenses of counsel to Subscriber and the other Selling Holders (who shall be selected by Subscriber), (H) except as provided in clause (b) below, the fees and expenses of every nationally recognized investment bank engaged in connection with a Takedown Request, Demand Registration Statement or a Piggyback Registration, (collectively, the “Registration Expenses”) and (ii) any expenses described in clauses (i)(A) through (H) above incurred in connection with the marketing and sale of Registrable Securities (“Offering Expenses”) shall be borne by the Company, regardless of whether a registration is effected, marketing is commenced or sale is made. The Company shall pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any annual audit and the expense of any liability insurance) and the expenses and fees for listing the securities to be registered on each securities exchange and included in each established over-the-counter market on which similar securities issued by the Company are then listed or traded.

(b) Each Selling Holder shall pay its portion of all underwriting discounts and commissions and transfer taxes, if any, relating to the sale of such Selling Holder’s Registrable Securities pursuant to any registration.

ARTICLE V PRE-EMPTIVE RIGHTS

Section 5.01 Pre-Emptive Rights.

(a) To the extent permitted under the Nasdaq rules, Subscriber or any one or more of its Affiliates designated by Subscriber shall have the option and right (but not the obligation) to participate in any Equity Issuance by purchasing up to Subscriber’s and such Affiliates’ Pro Rata Portion of such Equity Issuance at the Equity Issuance Price and otherwise upon the same terms and conditions as offered to other investors in the Equity Issuance. The Company shall take any and all actions, or cause such actions to be taken, as are necessary or appropriate to allow Subscriber or its Affiliates, as applicable, to participate fully in every Equity Issuance in accordance with the provisions of this Agreement, subject to compliance with applicable Law and the listing standards of the Nasdaq or such other stock exchange upon which the Ordinary Shares are listed.

(b) In the event the Company proposes to undertake an Equity Issuance, the Company shall, at least fifteen (15) Business Days (or in the case of an Equity Issuance pursuant to an Underwritten Offering, two (2) Business Days) prior to the proposed Equity Issuance, give Subscriber written notice of its intention, describing the type of Equity Interests, the price at which such securities are proposed to be issued (or, in the case of an underwritten or a privately placed offering in which the price is not known at the time the notice is given, the method of determining the price and an estimate thereof), and all material terms and conditions upon which the Company proposes to effect the Equity Issuance. Subscriber and its Affiliates shall have fifteen (15) Business Days (or in the case of an Equity Issuance pursuant to an Underwritten Offering, two (2) Business Days) from the date Subscriber receives notice of the proposed Equity Issuance to elect to purchase their Pro Rata Portion of such Equity Issuance for the consideration and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Interests to be so purchased.

(c) In the event that neither Subscriber nor any of its Affiliates exercise the right set forth in Section 5.01(b) above within the applicable period set forth therein, the Company shall have ninety (90) days thereafter to sell to other investors the Equity Interests in respect of which such pre-emptive rights were not exercised, at the same price and on substantially the same terms and conditions as those set forth in the Company’s notice to Subscriber. In the event that the Company has not sold the Equity Interests within such ninety (90) day period, the Company shall not thereafter issue or sell any Equity Interests without first again offering the applicable Pro Rata Portion of such securities to Subscriber and its Affiliates in the manner provided in this Section 5.01.

ARTICLE VI WAIVER OF CORPORATE OPPORTUNITIES

Section 6.01 Waiver of Corporate Opportunities. The Company acknowledges that Subscriber and its Affiliates own or manage other businesses and Persons, including businesses that may compete with the Company or the other Shareholders. Without any accountability to the Company or any Shareholder by virtue of this Agreement:

(a) each of Subscriber and its Affiliates, and their respective officers, directors, shareholders, partners, stockholders, employees, agents and Representatives, and each Director designated by Subscriber or its Affiliates (collectively, the “Corporate Opportunities Group”), shall not in any way be prohibited or restricted from engaging or investing in, independently or with others, any business opportunity of any type or description, including those business opportunities that might be the same or similar to the business of the Company or its Subsidiaries; (b) the Company and its Subsidiaries shall not have any right in or to such other business opportunities of Subscriber or any Person in the Corporate Opportunities Group or to the income or proceeds derived therefrom;

(c) neither Subscriber nor any Person in the Corporate Opportunities Group shall be obligated to present any business opportunity to the Company or its Subsidiaries or any other Person, even if the opportunity is of the character that, if presented to the Company or its Subsidiaries, could be taken by the Company or its Subsidiaries; and

(d) each of Subscriber and the Persons in the Corporate Opportunities Group shall have the right to hold any such business opportunity for its own account or to recommend such opportunity to Persons other than the Company, its Subsidiaries or any other Shareholder.

ARTICLE VII INDEMNIFICATION

Section 7.01 General Indemnification. The Company shall, and it hereby agrees to, indemnify and hold harmless Subscriber and each of the officers, directors, employees, members, managers, partners and agents or Affiliates of Subscriber from and against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (collectively, the “Losses”), in each case, based on, arising out of, resulting from or in connection with any Proceeding, based on, arising out of, pertaining to or in connection with Subscriber’s status as an equityholder of the Company and (a) the ownership or the operation of the assets or properties, and the operation or conduct of the business of, including contracts entered into by, the Company or its Subsidiaries, whether before, on or after the date hereof or (b) any other activity that the Company or its Subsidiaries engages in; provided, that for the avoidance of doubt, the Company shall have no obligation to indemnify Subscriber or any and each of the officers, directors, employees, members, managers, partners and agents or Affiliates of Subscriber against any Losses arising in connection with the Transaction Agreement or as a result of any Losses resulting from, in and of itself, a decrease in the price of such Person’s securities of the Company.

Section 7.02 Indemnification and Contribution in respect of Registration Rights.

(a) The Company shall, and it hereby agrees to, indemnify and hold harmless Subscriber and each of the officers, directors, employees, members, managers, partners and agents or Affiliates of Subscriber and their controlling Persons, if any, in any offering or sale of the Registrable Securities, including pursuant to Section 4.01, Section 4.02 or Section 4.04, from and against any and all Losses, in each case, based on, arising out of, resulting from or in connection with any Proceeding, to which each such indemnified party may become subject, insofar as such Proceedings (including any amounts paid in settlement effected with the consent of the Company as provided herein), arise out of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any Issuer Free Writing Prospectus, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Proceedings arise out of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or any Issuer Free Writing Prospectus, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon information furnished to the Company by Subscriber, any of its Affiliates, any underwriter or any Representative of Subscriber, expressly for use therein.

(b) Subscriber shall, and hereby agrees to, indemnify and hold harmless the Company, its Directors, officers, employees and controlling Persons, if any, in any offering or sale of Registrable Securities from and against any and all Losses, in each case, based on, arising out of, resulting from or in connection with any Proceedings to which each such indemnified party may become subject, insofar as such Proceedings (including any amounts paid in settlement as provided herein), arise out of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by Subscriber expressly for use therein.

(c) Subscriber and the Company agree that if, for any reason (other than as specified therein), the indemnification provisions contemplated by Section 7.01, Section 7.02(a) or Section 7.02(b), as applicable, are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Proceedings referred to therein, then each Indemnifying Party shall contribute to the amount paid or payable by such indemnified party as a result of such Proceedings in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such Indemnifying Party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such Indemnifying Party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 7.02(c) is not permitted by applicable Law, then each Indemnifying Party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative fault, but also the relative benefits of the Indemnifying Party and the indemnified party, as well as any other relevant equitable considerations. The Parties agree that it would not be just and equitable if contributions pursuant to this Section 7.02(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 7.02(c). The amount paid or payable by an indemnified party as a result of the Proceedings referred to above shall be deemed to include (subject to the limitations set forth in Section 7.03) any actual and documented out-of-pocket legal or other out-of-pocket fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. No Person shall be liable for any amount of contribution if such Person would not be required to indemnify for such amount hereunder.

Section 7.03 Indemnification Procedures.

(a) If an indemnified party shall desire to assert any claim for indemnification provided for under Section 7.02 in respect of, arising out of or involving a Proceeding against the indemnified party, such indemnified party shall notify the Company or Subscriber, as the case may be (the “Indemnifying Party”), in writing of such Proceeding, the amount or the estimated amount sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Proceeding), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Proceeding Notice”) promptly after receipt by such indemnified party of written notice of the Proceeding; provided, however, that failure to provide a Proceeding Notice shall not affect the indemnification obligations provided hereunder except to the extent the Indemnifying Party shall have been materially prejudiced by such failure to provide such notice on a timely basis. The indemnified party shall deliver to the Indemnifying Party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Proceeding; provided, however, that failure to provide any such copies shall not affect the indemnification obligations provided hereunder except to the extent the Indemnifying Party shall have been materially prejudiced by such failure.

(b) If a Proceeding is made against an indemnified party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges without reservation its obligation to indemnify the indemnified party therefore, to assume the defense thereof with separate counsel selected by the Indemnifying Party and reasonably satisfactory to the indemnified party. Should the Indemnifying Party so elect to assume the defense of a Proceeding, the Indemnifying Party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof, unless the Proceeding involves potential conflicts of interest or there may be defenses available to the indemnified party which are different from or in addition to the defenses available to the Indemnifying Party. If the Indemnifying Party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expense (except as provided in the immediately preceding sentence), separate from the counsel employed by the Indemnifying Party. The Indemnifying Party shall be liable for the actual and documented out-of-pocket fees and expenses of counsel reasonably incurred by the indemnified party for any period during which the Indemnifying Party has not assumed the defense thereof and as otherwise contemplated by the two immediately preceding sentences. If the Indemnifying Party chooses to defend any Proceeding, the other Party shall reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s written request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Proceeding, and use of reasonable efforts to make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Proceeding, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Proceeding without the Indemnifying Party’s prior written consent. The Indemnifying Party may pay, settle or compromise a Proceeding without the written consent of the indemnified party, so long as such settlement (i) includes an unconditional release of the indemnified party from all Liability in respect of such Proceeding, (ii) does not subject the indemnified party to any injunctive relief or other equitable remedy, and (iii) does not include a statement or admission of fault, culpability or failure to act by or on behalf of any indemnified party.

ARTICLE VIII MISCELLANEOUS

Section 8.01 Amendments and Waivers. This Agreement may not be amended or modified except by an instrument in writing signed on behalf of each of the Parties. Each Party may (a) extend the time for performance of any of the obligations or other acts of the other Party, (b) waive any inaccuracies in the representations and warranties of the other Party contained in this Agreement or (c) waive compliance with any of the conditions for the benefit of such Party contained in this Agreement; provided that (i) any such extension or waiver by a Party will be valid only if set forth in a written document signed on behalf of the Party against whom such extension or waiver is to be effective; (ii) no extension or waiver will apply to any time for performance, inaccuracy in any representation or warranty or noncompliance with any condition, as the case may be, other than that which is specified in the written extension or waiver and (iii) no failure or delay by a Party in exercising any right or remedy under this Agreement and no course of dealing between the Parties, operates as a waiver of such right or remedy, and no single or partial exercise of any such right or remedy precludes any other or further exercise of such right or remedy or the exercise of any other right or remedy.

Section 8.02 Further Actions; Conflicts. Each of the Parties agrees to use its reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to give effect to the transactions contemplated by this Agreement. The Parties agree to take all reasonable actions within its control so as to cause the Governing Documents of the Company to be conformed to this Agreement to the extent permitted by Law; provided that in the event of a conflict between the Governing Documents of the Company and this Agreement, the Parties agree that this Agreement shall control.

Section 8.03 Assignment. This Agreement and the rights and obligations hereunder may not be assigned, delegated or otherwise transferred by any Party (whether by operation of Law or otherwise) without the prior written consent of the other Party; provided that Subscriber may assign, without the prior consent of the other Parties, all or any of its rights and obligations hereunder to any Affiliate of Subscriber so long as Subscriber continues to remain liable for all of such obligations as if no such assignment had occurred. Notwithstanding the foregoing, Subscriber may assign its registration rights in Article IV in connection with any transfer of its Ordinary Shares. Any attempted assignment in violation of this Section 8.03 shall be null and void and of no effect.

Section 8.04 Term and Termination. The term of this Agreement shall commence and become effective immediately on the date of this Agreement. This Agreement shall terminate and be of no further force or effect upon (a) the first day on which Subscriber’s Voting Power is less than 5% or (b) the mutual written agreement of Subscriber and the Company; provided that the following shall survive the termination of this Agreement: (i) this Section 8.04, Section 4.08, Article VII, Section 8.08, Section 8.14, Section 8.15 and Section 8.16, and (ii) any registration rights vested as of the date of termination of this Agreement. The termination of this Agreement shall not relieve any Party from any liability for any breach by a Party of this Agreement occurring prior to such termination.

Section 8.05 Recapitalizations, Exchanges, Etc. Affecting the Ordinary Shares. The provisions of this Agreement shall apply, to the full extent set forth herein, with respect to any Voting Securities and to any and all equity or debt securities of the Company or any successor or permitted assign of the Company (whether by merger, consolidation, sale of assets, or otherwise) which may be issued in respect of, in exchange for, or in substitution of, such Voting Securities and shall be appropriately adjusted for any share dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof.

Section 8.06 Transaction Documents. The Company and Subscriber shall not amend or otherwise modify any provision in the Sub-licensing Agreement, the Shared Services Agreement, the Transition Services Agreement, the Trademark License Agreement or the Orion+ Carriage Agreement in any manner that would affect adversely the rights thereunder of the Company without the prior written consent of the Legacy Directors so long as such Legacy Directors are serving as Directors.

Section 8.07 No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely and exclusively to the benefit of the Parties and their successors and permitted assigns, and nothing herein expressed or implied shall give, or be construed to give, to any Person, other than (a) the Parties and such successors and permitted assigns and (b) as expressly set forth in Section 3.02(c), any legal or equitable right, remedies or claims under or with respect to this Agreement or any provisions hereof.

Section 8.08 Expenses. Except as otherwise provided in this Agreement, all fees, costs and expenses incurred in connection with this Agreement shall be paid by the Party incurring such fees, costs or expense.

Section 8.09 Rule 144. The Company covenants and agrees that it shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), and it shall take such further reasonable action, to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable Securities, the Company shall deliver to such holder a written statement as to whether it has complied with such information and filing requirements.

Section 8.10 Notices. All notices, consents, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand, (b) when received by the addressee if sent by an internationally recognized courier (receipt requested) or (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8.10):

If to the Company, to:

[Company]

[·]

[·]

Email: [·]

Attn: [·]

with a copy (which shall not constitute notice) to:

[·]

[·]

[·]

Email: [·]

Attn: [·]

If to Subscriber, to:

[Subscriber]

[·]

[·]

Email: [·]

Attn: [·]

with a copy (which shall not constitute notice) to:

[·]

[·]

[·]

Email: [·]

Attn: [·]

Section 8.11 Entire Agreement. This Agreement (including all Exhibits, Schedules and Annexes to this Agreement and any joinders entered into in connection herewith), the Transaction Agreement and the other Transaction Documents, contain the entire agreement and understanding between or among the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings (whether oral or written) between or among the Parties and their respective Affiliates with respect to the subject matter hereof and thereof.

Section 8.12 Severability. If any term or other provision of this Agreement (or any portion thereof) or the application of any such term or provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a Governmental Authority of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision hereof (or the remaining portion thereof) or the application of such term provision to any other Persons or circumstances which shall remain in full force and effect so long as either the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any Party or such Party waives its rights under this Section 8.12 with respect thereto. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to replace such invalid, illegal or unenforceable term or provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of such invalid, illegal or unenforceable provision. 

Section 8.13 Specific Performance. The Parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in each case, without proof of actual damages (and each Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at Law or in equity. The Parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach.

Section 8.14 Governing Law. This Agreement and all Proceedings (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Subscriber or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with, the internal Law of the State of New York, without giving effect to any choice or conflict of laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York.

Section 8.15 Disputes; Arbitration.

(a) The provisions of this Section 8.15 apply to any dispute, controversy, conflict or claim, including any claim in tort, in equity or pursuant to statute, arising out of, in relation to or in connection with this Agreement or any Transactions, including any questions regarding its existence, validity, interpretation, scope, performance, enforceability or termination (“Dispute”).

(b) A Party claiming that a Dispute has arisen shall give written notice to the other Party setting out such Party’s factual and legal basis for the Dispute (a “Dispute Notice”). Within fourteen (14) days after receipt of the Dispute Notice, the receiving Party shall provide a written response setting out its position regarding the Dispute, including the factual and legal basis therefor. Upon receipt of the Dispute Notice, the Parties shall use reasonable best efforts to settle the Dispute, including by having their respective designated senior representatives negotiate in good faith. If the Dispute is not resolved within forty-five (45) days of receipt of the Dispute Notice or such further period as the relevant Parties shall agree in writing, the Dispute shall be resolved through arbitration as provided below.

(c) Any Dispute not resolved pursuant to Section 8.15(b) above shall be referred to and finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”), as modified herein or as may be otherwise agreed by the relevant Parties in writing. Either Party to the Dispute may initiate the arbitration process.

(d) The number of arbitrators shall be three (3). Claimant shall nominate one (1) arbitrator in its request for arbitration, and respondent shall nominate one (1) arbitrator within thirty (30) days of the receipt of the request for arbitration. The third arbitrator, who shall be the chair of the tribunal, shall be nominated by the two (2) party-nominated arbitrators within thirty (30) days after the nomination of the later-nominated arbitrator. The Parties agree that the chairperson of the tribunal shall be qualified to practice law in a common law jurisdiction and may be a U.S. national.

(e) The place and the seat of the arbitration shall be New York, NY, and the language of the arbitration shall be English. All documents submitted in connection with the arbitration shall be in English, or, if in another language, accompanied by an English translation.

(f) Notwithstanding anything to the contrary in this Section 8.15, and without limiting the scope of any provision in the ICC Rules, each Party (i) shall have the right to seek pre-arbitral preliminary, interim, conservatory or interlocutory relief or injunctions directly before any court of competent jurisdiction, and (ii) submits to the non-exclusive jurisdiction of the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, NY for the purposes set forth in Section 8.15(f)(i). For purposes of this Section 8.15(f), each Party hereby consents to service of process in any such Proceeding in any manner permitted by the Laws of New York and further consents to service of process in the manner and at the address provided for notices in Section 8.10.

(g) All aspects of any arbitration hereunder, including the existence and nature of the Dispute, the pleadings and the venue and timing of resolution, shall be confidential and not disclosed by a Party to any third-party, except as required by applicable Law, to fulfill a legal duty, including under lending agreements, or to protect or pursue a legal right, or enforce or challenge an award. Each Party shall ensure that fact and expert witnesses, Party employees, lawyers and consultants involved in the arbitration (or retained to assist a Party), or any other individual who participates in some form in the arbitration, agree to be bound by these confidentiality obligations.

(h) Notwithstanding anything to the contrary contained in Section 8.08, any costs, fees or Taxes incident to enforcing the award shall, to the maximum extent permitted by Law, be charged against the Party resisting such enforcement.

(i) Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets or properties.

Section 8.16 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION CONTEMPLATED BY THIS AGREEMENT. EACH PARTY: (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.16.

Section 8.17 Counterpart Execution and Facsimile Delivery. This Agreement may be executed and delivered (including by portable document format (PDF) transmission) in any number of counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their respective officers thereunto duly as of the date first above written.

[Signature Page to Shareholders Agreement] 

Exhibit E

Form of Sub-Licensing Agreement

[Omitted]

Exhibit F

Form of Transition Services Agreement

[Omitted]

Exhibit G

Form of Trademark License Agreement

[Omitted]

Exhibit H

Form of Warrant Agreement and Warrant Purchase Agreement

[Omitted]

Exhibit 99.2

OSN+ and Anghami Sign Landmark Transaction Set to Transform MENA Entertainment

The combination of OSN+ and Anghami Inc. will be the first regional platform that provides video and music, backed by up to $50 million cash investment in Anghami and bringing together over 120 million registered users, 2.5+ million subscribers and $100+ million revenue at closing

The OSN Group will invest in Anghami at a valuation of $3.65 per share, 3.9x the stock’s average price for the past month

ABU DHABI, UAE, Nov. 21, 2023 /PRNewswire/ -- In a milestone transaction set to reshape the MENA media and entertainment landscape, OSN+, the region’s leading streaming platform for premium content and Anghami Inc. (NASDAQ: ANGH) (“Anghami”), the leading music and entertainment streaming platform in the Middle East and North Africa have announced a deal that will combine their businesses. A first of its kind in the region, the combination of the two local home-grown brands will offer consumers unprecedented digital aggregation of the best and latest in premium movies, TV shows, music, podcasts and more while providing a rich and seamless user experience.

OSN+ and Anghami Sign Landmark Transaction Set to Transform MENA Entertainment

Backed by a cash investment of up to $50 million from OSN Group in Anghami, the deal will bring together over 120 million registered users, more than 2.5 million paying subscribers with over $100 million in revenue at closing, transforming Anghami Inc. into one of the region’s largest streaming platforms. Anghami boasts a catalogue of over 100 million songs, with exclusives from artists such as Amr Diab, the all-time best-selling Middle Eastern artist, while OSN+ has over 18,000 hours of video content and exclusive partnership with premium international studios such as HBO, NBC Universal, Paramount, and leading Arabic and Turkish studios.

With customer-centricity at its core, the new platform will be committed to offering the best product and content experience in the region. Recognizing the power of both brands, the platform will leverage Anghami’s strong tech stack and rich music catalogue coupled with OSN+’s library of premium video content to deliver a unique digital streaming experience with AI-driven hyper personalization that prioritizes recommendations based on user preference.

Elie Habib, co-founder of Anghami and set to be the CEO of the combined business commented: “Joining forces with OSN+ is a leap in Anghami’s journey to reinvent entertainment in the Arab World. We’re bringing together technology, music and video to build a comprehensive media ecosystem. It’s a chance to deepen our connection with our users and to create something they will truly love.”

Joe Kawkabani, CEO, OSN Group, added: “This is a major milestone in OSN’s journey as we continue to scale up our streaming business. Combining OSN+ content with Anghami’s technology enables us to deliver the best of entertainment all in one place for our customers, ensuring we are continuously evolving our offering to meet their needs. As two home-grown entities with an unmatched understanding of the local market, we are confident that this new offering will change the face of the regional streaming landscape.”

The OSN Group will invest in Anghami at a valuation of $3.65 per share, 3.9x the stock’s average price for the past month. Anghami intends to maintain the listing of its ordinary shares on the Nasdaq Stock Market following the closing of the transaction. The transaction is expected to close in the first quarter of 2024, subject to customary closing conditions and regulatory approvals. Following the closing of the transaction, OSN Group will own a majority stake in Anghami Inc. The final amount of the OSN Group’s cash investment in Anghami and the final number of Anghami securities to be issued in a private placement to the OSN Group is subject to adjustment based on the terms of the definitive transaction agreement. In addition to its stake in Anghami, OSN will continue to run its linear TV business OSNtv, with Joe Kawkabani as Group CEO.

Cautionary Language

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Anghami’s actual results may differ from its expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “will,” “estimate,” “project,” “budget,” “anticipate,” “intend,” “plan,” “may,” “could,” “should,” “believes,” “continue,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the transaction and the anticipated benefits thereof.  Most of these factors are outside Anghami’s control and are difficult to predict.  Factors that may cause such differences include, but are not limited to, the risk that the completion of the transaction on the anticipated terms and timing may not occur, including obtaining required regulatory approvals, and the satisfaction of other conditions to the completion of the transaction; potential litigation relating to the transaction, including the effects of any outcomes related thereto; the risk that Anghami may not otherwise meet the requirements for continued listing on the Nasdaq Stock Market; the risk that disruptions from the transaction will harm Anghami’s business, including current plans and operations; the ability of Anghami to retain and hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; legislative, regulatory and economic developments affecting Anghami’s business; general economic and market developments and conditions; potential business uncertainty, including changes to existing business relationships, during the pendency of the transaction that could affect Anghami’s financial performance; certain restrictions during the pendency of the transaction that may impact Anghami’s ability to pursue certain business opportunities or strategic transactions; unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as Anghami’s response to any of the aforementioned factors; significant transaction costs associated with the transaction; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction; competitive responses to the transaction; the risks and uncertainties pertaining to Anghami’s business; and other risks and uncertainties identified in Anghami’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 16, 2023, including those under “Risk Factors” therein, and in other documents filed or to be filed with the SEC by Anghami and available at the SEC’s website at www.sec.gov. Anghami cautions that the foregoing list of factors is not exclusive. Anghami cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, Anghami does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

This press release does not constitute an offer to sell or the solicitation of an offer to buy shares of Anghami’s ordinary shares, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About OSN+

OSN+ is the region’s leading local premium streaming service, featuring an incredible line-up of exclusive global and local curated content. Led by its long-term partnerships with major studios including HBO, NBC Universal, Paramount+, Endeavor Content, MGM, and Sony, the platform ensures the latest content at the same time as the US, including critically acclaimed series and must-see movies, as well as world-class Arabic original content and OSN+ Originals. 

OSN+ can be accessed through all your favourite devices, including major TV platforms, all iOS, and Android devices, and from the web. Find out more and stream now at www.osnplus.com

About OSN

OSN is the leading service for premium entertainment servicing the MENA region in 22 countries featuring exclusive and in-demand premium global and local hit tv series and films. OSN delivers content across multiple divisions: OSN+, OSNtv, and b2b offerings in every market. Home to the most compelling content from around the world, OSN spearheads premium content including Western, Arabic, Turkish and more across divisions, distinctively known for broadcasting the latest content on the same day as the US, including popular series, blockbuster movies, and the best in kids and lifestyle programming. 

OSN’s ambition is to deliver entertainment everywhere for everyone, which is informed by the company’s three key pillars: A customer-first approach, unrivaled exclusive content, and unbeatable value. By seamlessly bringing together Global Network Partnerships, Studios, and Originals, along with reimagined Linear channels, OSN provides an ecosystem of entertainment.

For media inquiries, please contact:

Cham Alatrach

cham.alatrach@ipn.ae

+971 58 596 7729

Impact Porter Novelli

About Anghami

The first, most-established and fastest-growing music technology platform in the Middle East and North Africa region, Anghami is the go-to destination for Arabic and International music, podcasts and entertainment. With an extensive ecosystem of music, podcasts, events and more, Anghami provides the tools for anyone to create, curate and share their voice with the world. Launched in 2012, Anghami was the first music-streaming platform in MENA to digitize the region’s music. Today, it has the largest catalogue comprising more than 100 million songs and licensed content from leading Arabic labels, independent artists and global distributors, available for 120 million registered users. Anghami has established 40+ telco partnerships to facilitate subscriptions and customer acquisitions, in parallel to building long-term relationships with, and featuring music from, major music labels including Universal Music Group, Sony Music Entertainment, Warner Music Group and the Merlin Network. Anghami is constantly licensing and producing new and original content. Headquartered in Abu Dhabi, Anghami has offices in Beirut, Dubai, Cairo, and Riyadh and operates in 16 countries across MENA. To learn more about Anghami, please visit: https://anghami.com

For media inquiries, please contact:

Marian Bahader

press@anghami.com

Investor Relations:

ir@anghami.com 

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