ANGHW Anghami Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2024

 

Commission File Number: 001-41263

 

Anghami Inc.

(Exact name of registrant as specified in its charter)

 

16th Floor, Al-Khatem Tower, WeWork Hub71
Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F ☒   Form 40-F ☐

  

 

 

EXPLANATORY NOTE

 

Convertible Note Transaction

 

On December 16, 2024, Anghami Inc. (the “Company”) announced the sale of a senior unsecured convertible note in the amount of $12,000,000 (the “Initial Note”) pursuant to a Convertible Note Purchase Agreement (the “Note Purchase Agreement”), dated December 16, 2024 (the “Funding Date”), to OSN Streaming Limited, a Cayman Islands exempted company (“OSN”). On December 16, 2024, the Company issued a press release announcing the transaction, which is furnished as Exhibit 99.1 to this Form 6-K.

 

Pursuant to the Note Purchase Agreement, OSN may elect to purchase additional senior unsecured convertible notes in the same form as the Initial Note in an aggregate principal amount up to an additional $43,000,000 (the “Additional Notes”) during the 18-month period following the Funding Date. The Company will evaluate future capital requirements from time to time and in doing so, may request OSN to exercise its right to purchase the Additional Notes, on the terms and conditions set forth in the Note Purchase Agreement; however, OSN is not obligated to exercise its right to acquire Additional Notes.

 

Notes issued under the Note Purchase Agreement (including the Initial Note and the Additional Notes, the “Notes”) will mature on December 16, 2027 (the “Maturity Date”). Interest will accrue on the outstanding principal amount of each Note issued at a rate of 11.0% per annum, payable in kind (the “PIK Interest”) by adding the accrued PIK Interest to the outstanding principal amount of such Note on a monthly basis.

 

OSN may, at its sole discretion, elect to convert any portion of the outstanding principal amount of any Note issued and the accrued and unpaid PIK Interest thereon into ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company at a per share conversion price equal to (i) $2.50, if such conversion occurs before the first anniversary of the Funding Date, (ii) $2.75, if such conversion occurs on or after the first anniversary and before the second anniversary of the Funding Date, or (iii) $3.00, if such conversion occurs on or after the second anniversary of the Funding Date. Notwithstanding the foregoing, OSN may not convert any PIK Interest into Ordinary Shares without providing written notice to the Company of its intention to do so, which shall not be effective until the 61st day after such notice is delivered to the Company. OSN may waive this requirement by providing written notice to the Company, which shall not be effective until the 61st day after such notice is delivered to the Company. The outstanding principal amount of any Note issued and the accrued and unpaid PIK Interest thereon will be automatically converted into Ordinary Shares at a per share conversion price equal to $3.00 on the Maturity Date (subject to adjustment pursuant to the Notes).

 

The Notes include customary covenants, subject to specified exceptions. Such covenants and exceptions include that the Company is prohibited from incurring additional debt without the consent of OSN, other than in connection with working capital and receivable financing up to $20.0 million, plus, under certain circumstances, the difference between $55.0 million and the aggregate principal amounts of all Notes issued at such time. The Notes include customary events of default, the occurrence of which may result in the acceleration of the maturity of the Notes.

 

The Ordinary Shares issuable upon conversion of the Notes constitute “Registrable Securities” pursuant to, and are entitled to the benefits of, the registration rights agreement, dated April 1, 2024, by and between the Company and OSN, which is attached hereto as Exhibit 99.4.

 

The Company intends to use the net proceeds from the offering of the Notes for working capital, growth, and general corporate purposes.

 

The issuance of the Initial Note and any Additional Notes pursuant to the Note Purchase Agreement has been approved by the board of directors of the Company upon the unanimous recommendation of a special committee of the board of directors of the Company comprised of directors who are not affiliated with OSN.

 

The foregoing descriptions of the Note Purchase Agreement and the Notes are summaries of the material terms of such agreements, do not purport to be complete and are qualified in their entirety by reference to the Note Purchase Agreement and the Notes, which are attached hereto as Exhibits 99.2 and 99.3, respectively.

 

 

EXHIBIT INDEX

 

Exhibit		Description
99.1		Press Release, dated December 16, 2024
99.2*#		Convertible Note Purchase Agreement, by and between the Company and OSN Streaming Limited, dated as of December 16, 2024
99.3#		Senior Unsecured Convertible Note, issued by the Company to OSN Streaming Limited, dated as of December 16, 2024
99.4		Registration Rights Agreement, dated April 1, 2024, by and between OSN Streaming Limited and Anghami Inc. (incorporated by reference to Exhibit 99.3 to the Company’s Form 6-K filed with the SEC on April 3, 2024).

  

*

Certain of the exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.

 

#

Certain information contained in this exhibit has been omitted pursuant to Item 601(b)(10) because such information (i) is not material and (ii) is the type of information that the Company both customarily and actually treats as private and confidential.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

	ANGHAMI INC.
Date: December 16, 2024	By:	/s/ Elias Habib
	Name:	Elias Habib
	Title:	Chief Executive Officer

  

Exhibit 99.1

 

Anghami Secures Significant Investment from OSN Group

 

Anghami Strengthens Regional Streaming Leadership with up to $55 Million Commitment from OSN Group

 

Abu Dhabi, UAE – December 16, 2024 – Building on the success of their partnership, Anghami Inc. (NASDAQ: ANGH) has announced that it secured a significant new round of funding, from OSN Group of up to USD $55 million with a USD $12 million initial investment in a convertible note program. This investment represents a significant milestone in Anghami Inc.’s journey to redefine digital entertainment in the MENA region, further solidifying its position as the go-to destination for premium audio and video content.

 

Since the initial strategic partnership between OSN and Anghami Inc.in April 2024, which brought together the unparalleled premium video streaming capabilities of OSN+ and its 18,000 hours of content with Anghami’s robust audio portfolio of over 100 million songs and podcasts, the partnership has delivered robust growth.

 

Highlights include:

 

●

Rebuilt and relaunched the new OSN+ platform, resulting in increased time spent and higher engagement of subscribers

 

●

Launched the new 4K Premium Plan with Dolby Atmos and Dolby Vision

 

●

Delivered a 41% growth in video streaming subscribers between April and October 2024.

 

●

Implementation of sophisticated improvements in the AI recommendation engine, resulting in enhanced content discoverability

 

This latest investment aims to accelerate Anghami and OSN+’s growth trajectory, enabling the platforms to expand their content library, enhance user experience through cutting-edge technologies, and strengthen their presence across the MENA region. It is also aimed to drive innovations such as AI-driven personalization and next-generation streaming technologies.

 

Elie Habib, CEO of Anghami and OSN+, said: “The success of this partnership is a testament to the power of collaboration and innovation. With this new investment from OSN Group, we are poised to elevate the digital entertainment experience for MENA audiences even further and expand our reach.”

 

Joe Kawkabani, CEO, OSN Group added: “This new round of funding reflects our unwavering belief in Anghami’s potential to lead the MENA region in digital entertainment. Together, we will continue redefining how audiences experience premium content, ensuring our platform remains a pioneer in the industry.”

 

About Anghami Inc. (NASDAQ: ANGH):

 

Anghami is the leading multi-media technology streaming platform in the Middle East and North Africa (“MENA”) region, offering a comprehensive ecosystem of exclusive premium video, music, podcasts, live entertainment, audio services, and more.

 

 

In a strategic move in April 2024, Anghami joined forces with OSN+, a leading video streaming platform, forming a digital entertainment powerhouse. This pivotal transaction strengthened Anghami’s position as a go-to destination, boasting an extensive library of over 18,000 hours of premium video, including exclusive HBO content, alongside 100+ million Arabic and International songs and podcasts. The OSN+ platform delivers the latest content at the same time as the US, including critically acclaimed must-see series and movies as well as world-class Arabic content and OSN+ Originals.

 

With a user base exceeding 120 million registered users and 3.5 million paid subscribers, Anghami has partnered with 47 telcos across MENA, facilitating customer acquisition and subscription payment, in addition to establishing relationships with major film studios, entertainment giants, and music labels, both regional and international. Headquartered in Abu Dhabi, UAE, Anghami operates in 16 countries across MENA, with offices in Beirut, Dubai, Cairo, and Riyadh.

 

To learn more about Anghami, please visit: https://anghami.com.

 

About OSN Group

 

OSN Group is the leading network for premium entertainment in the MENA region, operating in 22 countries featuring exclusive, in-demand global and local hit TV series and films as well as premium music offerings. OSN Group delivers content across multiple products: OSN+, OSNtv, Anghami and B2B offerings across the region.

 

Home to the most compelling content from global studios, including Warner Bros. Discovery and NBCUniversal, OSN spearheads premium content including Western, Arabic, Turkish, and more across its divisions, distinctively known for exclusively broadcasting the latest HBO content on the same day as the US, including popular series, blockbuster movies, and the best in kids and lifestyle programming. OSN Group was formed in 2009 by the merger of the two largest subscription TV networks in the region, namely Orbit and Showtime Arabia, and is a subsidiary of KIPCO – Kuwait Projects Company (Holding).

 

Cautionary Statement Regarding Forward-Looking Statements

 

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,” “estimate,” “start,” “project,” “budget,” “forecast,” “preliminary,” “anticipate,” “aims,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “continue,” “predicts,” “potential,” “transform,” “commitment” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These statements include those related to the effect of the investment and partnership for the platforms, users, OSN Group and Anghami and innovation. 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. 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 outcome of any legal proceedings that may be instituted against Anghami; changes in applicable laws or regulations; and the possibility that Anghami may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties identified in Anghami’s fiscal 2023 annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 29, 2024, 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.

 

Contact

For more information, please contact: 

Amal Subhash

amal.subhash@ipn.ae

+971 50 833 4170  

Impact Porter Novelli

 

 

Exhibit 99.2

 

CERTAIN INFORMATION IN THIS EXHIBIT MARKED [*****] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (A) NOT MATERIAL AND (B) THE TYPE OF INFORMATION THAT THE COMPANY CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

 

confidential

Execution version

 

 

 

 

 

 

 

 

 

ANGHAMI INC.

 

CONVERTIBLE NOTE PURCHASE AGREEMENT

 

SENIOR UNSECURED CONVERTIBLE NOTE DUE 2027

 

December 16, 2024

 

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

Article 1 AUTHORIZATION AND SALE OF THE CONVERTIBLE NOTES			1
	Section 1.01	Authorization of the Convertible Notes	1
	Section 1.02	Sale of Convertible Notes	1
Article 2 CLOSING DATE; DELIVERY			1
	Section 2.01	Closing Date	1
	Section 2.02	Delivery and Payment	2
	Section 2.03	Additional Principal Amount	2
Article 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY			2
	Section 3.01	Organization and Standing	2
	Section 3.02	Corporate Power	3
	Section 3.03	Governmental Consents, Etc	3
	Section 3.04	Noncontravention	3
	Section 3.05	Authorization	4
	Section 3.06	The Convertible Note and the Additional Notes	4
	Section 3.07	Underlying Securities	4
	Section 3.08	SEC Reports	4
	Section 3.09	Capitalization	5
	Section 3.10	Contracts	5
	Section 3.11	Indebtedness	6
	Section 3.12	Related Party Liabilities	7
	Section 3.13	Litigation	7
	Section 3.14	Compliance; Regulatory Permits	7
	Section 3.15	Foreign Corrupt Practices	7
	Section 3.16	Office of Foreign Assets Control	8
	Section 3.17	Registration Rights	8
	Section 3.18	Placement	8
	Section 3.19	Certain Transactions	9
	Section 3.20	Absence of Certain Changes	9
	Section 3.21	Acknowledgment Regarding Purchaser’s Purchase of Securities	9
	Section 3.22	Related Party Transaction	9
	Section 3.23	Transactions Not Enjoined	10

 

 

Article 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS			10
	Section 4.01	Organization and Standing	10
	Section 4.02	Authorization	10
	Section 4.03	Noncontravention	10
	Section 4.04	Investment Experience	11
	Section 4.05	Investment Intent	11
	Section 4.06	Accredited Investor	11
	Section 4.07	Rule 144	11
	Section 4.08	Restrictions on Transfer; Restrictive Legends	11
	Section 4.09	No General Solicitation	12
Article 5 COVENANTS			12
	Section 5.01	Transfer Restrictions; Legends	12
	Section 5.02	Use of Proceeds	12
	Section 5.03	Securities Law Disclosure	12
	Section 5.04	Exchange Act Filings; Financial Statements	13
	Section 5.05	Nasdaq Compliance	13
	Section 5.06	Compliance with Law	13
Article 6 REGISTRATION RIGHTS			14
	Section 6.01	Registration Rights	14
Article 7 SURVIVAL			14
	Section 7.01	Survival of Representations and Warranties	14
Article 8 MISCELLANEOUS			14
	Section 8.01	Entire Agreement; Amendment; Assignment	14
	Section 8.02	Notices	14
	Section 8.03	Governing Law	15
	Section 8.04	Jurisdiction	16
	Section 8.05	Delays or Omissions	16
	Section 8.06	Broker’s or Finder’s Fees	16
	Section 8.07	Expenses	16
	Section 8.08	Counterparts	17
	Section 8.09	Severability	17
	Section 8.10	Titles and Subtitles	17
	Section 8.11	References to Dollars	17
	Section 8.12	Third Party Rights	17
	SCHEDULE A Disclosure Letter		19
	EXHIBIT A Form of Convertible Note		20

 

 

ANGHAMI INC

 

CONVERTIBLE NOTE PURCHASE AGREEMENT

 

This CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement”) is made effective as of December 16, 2024 by and between Anghami Inc., a Cayman Islands exempted company with registration number 372207, whose registered office is at PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (the “Company”), and OSN Streaming Limited, a Cayman Islands exempted company with registration number 404857, whose registered office is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (“OSN” or the “Purchaser”).

 

RECITALS:

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”), the Purchaser desires to purchase from the Company, and the Company desires to issue and sell the Convertible Note (as defined herein).

 

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

 

Article 1
AUTHORIZATION AND SALE OF THE CONVERTIBLE NOTES

 

Section 1.01 Authorization of the Convertible Notes. The Company has authorized the sale and issuance of a Senior Unsecured Convertible Note due 2027 (the “Convertible Note”). The Form of Convertible Note is attached hereto as Exhibit A. The Convertible Note will be convertible into ordinary shares in the capital of the Company, par value $0.0001 per share (the “Ordinary Shares”). Ordinary Shares that may be issued upon conversion of the Convertible Note and the Additional Notes (as defined herein) are referred to herein as “Underlying Securities”. The Company has authorized the sale and issuance of the Underlying Securities as set forth herein. The Convertible Note, the Additional Notes and the Underlying Securities are referred to herein as the “Securities.”

 

Section 1.02 Sale of Convertible Notes. Subject to the terms and conditions hereof, the Company will issue and sell to the Purchaser the Convertible Note, and the Purchaser will buy from the Company the Convertible Note. The Convertible Note will be issued in an aggregate principal amount of $12,000,000, and the purchase price for the Convertible Note will be $12,000,000 (the “Purchase Price”).

 

Article 2
CLOSING DATE; DELIVERY

 

Section 2.01 Closing Date. The purchase and sale of the Convertible Note to the Purchaser shall be consummated at a closing (the “Closing”) to be held remotely via the exchange of documents and signatures, on the date hereof (the “Closing Date”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement.

 

 

Section 2.02 Delivery and Payment. At the Closing, (i) the Company will (a) issue to the Purchaser the Convertible Note in the principal amount of $12,000,000 in the form attached hereto as Exhibit A, (b) cause the Convertible Note (or book entry positions representing the Convertible Note) to be registered in the name of the Purchaser and (c) deliver to the Purchaser any other opinions, certificates, statements and agreements as the Purchasers’ counsel may reasonably require and (ii) the Purchaser will present evidence of payment of the Purchase Price to the Company by wire transfer of immediately available funds, per the Company’s instructions (which instructions shall be delivered to the Purchaser no later than five (5) Business Days prior to the Closing Date); provided that the delivery of Federal Reference numbers or other similar irrevocable confirmations of such payment by the Purchaser shall be conclusive evidence of the satisfaction of the Purchaser’s obligation under this Section 2.02(ii). The Company shall provide confirmation by written notice to the Purchaser within one (1) Business Day of receipt of payment of the Purchase Price specifying the date upon which the payment was received. “Business Day” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

 

Section 2.03 Additional Principal Amount. From the date of this Agreement until the date that is 18 months after the Closing Date, the Purchaser, at its sole option, has the right to purchase one or more additional Senior Unsecured Convertible Notes due 2027 substantially in the same form as the Convertible Note up to an aggregate principal amount of $43,000,000 (the “Additional Notes”). Any such election to purchase any Additional Notes may be exercised by written notice from the Purchaser to the Company setting forth the aggregate principal amount of the Additional Notes to be purchased and the date on which such Additional Notes are to be delivered, as determined by the Purchaser, but in no event, unless the Purchaser and the Company otherwise agree in writing, earlier than two (2) or later than five (5) Business Days after the date of such notice.

 

Article 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 

Except as set forth in the SEC Reports (as defined below) or Disclosure Letter attached as Schedule A hereto (the “Disclosure Letter”), the Company hereby represents and warrants to the Purchaser that:

 

Section 3.01 Organization and Standing. The Company has been duly incorporated and is validly existing in good standing under the laws of the Cayman Islands, with corporate power and authority to own its properties and conduct its business as now conducted. Each subsidiary of the Company has been duly organized and is validly existing as an entity in good standing under the laws of its jurisdiction of organization. Each of the Company and its subsidiaries is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in such good standing would not have a Material Adverse Effect. A “Material Adverse Effect” shall mean any material adverse effect on (i) the assets, liabilities, business, properties, operations, financial condition, prospects or results of operations of and/or the legal and regulatory regime applicable to, or macroeconomic and/or geopolitical and/or natural phenomena (including acts of God) applicable to, the Company and its subsidiaries, taken as a whole (including but not limited to those contemplated by Section 3.13 below), (ii) the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith or (iii) the authority or the ability of the Company to perform its obligations under this Agreement, the Convertible Note or the Additional Notes.

 

 

Section 3.02 Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement, the Convertible Note and, if and when delivered, the Additional Notes (together, the “Transaction Documents”), to sell and issue the Convertible Note and the Additional Notes, to issue the Underlying Securities of the Company upon conversion of the Convertible Note and the Additional Notes, and to carry out and perform its obligations under the terms of the Transaction Documents.

 

Section 3.03 Governmental Consents, Etc. No consent, approval, order, permit, license or authorization of, or designation, declaration or filing with, any governmental authority on the part of the Company or any of its subsidiaries is required in connection with the valid execution, delivery and performance of the Transaction Documents, or the offer, sale or issuance of the Convertible Note, the Additional Notes or the Underlying Securities, or the consummation of any other transaction contemplated hereby or thereby, except the qualification (or taking of such action as may be necessary to secure an exemption from qualification, if available) of the offer and sale of the Convertible Note, the Additional Notes and the Underlying Securities under applicable “blue sky” laws, which filings and qualifications, if required, will be accomplished in a timely manner. For the avoidance of doubt, any required filing under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 6-K disclosing the transactions contemplated hereby and filing any form of the Transaction Documents as required shall not be deemed to be a violation of this Section 3.03. Except as otherwise disclosed in the SEC Reports (as defined below), the Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq and the Nasdaq Global Market (the “Exchange”) and has not received any written notice from Nasdaq of an event or condition that would reasonably be expected to cause the Ordinary Shares to be delisted by Nasdaq. The issuance and sale of the Convertible Note and the Underlying Securities hereunder, do not, and the Additional Notes and the Underlying Securities issued in connection therewith, when and if issued and sold, will not, contravene the rules and regulations of Nasdaq or the Exchange.

 

Section 3.04 Noncontravention. Assuming compliance with the matters referred to in Section 3.03, the issuance and sale of the Convertible Note and the Additional Notes and the performance by the Company of its obligations under the Transaction Documents, including the Company’s obligation to issue Underlying Securities upon conversion of the Convertible Note and the Additional Notes, and the consummation of the transactions therein contemplated will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the organizational documents of the Company or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the properties or assets of the Company or any of its subsidiaries or any of their properties, except, with respect to clauses (i) and (iii), for such conflicts, breaches, violations or defaults as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

 

 

Section 3.05 Authorization. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution, delivery and performance by the Company of the Transaction Documents, the authorization, sale, issuance and delivery by the Company of the Convertible Note, the Additional Notes and the Underlying Securities and the performance by the Company of its obligations under the Transaction Documents to which it is a party, has been taken.

 

Section 3.06 The Convertible Note and the Additional Notes. The Convertible Note constitutes, and the Additional Notes, when and if issued will constitute, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference or other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (the “Enforceability Exceptions”).

 

Section 3.07 Underlying Securities. The maximum number of shares of Underlying Securities issuable upon conversion of the Convertible Note have been duly authorized and reserved and the Company will duly authorize and reserve the maximum number of Underlying Securities as may be issuable from time to time under the Additional Notes. Any Underlying Securities will be validly issued, fully paid and non-assessable, when and to the extent issued upon conversion of the Convertible Note and the Additional Notes in accordance with their respective terms, and the issuance of any Underlying Securities will not be subject to any preemptive or similar rights.

 

Section 3.08 SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, including without limitation pursuant to Section 13 or 15(d) thereof, since the filing of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023 (the “2023 Form 20-F”) through the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports (as defined below) prior to the expiration of any such extension. As of its respective filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), the 2023 Form 20-F, and all other reports of the Company filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act from the filing date of the 2023 Form 20-F through the date of this Agreement (including the exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act. As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with International Financial Reporting Standards (”IFRS”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

 

 

Section 3.09 Capitalization. The Company has an authorized capitalization as of December 31, 2023 (the “Capitalization Date”) as set forth in its 2023 Form 20-F. All of the issued shares in the capital of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; and all of the issued shares in the capital of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except to the extent that it would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except pursuant to that certain Registration Rights Agreement, dated April 1, 2024, between the Company and OSN (the “OSN Registration Rights Agreement”), no shares in the capital of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the date hereof, (i) there are no outstanding options, warrants, scrips, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares in the capital of the Company or any of its subsidiaries, or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares in the capital of the Company or any of its subsidiaries except (w) as set forth in the SEC Reports and the exhibits attached and incorporated by reference thereto, (x) as were granted or issued after the Capitalization Date pursuant to the Company’s equity compensation plans described in the SEC Reports, and (y) as a result of the purchase and sale of the Convertible Note or the Additional Notes; and (ii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Convertible Note, the Additional Notes or the Underlying Securities. The Company’s certificate of memorandum and articles of association as in effect on the date hereof have been filed as part of the SEC Reports and are available on the SEC’s EDGAR system as of the Business Day prior to the date hereof. Other than the Convertible Note and the Additional Notes, the terms of all securities convertible into or exercisable for Ordinary Shares of the Company and the material rights of the holders thereof in respect thereto are as described in the SEC Reports and exhibits attached or incorporated by reference thereto.

 

Section 3.10 Contracts. All material contracts of the Company and any of its subsidiaries (the “Material Contracts”) have been disclosed as exhibits in the SEC Reports or have otherwise been provided to the Purchaser. Each Material Contract is valid and is in full force and effect. None of the Company or any of its subsidiaries or, to the knowledge of the Company, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any material respect or has provided or received any notice of any intention to terminate, any Material Contract.

 

 

Section 3.11 Indebtedness. Neither the Company nor any of its subsidiaries (i) has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined below) of the Company or any of its subsidiaries or by which the Company or any of its subsidiaries is or may become bound, (ii) except as disclosed in the SEC Reports, is a party to any contract, agreement or instrument, the violation of which, or default under which, by any other parties to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements securing obligations in any amounts filed in connection with the Company or any of its subsidiaries; (iv) is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries have any liabilities or obligations required to be disclosed in the SEC Reports which are not so disclosed in the SEC Reports, other than those incurred in the ordinary course of the Company’s or its subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of this Agreement: (x) ” Indebtedness” of any person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with IFRS) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with IFRS, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any lien upon or in any property or assets (including accounts and contract rights) owned by any person, even though the person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation” means, as to any person, any direct or indirect liability, contingent or otherwise, of that person with respect to any Indebtedness, lease, dividend or other obligation of another person if the primary purpose or intent of the person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

 

 

Section 3.12 Related Party Liabilities. Neither the Company nor any of its subsidiaries has any outstanding liabilities to any related parties other than its shareholders in excess of an aggregate amount of $250,000 other than what is disclosed in Section 3.12 of the Disclosure Letter.

 

Section 3.13 Litigation. As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Company, threatened against or affecting, the Company or any of its subsidiaries before (or, in the case of threatened actions, suits, investigations or proceedings, would be before) or by any court, public board, government agency or self-regulatory organization or body, that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

 

Section 3.14 Compliance; Regulatory Permits. Neither the Company nor any of its subsidiaries: (i) is in violation of any term of or in default under any of their respective articles of association, certificates of designation or organizational charters, certificates of formation, memoranda of association, articles of association, or certificates of incorporation or bylaws, (ii) is in violation of any term of or in default under any preferences or rights of any other outstanding series of preferred shares of the Company or any of its subsidiaries, (iii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority; or (iv) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, applicable loss thresholds, filing requirements, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect. The Company and each of its subsidiaries possess in good standing all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect, (“Material Permits”) and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Material Permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its subsidiaries or to which the Company or any of its subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its subsidiaries, any acquisition of property by the Company or any of its subsidiaries or the conduct of business by the Company or any of its subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its subsidiaries.

 

Section 3.15 Foreign Corrupt Practices. None of the Company, any of its subsidiaries or any of their respective directors and officers, nor to the knowledge of the Company or any of its subsidiaries, any of their respective agents, employees, or other persons acting for or on behalf of the Company or any of its subsidiaries, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns, or officials of such parties or campaigns, from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any of its subsidiaries (or made by any person acting on its behalf) which is in violation of any applicable law or (iv) violated in any material respect any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”) or any other applicable anti-bribery or anti-corruption laws. The Company and each of its subsidiaries has implemented and maintained in effect policies and procedures reasonably designed to ensure compliance with the FCPA and any other applicable anti-bribery or anti-corruption laws.

 

 

Section 3.16 Office of Foreign Assets Control. None of the Company, any of its subsidiaries or any of their respective directors and officers, nor to the knowledge of the Company or any of its subsidiaries, any of their respective agents, employees or affiliates is currently or has previously been in violation of any applicable U.S. and non-U.S. anti-money laundering laws and regulations or is subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”). None of the Company, any of its subsidiaries, or any of their respective directors and officers, nor to the knowledge of the Company or any of its subsidiaries, any of their respective agents, employees or affiliates is a Sanctioned Person. The Company and each of its subsidiaries has implemented and maintained in effect policies and procedures reasonably designed to ensure compliance with any applicable U.S. and non-U.S. anti-money laundering laws and regulations and any applicable U.S. sanctions administered by OFAC. For purposes of this Section 3.16, “Sanctioned Person” means (a) any person or group listed in any sanctions-related list of designated persons maintained by OFAC, including the List of Specially Designated Nationals and Blocked Persons, or the U.S. Department of State, the United Nations Security Council, His Majesty’s Treasury of the United Kingdom, the European Union or any EU member state, (b) any person subject to any law that would prohibit all or substantially all financial or other transactions with that person or would require that assets of that person that come into the possession of a third-party be blocked (c) any legal entity organized or domiciled in any country, territory or region which is itself the subject or target of any comprehensive Sanctions (which may include Cuba, Iran, North Korea, Syria, Crimea, the so-called People’s Republic of Donetsk, the so-called People’s Republic of Luhansk) (a “Sanctioned Country”), (d) any agency, political subdivision or instrumentality of the government of a Sanctioned Country, (e) any natural person ordinarily resident in a Sanctioned Country, or (f) any person 50% or more owned, directly or indirectly, individually or in the aggregate by any of the above.

 

Section 3.17 Registration Rights. Except as set forth in the SEC Reports, the Company is not under any obligation to register under the Securities Act, any of its presently outstanding securities.

 

Section 3.18 Placement. Subject to the accuracy of the Purchaser’s representations in this Agreement, the offer, sale and issuance of the Convertible Note, the Additional Notes and the Underlying Securities (the “Placement”) constitute transactions exempt from the registration requirements of Section 5 of the Securities Act. Neither the Company nor any agent on its behalf has taken or will take any action so as to bring the sale of the Convertible Note, the Additional Notes or any Underlying Securities by the Company within the registration provisions of the Securities Act or any state securities laws.

 

 

Section 3.19 Certain Transactions. Since January 1, 2024, except for compensation or other employment arrangements in the ordinary course of business and the Placement, there has been no transaction, or series of similar transactions, agreements, arrangements, relationships, payments or understandings, nor are there any currently proposed transactions, or series of similar transactions, agreements, arrangements, relationships, payments or understandings to which the Company or any of its subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act that is not disclosed in the SEC Reports.

 

Section 3.20 Absence of Certain Changes. Since December 31, 2023, (i) there has been no event, occurrence, development or circumstance that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company and its subsidiaries have not incurred any liabilities (contingent or otherwise) other than (a) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practices and (b) liabilities not required to be reflected in the Company’s financial statements pursuant to IFRS or required to be disclosed in filings made with the SEC, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital, (v) the Company has not issued any equity securities to any officer, director or affiliate, except pursuant to the Company’s existing share option plans and (vi) the Company does not have pending before the SEC any request for confidential treatment of information. No event, fact, liability, occurrence, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its subsidiaries or any of their respective businesses, assets, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise) that would be required to be disclosed by the Company under applicable securities laws as of the time this representation is made or deemed made which has not been publicly announced, except for the entry into the Transaction Documents.

 

Section 3.21 Acknowledgment Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that the Purchaser is acting solely in the capacity of an arm’s length Purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and that any statement made by the Purchaser or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Purchaser’s purchase of the Securities and has not been relied upon by the Company or its officers or directors (or functional equivalents) in any way. The Company further represent to the Purchasers that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

 

Section 3.22 Related Party Transaction. The Board of Directors of the Company (or an authorized committee thereof) (the “Board”) has reviewed the transactions contemplated hereby with respect to any “related party transaction,” including for purposes of applicable laws of the Cayman Islands and the applicable rules of Nasdaq and has approved any such transaction consistent with the applicable standards.

 

 

Section 3.23 Transactions Not Enjoined. No governmental authority has enacted, issued, promulgated, enforced or entered any order, writ, judgment, injunction, decree, stipulation, determination or award which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. No action or proceeding by or before any court or other governmental body has been instituted or threatened by any governmental authority or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement.

 

Article 4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

 

The Purchaser hereby represents and warrants to the Company as follows:

 

Section 4.01 Organization and Standing. The Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with the corporate or other entity power and authority to own and operate its business as presently conducted, except where the failure to be or have any of the foregoing would not have a material and adverse effect on the legality, validity or enforceability of the Transaction Documents to which it is a party, and the Purchaser is duly qualified as a foreign corporation or other entity to do business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of their activities makes such qualification necessary, except for such failures to be so qualified or in good standing would not have a material and adverse effect on the legality, validity or enforceability of the Transaction Documents to which it is a party.

 

Section 4.02 Authorization.

 

(i) The Purchaser has the requisite corporate or other entity power and authority to execute and deliver Transaction Documents to which it is a party and perform its obligations under the Transaction Documents. The execution and delivery of each such Transaction Document by the Purchaser, the performance by the Purchaser of its obligations thereunder, and all other necessary corporate or other entity action on the part of the Purchaser have been duly authorized by its board of directors or similar governing body, and no other corporate or other entity proceedings on the part of such Purchaser is necessary for such Purchaser to execute and deliver the relevant Transaction Documents and perform its obligations thereunder.

 

(ii) Each of the relevant Transaction Documents has been duly and validly authorized, and when executed and delivered by the Purchaser, shall constitute valid and binding obligations of the Purchaser, enforceable in accordance with their terms, subject to the Enforceability Exceptions.

 

Section 4.03 Noncontravention. Neither the execution and delivery of the Transaction Documents to which the Purchaser is a party by the Purchaser nor the performance by such Purchaser of its obligations thereunder will (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Purchaser or any of its subsidiaries is a party or by which Purchaser or any of its subsidiaries is bound or to which any of the property or assets of the Purchaser or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the certificate of incorporation, bylaws or similar organizational and governing documents of Purchaser or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the properties or assets of the Purchaser or any of its subsidiaries or any of their properties, except, with respect to clauses (i) and (iii), for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not have a material adverse effect on the ability of the Purchaser to perform its obligations under the Transaction Documents to which the Purchaser is a party. For purposes of this Section 4.03, the Purchaser’s subsidiaries shall not include the Company or any of its subsidiaries.

 

 

Section 4.04 Investment Experience. The Purchaser has such knowledge, sophistication and experience in financial, tax and business matters in general, and investments in securities in particular, that it is capable of evaluating the merits and risks of this investment in the Securities, and the Purchaser has made such investigations in connection herewith as it deemed necessary or desirable so as to make an informed investment decision without relying upon the Company for legal or tax advice related to this investment. In making its decision to acquire the Securities, the Purchaser has not relied upon any information other than information provided to it by the Company or its representatives and contained herein, including the representations and warranties and covenants of the Company contained herein.

 

Section 4.05 Investment Intent. The Purchaser is acquiring the Securities for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, other than the transfer of shares to an affiliated investment fund under common control with Purchaser. It understands that the sale of the Securities has not been registered under the Securities Act by reason of an exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent and the accuracy of the Purchaser’s representations as expressed herein.

 

Section 4.06 Accredited Investor. The Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D of the Securities Act.

 

Section 4.07 Rule 144. The Purchaser acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. It is aware of the provisions of Rule 144 (“Rule 144”) promulgated under the Securities Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions.

 

Section 4.08 Restrictions on Transfer; Restrictive Legends. The Purchaser understands that the transfer of the Convertible Note and the Additional Notes (if any) is restricted by this Agreement and applicable state and federal securities laws and the transfer of the Underlying Securities is restricted by applicable state and federal securities laws, and that each certificate, instrument, or book entry representing the Convertible Notes and the Additional Notes (if any) and, if applicable, the Underlying Securities will be imprinted with legends restricting transfer except in compliance therewith. The Company need not register a transfer of legended Convertible Note, Additional Notes or Underlying Securities and may also instruct its transfer agent or other applicable agent not to register the transfer of the Convertible Note, the Additional Notes or Underlying Securities and to enforce applicable stop transfer instructions, unless the conditions specified in each of these legends is satisfied.

 

 

Section 4.09 No General Solicitation. The Purchaser is unaware of, and in deciding to participate in the Placement is in no way relying upon and did not become aware of the Placement through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media, or broadcast over television or radio or the internet, in connection with the Placement.

 

Article 5
COVENANTS

 

Section 5.01 Transfer Restrictions; Legends.

 

(i) The Securities may only be disposed of in compliance with applicable federal and state securities laws. Subject to applicable federal and state securities laws, and only with the prior consent of the Company, Purchaser may transfer the Convertible Note and the Additional Notes, in whole or in part; provided that the Purchaser may transfer the Convertible Note and the Additional Notes to any of its affiliates or subsidiaries without the prior consent of the Company. As a condition of transfer of the Convertible Note and the Additional Notes, any such transferee shall agree in writing to be bound by the terms of the Securities. The Purchaser should notify the Company five (5) Business Days prior to any transfer.

 

(ii) The certificates, agreements, instruments, or book entries evidencing the Securities shall have endorsed thereon the legends set forth in the Convertible Note as required by the terms of the Convertible Note.

 

Section 5.02 Use of Proceeds. The Company will use the proceeds from the sale of the Convertible Note and the Additional Notes (if any) for working capital, growth and other general corporate purposes and shall not use such proceeds, directly or indirectly: (i) for the satisfaction of any portion of any Indebtedness of the Company or any of its subsidiaries (other than payment of trade payables in the ordinary course of the Company’s business and prior practices); (ii) for the redemption of any Ordinary Shares or equivalents thereof; (iii) for the settlement of any outstanding litigation; or (iv) in violation of the FCPA or any other applicable anti-bribery or anti-corruption laws or any applicable U.S. sanctions administered by OFAC.

 

Section 5.03 Securities Law Disclosure. On or prior to the fourth (4th) Business Day following the Closing Date, the Company will file a Report of Foreign Private Issuer on Form 6-K with the SEC describing the terms of the Transaction Documents and filing such Transaction Documents or forms thereof as may be required under the Exchange Act; provided that the Company shall furnish the Purchaser with a copy of such Form 6-K at least 36 hours in advance of filing to review and shall not file any such Form 6-K to which the Purchaser reasonably objects. The Company may also issue a press release describing the material terms of the transactions contemplated by the Transaction Documents; provided that the Company shall furnish the Purchaser with a copy of such press release at least 24 hours in advance of filing to review and shall not file any press release to which the Purchaser objects. The Purchaser may amend its existing Statement of Beneficial Ownership on Schedule 13D in connection with the transactions contemplated by the Transaction Documents in accordance with the Exchange Act; provided that the Purchaser shall furnish the Company with a copy of such amendment at least 24 hours in advance of filing to review and shall not file any such amendment to which the Company reasonably objects.

 

 

Section 5.04 Exchange Act Filings; Financial Statements. Until the earlier of (i) such time that the Purchaser no longer owns any Securities and (ii) such time that the Company is no longer a reporting company under the Exchange Act, the Company agrees to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act and agrees to file audited annual financial statements and unaudited financial statements no less than semi-annually; provided that if the Company no longer files such financial statements pursuant to this Section 5.04, the Company shall deliver to the Purchaser (y) as soon as practicable, but in any event within 180 days after the end of each fiscal year of the Company, audited financial statements for such fiscal year and (z) as soon as practicable, but in any event within 90 days after the end of the six-month period ended on June 30 of each fiscal year, unaudited financial statements for such six-month period.

 

Section 5.05 Nasdaq Compliance. Until such time that the Purchaser no longer owns any Securities, the Company will use best efforts to maintain compliance with all applicable Nasdaq listing requirements.

 

Section 5.06 Compliance with Law. Until such time that the Purchaser no longer owns any Securities, the Company will use best efforts to, and cause each of its subsidiaries to comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including applicable federal and state securities laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, except in each case where non-compliance with such laws, ordinances or governmental rules or regulations or the failure to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 

 

Article 6
REGISTRATION RIGHTS

 

Section 6.01 Registration Rights. The Underlying Securities shall constitute “Registrable Securities” pursuant to, and which are entitled to the benefits of, that OSN Registration Rights Agreement.

 

Article 7
SURVIVAL

 

Section 7.01 Survival of Representations and Warranties. Except in the case of fraud, the representations and warranties of the Company and the Purchaser contained in or made pursuant to this Agreement shall not survive the Closing. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.

 

Article 8
MISCELLANEOUS

 

Section 8.01 Entire Agreement; Amendment; Assignment. This Agreement and the other Transaction Documents constitute the full and entire understanding and agreement between the Company and the Purchaser with regard to the subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein. Any prior agreements, understandings or representations with respect to the subject matter hereof are superseded by this Agreement and shall have no further force or effect. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the parties hereto. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

 

Section 8.02 Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be sent by e-mail, by registered or certified mail, postage prepaid, or otherwise delivered by facsimile transmission, by hand or by messenger, addressed:

 

(i)

if to the Purchaser, to:

 

OSN Streaming Limited

OSN Building, Dubai Media City

Dubai UAE

Attention: [*****]

E-mail: [*****]

 

With a copy to:

 

 

Freshfields US LLP
3 World Trade Center
175 Greenwich Street
New York, NY 10007
Email: paul.humphreys@freshfields.com

Attention: Paul K. Humphreys, Esq.

 

(ii)

if to the Company, to:

 

Anghami Inc.
16th Floor, Al-Khatem Tower,
WeWork Hub71
Abu Dhabi Global Market Square,
Al Maryah Island, Abu Dhabi, United Arab Emirates
Email: [*****]
Attention: [*****]

 

With a copy to:

 

Anghami
OSN Building, 2nd Floor
Dubai Media City
Dubai, United Arab Emirates
Email: [*****]
Attention: [*****]

 

With a copy to:

Norton Rose Fulbright US LLP

 

2200 Ross Avenue, Suite 3600
Dallas, Texas 75201-7932
United States
Email: blake.redwine@nortonrosefulbright.com
Attention: Blake Redwine

 

All such notices, requests and other communications hereunder shall be deemed duly given on the date of receipt by the recipient thereof if received before 5:00 p.m. local time on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt.

 

Section 8.03 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands.

 

 

Section 8.04 Jurisdiction. The Courts of the Cayman Islands shall have exclusive jurisdiction to hear, settle and adjudicate any dispute or claim (whether contractual or non-contractual) howsoever arising out of or in connection with this Agreement, and the parties hereto do hereby irrevocably submit to the exclusive jurisdiction of the Courts of the Cayman Islands for all such purposes. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 8.02 shall be deemed effective service of process on such party.

 

Section 8.05 Delays or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach or default of another party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

 

Section 8.06 Broker’s or Finder’s Fees. Each party represents that it neither is, nor will be, obligated for any finders’ fee or commission in connection with the transactions contemplated hereby. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a brokerage or finders’ fee or agent’s commission arising from the transactions contemplated hereby (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a brokerage or finders’ fee or agent’s commission arising from the transactions contemplated hereby (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

 

Section 8.07 Expenses. Except as otherwise expressly provided herein, each of the Company, on the one hand, and the Purchaser, on the other hand, shall bear its or their own expenses incurred with respect to this Agreement and the transactions contemplated hereby, except that following the successful completion of the Closing, the Company will reimburse the Purchaser for its documented out-of-pocket expenses incurred in connection with the transactions contemplated by this Agreement.

 

 

Section 8.08 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the Electronic Transactions Act (As Revised) of the Cayman Islands, the U.S. federal ESIGN Act of 2000, the U.S. Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

Section 8.09 Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision, which shall be replaced with an enforceable provision closest in intent and economic effect as the severed provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

 

Section 8.10 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

 

Section 8.11 References to Dollars. References in this Agreement to dollars and “$” are to U.S. Dollars, being the lawful currency of the United States of America.

 

Section 8.12 Third Party Rights. Each of the Purchaser and the Company has the right under the Contracts (Rights of Third Parties) Act (As Revised) (the “Third Party Rights Act”), to enforce, in its own right, its rights pursuant to the terms of this Agreement subject to and in accordance with the provisions of the Third Party Rights Act. Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement is not required for any amendment to, or variation, release, rescission or termination of this Agreement.

 

[Remainder of this page intentionally left blank]

 

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

 

	ANGHAMI INC.
	By:	/s/ Elias Habib
	Name:	Elias Habib
	Title:	Chief Executive Officer
	OSN Streaming Limited
	By:	/s/ Joseph Kawkabani
	Name:	Joseph Kawkabani
	Title:	Group CEO, Authorised Signatory
	By:	/s/ Fiona Robertson
	Name:	Fiona Robertson
	Title:	Group General Counsel, Director, & Authorised Signatory

 

[Signature Page to Convertible Note Purchase Agreement]

 

 

SCHEDULE A
Disclosure Letter

 

[Omitted]

 

 

EXHIBIT A
Form of Convertible Note

 

[Omitted]

 

 

20

 

Exhibit 99.3

 

CONFIDENTIAL

Execution version

 

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, (THE “U.S. SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE U.S. SECURITIES ACT OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE BORROWER), IN A FORM REASONABLY ACCEPTABLE TO THE BORROWER, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING Section 3.05 HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO Section 3.05 OF THIS NOTE.

 

ANGHAMI INC.

 

SENIOR UNSECURED CONVERTIBLE NOTE

 

No. 1

 

US$12,000,000

December 16, 2024

 

FOR VALUE RECEIVED, Anghami Inc., a Cayman Islands exempted company, with registration number 372207, whose registered office is at PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands, hereby promises to pay to OSN Streaming Limited, a Cayman Islands exempted company with registration number 404857, whose registered office is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands, or registered assigns, at the address set forth in Section 8.01 of this Senior Unsecured Convertible Note (this “Note”), the principal sum of TWELVE MILLION DOLLARS ($12,000,000), together with PIK Interest accrued thereon from time to time as provided herein, on the Maturity Date (as defined below).

 

Article 1
DEFINITIONS; INTERPRETATIONS

 

Section 1.01 Definitions.

 

(a) The terms defined in this Article 1 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Note shall have the respective meanings specified in this Article 1. The words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Note as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular. Unless otherwise noted, references to “U.S. Dollars” or “$” shall mean the currency of the United States.

 

 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

 

“Bankruptcy Law” shall have the meaning specified in Section 5.01.

 

“Base Conversion Price” means, subject to adjustment pursuant to this Note, (i) $2.50, with respect to any conversion of this Note pursuant to Section 4.01 or Section 4.02 prior to the first anniversary of the Closing Date (as defined in the Purchase Agreement), (ii) $2.75, with respect to any conversion of this Note pursuant to Section 4.01 or Section 4.02 on or after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date or (iii) $3.00, with respect to any conversion of this Note pursuant to Section 4.01 or Section 4.02 on or after the second anniversary of the Closing Date.

 

“Board of Directors” means the Board of Directors of the Borrower or any duly authorized committee of such Board of Directors.

 

“Borrower” means Anghami Inc., a Cayman Islands exempted company, until a successor Person shall replace it pursuant to the applicable provisions of this Note, and thereafter “Borrower” shall mean such successor Person.

 

“Borrower Shareholder Approval” shall have the meaning specified in Section 4.03(j).

 

“Business Day” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

 

“Capital Shares” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) the equity of such Person, but excluding any debt securities convertible into such equity.

 

“Cash” or “cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

 

“close of business” means 5:00 p.m. (New York City time).

 

“Commission” means the U.S. Securities and Exchange Commission.

 

“Common Equity” of any Person means Capital Shares of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person.

 

 

“Conversion Amount” shall have the meaning specified in Section 4.03(a).

 

“Conversion Cap” shall have the meaning specified in Section 4.03(j).

 

“Conversion Date” shall have the meaning specified in Section 4.03(b).

 

“Conversion Obligation” means, in respect of any conversion of this Note, the related Ordinary Shares to be transferred to the Holder by the Borrower resulting from the applicable conversion procedures set forth in Article 4.

 

“Default” means any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.

 

“Dilutive Issuance” shall have the meaning specified in Section 4.07(a).

 

“Dilutive Issuance Notice” shall have the meaning specified in Section 4.07(a).

 

“Equity Interests” means, with respect to any Person, all of the shares of Capital Shares of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of Capital Shares of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of Capital Shares of (or other ownership or profit interests in) such Person (other than, prior to the date of conversion, indebtedness that is convertible into Equity Interests) or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in 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.

 

“Event of Default” shall have the meaning specified in Section 5.01.

 

“Excluded Issuances” means any issuance, sale or grant (or deemed issuance, sale or grant) by the Borrower after the Issue Date of: (a) Ordinary Shares issued upon the conversion of this Note or any Additional Notes; (b) Ordinary Shares issued upon exercise of the warrants set forth on Schedule 4.10; and (c) Ordinary Shares authorized by the Board of Directors and issued pursuant to (i) The Anghami Inc. Long Term Incentive Plan or amendment thereto or (ii) any other incentive plan or amendment thereto, in each case as approved by the Board of Directors.

 

“Ex-Dividend Date” means the first date on which Ordinary Shares trade on Nasdaq or on the applicable stock exchange on which Ordinary Shares is then traded, regular way, without the right to receive the issuance, dividend or distribution in question from the Borrower.

 

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

 

“Form of Notice of Conversion” shall mean the “Form of Notice of Conversion” attached as Attachment 1 to this Note.

 

 

“Fundamental Change” shall be deemed to have occurred at the time after this Note is originally issued if any of the following occurs:

 

(a) a “person” or “group” (other than the Holder or an Affiliate thereof) within the meaning of Section 13(d) of the Exchange Act, other than the Borrower, its Wholly Owned Subsidiaries and the employee benefit plans of the Borrower and its Wholly Owned Subsidiaries, has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of (x) the Ordinary Shares representing more than 50% of the voting power of the Ordinary Shares or (y) Common Equity of the Borrower representing more than 50% of the voting power of all Common Equity of the Borrower;

 

(b) the shareholders of the Borrower approve any plan or proposal for the liquidation or dissolution of the Borrower;

 

(c) the Borrower voluntarily delists its Ordinary Shares from the Nasdaq markets; or

 

(d) a Merger Event.

 

If any transaction in which the Ordinary Shares is replaced by the securities of another entity occurs, following the effective date of such transaction, references to the Borrower in this definition shall instead be references to such other entity.

 

“Holder” means OSN Streaming Limited, a Cayman Islands exempted company, or its registered assigns or any transferee or successor pursuant to the applicable provisions of this Note, as applicable.

 

“Interest Capitalization Date” means (i) the last day of each month, commencing on December 31, 2024; and (ii) if not otherwise included in clause (i), the Maturity Date.

 

“Issue Date” of this Note means the date on which this Note was originally issued or deemed issued as set forth on the face of this Note; provided, that, if the Borrower does not receive payment for the Note until a date that is after the date set forth on the face of this Note and notifies the Holder of the date on which it receives payment for the Note pursuant to Section 2.02 of the Purchase Agreement, this Note shall instead be deemed issued upon the date on which the Borrower receives the payment for the Note.

 

“Last Reported Sale Price” of the Ordinary Shares on any date means the closing sale price per share of the Ordinary Shares (or if no closing sale price is reported, the average of the bid and ask prices per share or, if more than one in either case, the average of the average bid and the average ask prices per share) on such date reported on Nasdaq or other principal U.S. securities exchange on which the Ordinary Shares are then traded. If the Ordinary Shares are not listed for trading on a United States national or regional securities exchange on such date, the “Last Reported Sale Price” of the Ordinary Shares shall be the last quoted bid price for the Ordinary Shares in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Ordinary Shares are not so quoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices for the Ordinary Shares on such date from each of at least three nationally recognized independent investment banking firms selected by the Borrower for this purpose. The “Last Reported Sale Price” of the Ordinary Shares will be determined without reference to extended or after hours trading or any other trading outside regular trading session hours.

 

 

“Maturity Date” shall have the meaning specified in Section 2.01.

 

“Merger Event” shall have the meaning specified in Section 4.09(a).

 

“Nasdaq” means The Nasdaq Stock Market LLC.

 

“Note” shall have the meaning specified in the preamble.

 

“Notice of Conversion” shall have the meaning specified in Section 4.03(d).

 

“open of business” means 9:00 a.m. (New York City time).

 

“Ordinary Shares” means the ordinary shares of the Borrower, par value $0.0001 per share, at the date of this Note.

 

“Ordinary Shares Deemed Outstanding” means, at any given time, the sum of (a) the number of Ordinary Shares actually outstanding at such time, plus (b) the number of Ordinary Shares reserved for issuance at such time under The Anghami Inc. Long Term Incentive Plan, regardless of whether the Ordinary Shares are actually subject to outstanding awards at such time or whether any outstanding Equity Interest under such plan are actually exercisable or vested at such time, plus (c) the number of Ordinary Shares issuable upon exercise of the warrants set forth on Schedule 4.10.

 

“Outstanding,” when used with reference to this Note, shall mean, as of any particular time, any portion of the principal amount of this Note, except:

 

(i) The portion of this Note that has been paid pursuant to Section 2.01 or Notes in lieu of which, or in substitution for which, other Notes shall have been issued by the Borrower pursuant to the terms of Section 8.08 and Section 8.11, as applicable;

 

(ii) The portion of this Note converted pursuant to Article 4 and required to be canceled pursuant to Section 2.04; and

 

(iii) The portion of this Note redeemed by the Borrower pursuant to Article 4.

 

“Permitted Financing Indebtedness” shall have the meaning specified in Section 3.03(a).

 

“Permitted Financing Indebtedness Cap” shall have the meaning specified in Section 3.03(a).

 

“Person” or “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act or any other entity.

 

“PIK Interest” shall have the meaning specified in Section 2.02.

 

 

“PIK Interest Rate” means 11.00% per annum.

 

“Purchase Agreement” means that certain Convertible Note Purchase Agreement, dated as of December 16, 2024, by and among the Borrower and the Holder, as may be amended from time to time.

 

“Receiver” shall have the meaning specified in Section 5.01.

 

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Ordinary Shares (or other applicable security) have the right to receive any cash, securities or other property or in which the Ordinary Shares (or such other security) are exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Ordinary Shares (or such other security) entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors, by statute, by contract or otherwise).

 

“Reference Property” shall have the meaning specified in Section 4.09(a).

 

“Rights” means any ordinary share or preferred stock purchase right or warrant, as the case may be, that all or substantially all Ordinary Shares may be entitled to receive under a Rights Plan.

 

“Rights Plan” means any ordinary share or preferred stock rights plan or any similar plan in effect as of the date of this Note or adopted by the Borrower after the date hereof or any replacement or successor rights plan.

 

“Rule 144” means Rule 144 as promulgated under the U.S. Securities Act.

 

“U.S. Securities Act” means the U.S. Securities Act of 1933 and the rules and regulations promulgated thereunder, in each case as amended.

 

“Significant Subsidiary” means any Subsidiary of the Borrower that satisfies the criteria of a “significant subsidiary” set forth in Rule 1-02(w) of Regulation S-X under the Exchange Act.

 

“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Shares or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person.

 

“Successor Entity” shall have the meaning specified in Section 6.01.

 

“The Anghami Inc. Long Term Incentive Plan” means The Anghami Inc. Long Term Incentive Plan as in effect as of the date of this Note.

 

“Trading Day” means a day during which (i) trading in the Ordinary Shares generally occurs and (ii) a Last Reported Sale Price (other than a Last Reported Sale Price of the type referred to in the third sentence of the definition of Last Reported Sale Price) for the Ordinary Shares is available for such day; provided that if the Ordinary Shares are not admitted for trading or quotation on or by any exchange, bureau or other organization referred to in the definition of Last Reported Sale Price (excluding the third sentence of that definition), “Trading Day” means a Business Day.

 

 

“Unfunded Principal Amount” means $55,000,000 minus the aggregate principal amount of the Convertible Note and the Additional Notes (each, as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement, including this Note.

 

“United States” means the United States of America.

 

“unit of Reference Property” shall have the meaning specified in Section 4.09(a).

 

“Wholly Owned Subsidiary” means, with respect to any Person, any Subsidiary of such Person, except that, solely for purposes of this definition, the reference to “more than 50%” in the definition of “Subsidiary” shall be deemed replaced by a reference to “100%”.

 

Article 2
ISSUE, DESCRIPTION AND EXECUTION

 

Section 2.01 Maturity Date. All outstanding principal on this Note (including all capitalized PIK Interest) shall be due and payable, in full, on the date that is the earlier of (i) December 16, 2027 and (ii) the date that this Note becomes due and payable pursuant to Section 5.02 (the “Maturity Date”), unless earlier redeemed or converted pursuant to the terms hereof.

 

Section 2.02 PIK Interest. This Note shall bear interest at the rate equal to the PIK Interest Rate on the unpaid principal amount of this Note (including as increased by capitalizing accrued and unpaid PIK Interest pursuant to this Section 2.02) from the Issue Date, or from the most recent date to which interest had been paid or provided for to, but excluding, the next scheduled Interest Capitalization Date until the Maturity Date (“PIK Interest”). All accrued and unpaid PIK Interest shall be due and payable in arrears on each Interest Capitalization Date to the record holder of this Note; provided that such accrued PIK Interest shall not be paid in cash, but instead shall be automatically capitalized as of such Interest Capitalization Date and added to the unpaid principal amount of this Note. Accrued PIK Interest on this Note shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day month.

 

Section 2.03 Payment of Note. All cash payments due under this Note shall be paid in lawful money of the United States without set-off, withholding, deduction or counterclaim. All such payments shall be made by wire transfer of immediately available funds to an account designated in writing by the Holder. If an interest, principal or other payment date is other than a Business Day (as defined herein), such payment shall be made on the next succeeding Business Day. All cash payments shall be applied first, to all fees, charges and expenses permitted under this Note, second, to accrued and unpaid PIK Interest thereon and third, to outstanding principal on this Note.

 

 

Section 2.04 Cancellation of Portion of Note Paid. All portions of this Note surrendered for the purpose of payment, redemption, conversion or registration of transfer, shall, if surrendered to the Borrower, be promptly canceled by it.

 

Section 2.05 Ranking. This Note constitutes senior unsecured obligations of the Borrower and will rank senior in right of payment to any of the Borrower’s existing and future indebtedness and pari passu with any Permitted Financing Indebtedness; provided, that this Note shall rank pari passu with any Additional Note (as defined in the Purchase Agreement) issued pursuant to the Purchase Agreement.

 

Article 3
PARTICULAR COVENANTS OF THE BORROWER

 

Section 3.01 Payment of Principal and Interest. The Borrower shall promptly make all payments in respect of this Note on the dates and in the manner provided in this Note. Presentation of this Note is due at maturity.

 

Section 3.02 Corporate Existence. Subject to Article 6 hereof, the Borrower shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and rights (charter and statutory); provided however, that the Borrower shall not be required to preserve any such right or franchise if the Borrower determines that the preservation thereof is no longer desirable in the conduct of the business of the Borrower and that the loss thereof would not reasonably be expected to have a Material Adverse Effect (as defined in the Purchase Agreement).

 

Section 3.03 Negative Covenants. Other than the transactions contemplated by the Purchase Agreement, without the consent of the Holder, the Borrower shall not, and shall not permit any of its Subsidiaries to:

 

(a) except for up to a total of $20,000,000 (as may be increased from time to time, the “Permitted Financing Indebtedness Cap”) in debt in working capital loans or receivables financing (“Permitted Financing Indebtedness”), enter into, create, incur, assume, guarantee or suffer to exist any indebtedness of any kind that is pari passu with or senior to this Note including, but not limited to, a guarantee (except for letters of guarantee or minimum guarantees relating to content provided by the labels that are operational in nature and accounted for as trade payables), on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom; provided that the Permitted Financing Indebtedness Cap shall be increased by a maximum amount equal to the Unfunded Principal Amount if (i) the Board of Directors has determined that incurring Permitted Financing Indebtedness up to the Permitted Financing Indebtedness Cap so increased is necessary and in the best interest of the Borrower and (ii) (y) the Borrower has delivered to the Holder a written request for the Holder to fund the Unfunded Principal Amount or a portion thereof (in which case the Permitted Financing Indebtedness Cap shall only be increased by such portion) by exercising its option under Section 2.03 of the Purchase Agreement and (z) the Holder has rejected such request (provided, that the Holder shall affirmatively agree to or reject such request no later than ten (10) Business Days following receipt of such request and, if the Holder does not timely respond, such request shall be deemed rejected);

 

 

(b) amend its charter documents, including, without limitation, its memorandum and articles of association, in any manner that materially and adversely affects any rights of the Holder;

 

(c) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Ordinary Shares or equivalents thereto other than as to (i) repurchases as permitted or required under this Note or the Purchase Agreement and (ii) repurchases of Ordinary Shares or equivalents thereto from departing officers and directors of the Borrower, pursuant to any equity incentive approved by the disinterested members of the Board of Directors, provided, that such repurchases pursuant to clause (ii) shall not exceed an aggregate of $100,000 per year for all officers and directors during the term of this Note without the consent of the Holder;

 

(d) except for the existing indebtedness listed under Schedule 3.03(d) of this Note, repay, repurchase or offer to repay or repurchase any indebtedness for borrowed money of any kind incurred after the Issue Date (i) held by any related party or Affiliate of Borrower (other than the Holder or any of its Affiliates) or (ii) that has not been approved by the Board of Directors, except for the Permitted Financing Indebtedness;

 

(e) pay cash dividends on any equity securities of the Borrower;

 

(f) subject to Section 3.12 – Related Party Liabilities and Section 3.22 – Related Party Transactions of the Purchase Agreement, enter into any transaction with any Affiliate of the Borrower or related party (other than the Holder or any of its Affiliates), except for (i) the existing arrangements listed under Schedule 3.03(f) of this Note and (ii) any related party transaction each with an aggregate transaction value less than or equal to $1,500,000 that is operational in nature (such as with telecommunications companies and marketing providers) that is conducted on an arm’s length basis; provided, that the Borrower shall promptly notify the Holder of any such transaction prior to entering into any such transaction;

 

(g) permit the Borrower’s consolidated cash balance to be less than $1,000,000 at any time;

 

(h) as long as this Note is outstanding, lower the exercise price of any of the existing warrants from their respective exercise prices specified in Schedule 4.10; or

 

(i) enter into any agreement with respect to any of the foregoing except as noted in the foregoing.

 

Section 3.04 Rule 144 Information Requirement and Annual Reports

 

(a) The Borrower, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Borrower after the Issue Date pursuant to Section 13 or 15(d) of the Exchange Act or otherwise required by the Commission and to promptly furnish the Holder with true and complete copies of all such filings; provided, that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holder pursuant to this Section 3.04(a). The Borrower further covenants that it shall take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to resell or otherwise dispose of this Note or the Ordinary Shares issuable upon conversion hereof, including, in absence of a valid registration statement providing for the resale of the Ordinary Shares issuable upon conversion, without registration under the U.S. Securities Act within the limitation of the exemptions provided by Rule 144, including providing any customary legal opinions. Upon the request of the Holder, the Borrower shall deliver to the Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

 

 

(b) Without limiting the generality of Section 3.04(a), at any time the Borrower is not subject to Section 13 or 15(d) of the Exchange Act, the Borrower shall, so long as this Note or any Ordinary Shares issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, make publicly available the information concerning the Borrower as described in Rule 144(c)(2) under the U.S. Securities Act to facilitate the resale of this Note or Ordinary Shares issuable upon conversion thereof pursuant to Rule 144.

 

(c) The Borrower shall deliver to the Holder, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that the Borrower is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that the Borrower files with the Commission via the Commission’s EDGAR system shall be deemed to be delivered to the Holder for purposes of this Section 3.04(c) at the time such documents are filed via the EDGAR system.

 

Section 3.05 Transfers. This Note or any portion hereof may only be transferred by the Holder with the consent of the Borrower; provided that, notwithstanding the foregoing, the Holder may, at its sole option, transfer this Note or any portion hereof to any of its Subsidiaries or Affiliates. In case this Note or any portion hereof shall be transferred by the Holder in accordance with this Section 3.05, the Borrower shall promptly upon written request (and in any event, within five Business Days) execute and deliver to (a) the Holder a new Note in authorized denominations in an aggregate principal amount equal to the portion of this Note not transferred and (b) each such transferee a new Note in authorized denominations in an aggregate principal amount equal to the portion of this Note so transferred to such transferee, without payment of any service charge by the Holder or any such transferee but, if required by the Borrower, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Note being different from the name of the Holder of the old Note.

 

 

Article 4
CONVERSION OF NOTE

 

Section 4.01 Conversion Privilege of Holder.

 

(a) Subject to and upon compliance with the provisions of this Article 4 and upon or at any time after the Issue Date and prior to the Maturity Date, the Holder shall have the right, at the Holder’s option, to, in lieu of demanding payment, elect to convert all or a portion of the outstanding principal amount plus the accrued and unpaid PIK Interest with respect to such principal amount under this Note into a number of Ordinary Shares based on the Base Conversion Price then in effect pursuant to the processes set forth in Section 4.03(c).

 

(b) Notwithstanding the foregoing, the Holder shall not have the right to convert any PIK Interest into Ordinary Shares without providing written notice to the Company of its intention to do so, which shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company. The Holder may waive the requirements of this Section 4.01(b) by providing written notice to the Company, which shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

 

Section 4.02 Automatic Conversion. Unless this Note (or any portion hereof) has been previously converted prior to the Maturity Date, subject to and upon compliance with the provisions of this Article 4, on the Maturity Date, the entire outstanding principal amount of this Note shall be converted automatically into a number of Ordinary Shares based on the Base Conversion Price pursuant to the processes set forth in Section 4.03(c).

 

Section 4.03 Conversion Procedure; Settlement upon Conversion.

 

(a) Subject to this ‎Section 4.03(a) and ‎Section 4.09, if this Note is converted pursuant to ‎Section 4.01 or Section 4.02, the Borrower shall deliver to the Holder, in respect of the portion of the principal of this Note and the accrued and unpaid PIK Interest being converted (the “Conversion Amount”), a number of Ordinary Shares equal to (i) the Conversion Amount divided by (ii) the Base Conversion Price, together with cash, if applicable, in lieu of delivering any fractional share of Ordinary Shares in accordance with Section 4.04, on the seventh Business Day immediately following the relevant Conversion Date.

 

(b) This Note shall be deemed to have been converted pursuant to ‎Section 4.01 or Section 4.02 immediately prior to the close of business on the date that the Holder has complied with the requirements set forth in Section 4.03(d) or Section 4.03(e), as applicable (a “Conversion Date”).

 

(c) If any Ordinary Shares are due to the Holder pursuant to this Section 4.03, the Borrower shall issue or cause to be issued, and deliver to the Holder certificates or book-entry on the books of the Borrower’s transfer agent, as applicable (which shall be free of restrictive legends and trading restrictions if a Registration Statement has been declared effective covering such shares or if such shares may be resold pursuant to Rule 144 of the U.S. Securities Act) for the full number of Ordinary Shares to which the Holder shall be entitled in satisfaction of the Borrower’s Conversion Obligation. The Person in whose name the certificate (or book-entry on the books of the Borrower’s transfer agent, if applicable) for any Ordinary Shares delivered upon conversion pursuant to this Section 4.03(c) is registered shall be treated as a shareholder of record as of the close of business on the relevant Conversion Date.

 

 

(d) Subject to Section 4.05, before the Holder shall be entitled to convert this Note pursuant to Section 4.01, the Holder shall (1) complete, manually sign and deliver an irrevocable notice to the Borrower as set forth in the Form of Notice of Conversion (or a facsimile thereof) attached hereto (a “Notice of Conversion”) to the Borrower and state in writing therein the Conversion Amount and the name or names (with addresses) in which the Holder wishes the certificate (or book-entry on the books of the Borrower’s transfer agent) for any Ordinary Shares to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender this Note, duly endorsed to the Borrower or in blank (and accompanied by appropriate endorsement and transfer documents), to the Borrower, and (3) if required, furnish appropriate endorsements and transfer documents.

 

(e) Subject to Section 4.05, upon the automatic conversion of this Note pursuant to Section 4.02, the Borrower shall deliver written notice to the Holder notifying the Holder of such conversion and specifying the Conversion Amount and the number of Ordinary Shares into which such Conversion Amount is being converted. Upon receipt of such notice, the Holder shall (1) complete, manually sign and deliver an irrevocable notice to the Borrower as set forth in the Notice of Conversion to the Borrower and state in writing therein the Conversion Amount and the name or names (with addresses) in which the Holder wishes the certificate (or book-entry on the books of the Borrower’s transfer agent) for any Ordinary Shares to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender this Note, duly endorsed to the Borrower or in blank (and accompanied by appropriate endorsement and transfer documents), to the Borrower, and (3) if required, furnish appropriate endorsements and transfer documents.

 

(f) In case this Note shall be subject to any partial conversion, the Borrower shall execute and deliver to the Holder a new Note in authorized denominations in an aggregate principal amount equal to the unconverted portion of this Note without payment of any service charge by the Holder; provided, that, if required by the Borrower, the Holder shall make payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Note issued upon such conversion being different from the name of the Holder of the old Note surrendered for such conversion.

 

(g) Except as provided in Section 4.07, no adjustment shall be made for dividends on any Ordinary Shares issued upon the conversion of this Note as provided in this Article 4.

 

(h) Provisions of this Note that apply to conversion of this entire Note also apply to conversion of a portion of this Note.

 

(i) Any Conversion Obligation with respect to this Note shall be computed on the basis of the aggregate principal amount and accrued and unpaid PIK Interest of this Note (or specified portions thereof to the extent permitted thereby) so converted.

 

 

(j) Notwithstanding anything to the contrary in this Note, the Borrower shall not issue any Ordinary Shares upon conversion of this Note pursuant to Section 4.01 or Section 4.02 if the issuance of such Ordinary Shares, together with any securities issued in connection with any other related transactions that may be considered part of the same series of transactions for purposes of the rules of Nasdaq, would exceed the aggregate number of Ordinary Shares that the Borrower may issue in a transaction in compliance with the Borrower’s obligations under the rules or regulations of Nasdaq (such aggregate number of shares, units or notes, as applicable, the “Conversion Cap”) except that such limitation shall not apply if the Borrower’s shareholders have approved issuances in excess of the Conversion Cap in accordance with the rules of Nasdaq (the “Borrower Shareholder Approval”).

 

(k) Notwithstanding anything to the contrary in this Note, in the event of any conversion, if the aggregate number of shares to be issued would exceed the Conversion Cap, Holder may require Borrower to (i) take all necessary actions in accordance with applicable law, the Borrower’s memorandum and articles of association and the rules of Nasdaq to establish a record date for, duly call, give notice of, disseminate a proxy statement relating to, convene and hold a meeting of its shareholders for the purpose of obtaining the Borrower Shareholder Approval or (ii) redeem all or a portion of the outstanding principal and accrued and unpaid PIK Interest thereon in cash at the applicable conversion price. Upon the Holder’s request pursuant to the forgoing clause (i), the Borrower shall use its reasonable best efforts to obtain the Borrower Shareholder Approval.

 

Section 4.04 Fractional Shares. The Borrower shall not issue any fractional share of Ordinary Shares upon conversion of this Note and shall instead pay cash in lieu of delivering any fractional share of Ordinary Shares issuable upon conversion based on the Last Reported Sale Price on the relevant Conversion Date.

 

Section 4.05 Taxes on Conversion. Except as provided in the next sentence, the Borrower shall pay any and all documentary, stamp or similar issue or transfer tax due and duties on the issuance of Ordinary Shares upon conversion of this Note pursuant hereto. The Holder shall be liable for and shall be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue and delivery of Ordinary Shares in a name other than that of the Holder, and no such issue or delivery shall be made unless the Person requesting such issue has paid to the Borrower the amount of any such tax or duty, or has established to the satisfaction of the Borrower that such tax or duty has been paid.

 

Section 4.06 Certain Covenants.

 

(a) The Borrower covenants that all Ordinary Shares issued upon conversion of this Note shall be (as applicable) newly issued, duly authorized, validly issued, fully paid and non-assessable, enforceable against the Borrower in accordance with their terms, and shall be free from preemptive or similar rights and free from all taxes, liens and charges with respect to the issue thereof.

 

(b) The Borrower covenants that, if any Ordinary Shares to be provided for the purpose of conversion of this Note require registration with or approval of any governmental authority under any federal or state law before such Ordinary Shares may be validly issued upon conversion, the Borrower shall, to the extent then permitted by the rules and interpretations of the Commission, secure such registration or approval, as the case may be.

 

 

(c) The Borrower further covenants that if at any time the Ordinary Shares shall be listed on any national securities exchange or automated quotation system, the Borrower will use best efforts to list and keep listed, so long as the Ordinary Shares shall be so listed on such exchange or automated quotation system, any Ordinary Shares issuable upon conversion of this Note.

 

(d) The Borrower shall reserve, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient Ordinary Shares to provide for conversion of this Note pursuant to Section 4.01 from time to time as this Note is presented for conversion.

 

Section 4.07 Adjustment of Conversion Rate

 

(a) If the Borrower or any Subsidiary thereof, as applicable, at any time that this Note is outstanding, shall sell, issue or grant any Equity Interests, other than in any Excluded Issuances, at an effective price per share less than the then effective Base Conversion Price (such issuance is referred to herein as a “Dilutive Issuance”), then, the Base Conversion Price in effect immediately prior to such sale, issuance or grant shall be automatically reduced, and only reduced, to a price equal to the quotient obtained by dividing: (i) the sum of (A) the product obtained by multiplying the number of Ordinary Shares Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) by the Base Conversion Price then in effect, plus (B) the aggregate consideration, if any, received by the Borrower upon such sale, issuance or grant (or deemed issuance or sale); by (ii) the sum of (C) the number of Ordinary Shares Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale), plus (D) the aggregate number of Ordinary Shares issued or sold (or deemed sold, issued or granted) by the Borrower in such sale, issuance or grant (or deemed sale, issuance or grant). Such adjustments described above in Section 4.07(a) to the Base Conversion Price shall be permanent (subject to additional adjustments under this section) and shall be made whenever such Equity Interests are issued. The Borrower shall notify the Holder, in writing, no later than the Trading Day following the issuance of any Equity Interests subject to this Section 4.07(a), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price, or other pricing terms (such notice, the “Dilutive Issuance Notice”). For the avoidance of doubt, whether or not the Borrower provides a Dilutive Issuance Notice pursuant to this Section 4.07(a), upon the occurrence of any Dilutive Issuance, on the date of such Dilutive Issuance, the Base Conversion Price shall be lowered to equal the effective price per share as set forth in this Section 4.07(a) regardless of whether the Borrower or the Holder accurately refers to such lower effective price per share in any subsequent Notice of Conversion.

 

(b) Without limiting any provision hereof, if the Borrower at any time on or after the Issue Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) any of its outstanding Ordinary Shares into a greater number of shares, the Base Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision hereof, if the Borrower at any time on or after the Issue Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding Ordinary Shares into a smaller number of shares, the Base Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 4.07(b) shall become effective immediately after the effective date of such subdivision or combination.

 

 

(c) In the event that the Borrower (or any of its Subsidiaries) shall take any action to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from value dilution or if any event occurs of the type contemplated by the provisions of this Section 4.07 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Board of Directors shall in good faith determine and implement an appropriate adjustment in the Base Conversion Price so as to protect the rights of Holder; provided, that no such adjustment pursuant to this Section 4.07(c) will increase the Base Conversion Price as otherwise determined pursuant to Section 4.07(a) or Section 4.07(b), except in the event of a stock combination or reverse stock split, provided, further, that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against such value dilution, then the Board of Directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding and whose fees and expenses shall be borne by the Borrower.

 

(d) For the avoidance of doubt, in the event of any conversion rate adjustment to be made under this Note, it is agreed that no double counting shall occur. Any specific event that has already been accounted for in a prior conversion rate adjustment shall not be reevaluated or included again in any subsequent conversion rate adjustment.

 

Section 4.08 Notice of Certain Transactions.

 

(a) In the event that there is a dissolution or liquidation of the Borrower, the Borrower shall deliver to the Holder and provide to the Holder a written notice stating the proposed effective date. The Borrower shall deliver such notice at least 20 days before such proposed effective date.

 

(b) If a transaction or event that constitutes a Fundamental Change occurs, the Borrower shall notify the Holder (x) as promptly as practicable following the date the Borrower publicly announces such transaction but in no event less than 25 Business Days prior to the anticipated effective date of such transaction or (y) if the Borrower does not have knowledge of such transaction at least 25 Business Days prior to the anticipated effective date of such transaction, within one Business Day of the date upon which the Borrower receives notice, or otherwise becomes aware, of such transaction, but in no event later than the actual effective date of such transaction.

 

(c) The Borrower shall notify the Holder as promptly after the date on which the Borrower receives notice from Nasdaq, or otherwise becomes aware, about Nasdaq’s final determination to delist the Borrower’s Ordinary Shares.

 

 

Failure to deliver such notice or any defect therein shall not affect the validity of any transaction referred to in this Section 4.08.

 

Section 4.09 Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege.

 

(a) If any of the following events occur:

 

(i) any recapitalization, reclassification or change of the outstanding Ordinary Shares (other than changes resulting from a subdivision or combination or issuance of shares in relation to this Note);

 

(ii) any consolidation, merger, combination or similar transaction involving the Borrower;

 

(iii) any sale, conveyance, lease or other transfer to any third party of all or substantially all of the consolidated property and assets of the Borrower and its Subsidiaries; or

 

(iv) any statutory share exchange,

 

in each case, as a result of which the Ordinary Shares would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at and after the effective time of such Merger Event, the right of the Holder to convert the Conversion Amount into Ordinary Shares pursuant to Section 4.01 or to receive Ordinary Shares upon the automatic conversion of the Conversion Amount pursuant to Section 4.02 shall be changed into a right of the Holder to convert such Conversion Amount into, or receive upon automatic conversion of such Conversion Amount, as applicable, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the Holder would have owned or been entitled to receive had the Holder elected to convert such Conversion Amount, or the automatic conversion of such Conversion Amount occurred, as applicable, immediately prior to the effective time of such Merger Event (the “Reference Property,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Ordinary Shares is entitled to receive) and, prior to or at the effective time of such Merger Event, this Note shall be deemed to provide for such change in the convertibility of this Note, including value anti-dilution and other adjustments that shall be as nearly equivalent as is possible to the adjustments provided for in this Article 4, and the Borrower or the successor or the purchasing Person, as the case may be, shall execute a supplement to this Note at such time to evidence the foregoing; provided however, that at and after the effective time of the Merger Event the number of Ordinary Shares otherwise deliverable upon conversion of the Conversion Amount pursuant to Section 4.03 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Ordinary Shares would have received in such Merger Event.

 

 

If a Merger Event causes the Ordinary Shares to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), then (A) the Reference Property into which this Note will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Ordinary Shares and (B) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (A) attributable to one share of Ordinary Shares. The Borrower shall notify the Holder of such weighted average as soon as practicable after such determination is made but in no event later than the third (3rd) Business Day following the effective date of the Merger Event. If the holders of the Ordinary Shares receive only cash in such Merger Event, then for all conversions pursuant to Section 4.01 or Section 4.02 for which the relevant Conversion Date occurs after the effective date of such Merger Event (x) the consideration due upon conversion of the Conversion Amount shall be solely cash in an amount equal to the number of Ordinary Shares that the Conversion Amount is convertible into based on the applicable Base Conversion Price in effect on the Conversion Date, multiplied by the price paid per share of Ordinary Shares in such Merger Event, and (y) the Borrower shall satisfy the Conversion Obligation by paying cash to the converting Holder on the second Business Day immediately following the relevant Conversion Date.

 

If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then an assumption of this Note shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoing.

 

(b) When this Note is modified or amended pursuant to subsection (a) of this Section 4.09, the Borrower shall promptly provide to the Holder a notice briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. Failure to deliver such notice shall not affect the legality or validity of such modification or amendment to this Note.

 

(c) The Borrower shall not become a party to any Merger Event unless its terms are consistent with this Section 4.09. None of the foregoing provisions shall affect the right of the Holder to convert this Note into Ordinary Shares pursuant to Section 4.01 prior to the effective date of such Merger Event.

 

(d) The above provisions of this Section 4.09 shall similarly apply to successive Merger Events.

 

Section 4.10 Adjustments of Prices. Whenever any provision of this Note requires the Borrower to calculate the Last Reported Sale Prices over a span of multiple days, the Borrower will make appropriate adjustments to the Last Reported Sale Prices to account for any adjustment to the Base Conversion Price that becomes effective, or any event requiring an adjustment to the Base Conversion Price where the Ex-Dividend Date, Record Date, effective date or expiration date of the event occurs at any time during the period when the Last Reported Sale Prices are to be calculated. The Borrower will provide a schedule of its calculations to the Holder.

 

Section 4.11 Rights Plan. To the extent that the Borrower has a Rights Plan in effect upon conversion of this Note into Ordinary Shares, except with respect to the Existing Warrants set forth in Schedule 4.10 to this Note, the Holder shall receive upon conversion of this Note, the Rights under the Rights Plan, unless prior to conversion, the Rights have separated from the Ordinary Shares, in which case, and only in such case, the Base Conversion Price shall be adjusted at the time of separation as if the Borrower made distributions to all or substantially all holders of Ordinary Shares, subject to readjustment in the event of the expiration, termination or redemption of such Rights.

 

 

Article 5
DEFAULT AND REMEDIES

 

Section 5.01 Events of Default. The occurrence of any one or more of the following events shall constitute an event of default (hereinafter “Event of Default”) under this Note, notwithstanding any disclosure made in connection with the Purchase Agreement:

 

(a) the Borrower fails to deliver consideration due in respect of its Conversion Obligation upon conversion of this Note within the time periods specified in Section 4.03, and such failure continues for a period of five Business Days;

 

(b) the Borrower fails to perform or observe any other term, covenant or agreement contained in this Note for a period of 60 days after written notice of such failure, requiring the Borrower to remedy the same, shall have been given to the Borrower by the Holder;

 

(c) default by the Borrower or any Subsidiary of the Borrower with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for borrowed money in excess of $1,000,000 in the aggregate of the Borrower and/or any such Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable, (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise or (iii) otherwise, which such default is not cured or remedied within the time prescribed by its governing documents or if no time is prescribed within twenty (20) Business Days;

 

(d) any final judgments or awards are rendered or an amount in settlement thereof is made for the payment of $1,000,000 (or its foreign currency equivalent) or more (excluding any amounts covered by insurance) in the aggregate rendered against the Borrower or any Subsidiary of the Borrower or an attachment order is levied over a material part over the property, assets or turnover of the Borrower or any Subsidiary of the Borrower, which is not discharged, waived or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished;

 

(e) an involuntary case or other proceeding shall be commenced against the Borrower or any Significant Subsidiary (or any group of the Borrower’s Subsidiaries that, taken together, would constitute a Significant Subsidiary) seeking liquidation, reorganization or other relief with respect to the Borrower or any Significant Subsidiary (or any group of the Borrower’s Subsidiaries that, taken together, would constitute a Significant Subsidiary) or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Borrower or any Significant Subsidiary (or any group of the Borrower’s Subsidiaries that, taken together, would constitute a Significant Subsidiary) or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 30 consecutive days;

 

 

(f) the Borrower or any Significant Subsidiary (or any group of the Borrower’s Subsidiaries that, taken together, would constitute a Significant Subsidiary) pursuant to or within the meaning of any Bankruptcy Law:

 

(i) commences as a debtor a voluntary case or proceeding;

 

(ii) consents to the entry of an order for relief against it in an involuntary case or proceeding or the commencement of any case against it;

 

(iii) consents to the appointment of a Receiver of it or for all or substantially all of its property;

 

(iv) makes a general assignment for the benefit of its creditors;

 

(v) files a petition in bankruptcy or answer or consent seeking reorganization or relief; or

 

(vi) consents to the filing of such a petition or the appointment of or taking possession by a Receiver.

 

The term “Bankruptcy Law” means Title 11 of the United States Code (or any successor thereto) or any similar federal or state law for the relief of debtors. The term “ Receiver” means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

 

Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to the portion of this Note that is Outstanding (other than an Event of Default specified in Section 5.01(e) or Section 5.01(f) hereof in respect of the Borrower) occurs and is continuing, the Holder may declare the portion of this Note that is Outstanding due and payable at its principal amount (including any accrued and unpaid PIK Interest automatically capitalized as of such declaration), and thereupon the Holder may, at its discretion, proceed to protect and enforce its rights by the appropriate judicial proceedings. Such declaration may be rescinded and annulled by the written consent of the Holder.

 

If an Event of Default specified in Section 5.01(e) or Section 5.01(f) hereof in respect of the Borrower occurs and is continuing, then all unpaid principal (including any accrued and unpaid PIK Interest automatically capitalized as of the occurrence of such Event of Default) of the portion of this Note that is Outstanding shall become immediately due and payable, without any declaration or other act on the part of the Holder. The parties hereto agree that this Note is a senior unsecured obligation of the Borrower and will rank pari passu with the Permitted Financing Indebtedness and any Additional Note.

 

 

The Holder may rescind and annul an acceleration and its consequences if:

 

(a) all existing Events of Default, other than the nonpayment of principal of this Note which has become due solely because of the acceleration, have been remedied, cured or waived; and

 

(b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; provided, however, that in the event such declaration of acceleration has been made based on the existence of an Event of Default under Section 5.01(c) hereof and such Event of Default has been remedied, cured or waived in accordance with Section 5.01(c) hereof, then, without any further action by the Holder, such declaration of acceleration shall be rescinded automatically and the consequences of such declaration shall be annulled. No such rescission or annulment shall affect any subsequent Default or impair any right consequent thereon.

 

Section 5.03 Other Remedies. If an Event of Default with respect to the portion of this Note that is Outstanding occurs and is continuing, the Holder may (i) pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, or interest on, this Note or to enforce the performance of any provision of this Note, (ii) exercise on behalf of itself all rights and remedies available to it under this Note and/or (iii) exercise all rights and remedies available to the Holder under this Note or at law or equity.

 

Section 5.04 Waiver of Past Defaults. The Holder may waive an existing Default or Event of Default. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Note; provided, however, that no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Any waiver by the Holder hereunder shall be in writing, singed by the Holder.

 

Section 5.05 Unconditional Right of Holder to Receive Payment and to Convert. Notwithstanding any other provision in this Note, the Holder of this Note shall have the right, which is absolute and unconditional, to receive payment of the principal amount and PIK Interest in respect of this Note, on or after the respective due dates expressed in this Note, or to convert this Note in accordance with Article 4, and to bring suit for the enforcement of any such payment on or after such respective due dates or for the right to convert in accordance with Article 4, and shall not be impaired or affected without the consent of the Holder.

 

Section 5.06 Restoration of Rights and Remedies. If the Holder has instituted any proceeding to enforce any right or remedy under this Note and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Holder, then and in every such case, subject to any determination in such proceeding, the Borrower and the Holder shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Holder shall continue as though no such proceeding had been instituted.

 

Section 5.07 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of a mutilated, destroyed, lost or stolen Note in Section 8.11, no right or remedy conferred in this Note upon or reserved to the Holder of this Note is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

 

 

Section 5.08 Delay or Omission Not Waiver. No delay or omission of the Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or any acquiescence therein. Every right and remedy given by this Article 5 or by law to the Holder may be exercised from time to time, and as often as may be deemed expedient, by the Holder.

 

Section 5.09 Waiver of Stay or Extension Laws. The Borrower covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead, or in any manner whatsoever claim to take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Note; and the Borrower (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Holder, but shall suffer and permit the execution of every such power as though no such law had been enacted.

 

Article 6
CONSOLIDATIONS; MERGER; CONVEYANCE; TRANSFER OR LEASE

 

Section 6.01 Successor Substituted. At the effective time of any Merger Event entered into by the Borrower, the resulting, surviving or transferee Person (the “Successor Entity”), if not the Borrower, shall succeed to, and be substituted for, and may exercise every right and power of, Borrower under this Note with the same effect as if such successor Person had been named as the Borrower herein, and thereafter, except in the case of a lease, and except for obligations the predecessor Person may have under an assignment and assumption agreement, the predecessor Person shall be relieved of all obligations and covenants under the this Note. Notwithstanding the foregoing or anything to the contrary in this Note, the Borrower may not, without the written consent of the Holder, enter into any transaction, other than a transaction that is also a Fundamental Change, as a result of which the Borrower or the Successor Entity would be a United States corporation for United States federal income tax purposes.

 

Article 7
TAX MATTERS

 

Section 7.01 Withholding.

 

(a) Any and all payments by or on account of any obligation of the Borrower under this Note or the Purchase Agreement shall be made without deduction or withholding for any taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any tax from any such payment by the Borrower, then the Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable law and the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the Holder receives an amount equal to the sum it would have received had no such deduction or withholding been made.

 

(b) The Borrower shall indemnify the Holder, within 10 days after demand therefor, for the full amount of any stamp, court or documentary, intangible, recording, filing or similar taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of this Note.

 

 

Article 8
MISCELLANEOUS

 

Section 8.01 Notices. All notices and other communications given or made pursuant to this Note shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or refusal, when given by (a) personal delivery to the party to be notified, (b) electronic mail or facsimile during normal business hours of the recipient, with verification of receipt, and if not sent during normal business hours, then on the recipient’s next Business Day, (c) registered or certified mail, return receipt requested, postage prepaid, or (d) nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the addresses set forth below:

 

If to the Holder:

 

OSN Streaming Limited

OSN Building, Dubai Media City

Dubai UAE

Attention: [*****]

E-mail: [*****]

 

With a copy to:

 

Freshfields US LLP
3 World Trade Center
175 Greenwich Street
New York, NY 10007
Email: paul.humphreys@freshfields.com

Attention: Paul K. Humphreys, Esq.

 

If to the Borrower:

 

Anghami Inc.
16th Floor, Al-Khatem Tower,
WeWork Hub71
Abu Dhabi Global Market Square,
Al Maryah Island, Abu Dhabi, United Arab Emirates
Email: [*****]
Attention: [*****]

 

 

With a copy to:

 

Anghami
OSN Building, 2nd Floor
Dubai Media City
Dubai, United Arab Emirates
Email: [*****]
Attention: [*****]

With a copy to:

 

Norton Rose Fulbright US LLP

2200 Ross Avenue, Suite 3600
Dallas, Texas 75201-7932
United States
Email: blake.redwine@nortonrosefulbright.com

Attention: Blake Redwine

 

Any party may change the address for notices by providing written notice to the party in accordance with this Section 8.01. Any notice sent by electronic mail shall only be valid if an original of such notice was subsequently received by the notified party, in which case such notice shall be deemed received at such time specified above. Any such notice may be given on behalf of a party hereto by such party’s counsel, or by any other person authorized in writing by such party.

 

Section 8.02 Counterparts. This Note may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

Section 8.03 GOVERNING LAW; Jurisdiction. THIS NOTE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE CAYMAN ISLANDS.

 

The Borrower irrevocably consents and agrees, for the benefit of the Holder from time to time of this Note, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Note may be brought in the courts of the Cayman Islands and, until amounts due and to become due in respect of this Note have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues.

 

 

The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Note brought in the courts of the Cayman Islands and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

 

Section 8.04 Legal Holidays. In any case where any Conversion Date or Maturity Date is not a Business Day, then any action to be taken on such date need not be taken on such date, but may be taken on the next succeeding Business Day with the same force and effect as if taken on such date, and no PIK Interest on the applicable portion of this Note shall accrue for the period from and after such date.

 

Section 8.05 Benefits of Note. Nothing in this Note, expressed or implied, shall give to any Person, other than the parties hereto, any benefit or any legal or equitable right, remedy or claim under this Note.

 

Section 8.06 Headings. The headings of the sections of this Note are inserted for convenience only and shall not be deemed to constitute a part hereof.

 

Section 8.07 Successors and Assigns. Subject to the limitations contained herein, this Note shall be binding upon the Borrower, and its respective successors and assigns (including by merger, consolidation, amalgamation or otherwise), and shall inure to the benefit of the Holder, and its designees, successors and assigns. This Note may not be assigned by the Borrower without the prior written consent of the Holder. This Note may not be assigned by the Holder without the prior written consent of the Borrower, except as set forth in Section 3.05.

 

Section 8.08 Registered Form. This Note is registered with respect to principal and interest and any transfer of this Note may be effected only by the surrender of this Note to the Borrower and either the reissuance of this Note by the Borrower and/or the issuance of a new Note by the Borrower to the transferee.

 

Section 8.09 Amendment; Waiver. The terms and conditions of this Note shall not be amended, changed, terminated or waived except by a writing, duly executed by the Borrower and the Holder. Upon the effectuation of such amendment, change, termination or waiver with the consent of the Borrower and the Holder in conformance with this Section 8.09, such amendment, change, termination or waiver shall be effective as to, and binding against the Borrower and the Holder of this Note. The Borrower shall promptly give written notice of any such amendment, change, termination or waiver to the Holder if the Holder has not previously consented to such amendment, change, termination or waiver in writing; provided that the failure to give such notice shall not affect the validity of such amendment, change, termination or waiver.

 

Section 8.10 Severability. In the event any one or more of the provisions contained in this Note shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

 

 

Section 8.11 Lost, Mutilated or Stolen Note. Upon receipt of evidence reasonably satisfactory to the Borrower of the loss, theft, destruction or mutilation of this Note and, in the case of any such mutilation, upon the surrender of this Note to the Borrower at its principal office, the Borrower will execute and deliver, in lieu thereof, a new Note of like tenor containing the same terms as this Note, dated so that there will be no loss of interest on such lost, stolen, destroyed or mutilated Note. Any Note in lieu of which any such new Note has been so executed and delivered by the Borrower shall not be deemed to be an Outstanding Note for any purpose. If the Holder applies for a substituted Note, the Holder shall furnish to the Borrower such security or indemnity as may be required by the Borrower to save the Borrower harmless from any loss, liability, cost or expense caused by or connected with such substitution, and, in case of destruction, loss or theft, the Holder shall also furnish to the Borrower evidence to its satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.

 

Every substitute Note issued pursuant to the provisions of this Section 8.11 by virtue of the fact that any old Note is destroyed, lost or stolen shall constitute an additional contractual obligation of the Borrower, whether or not the destroyed, lost or stolen Note shall be found at any time.

 

Section 8.12 Calculations. Except as explicitly stated herein, the Borrower shall be responsible for making all calculations required pursuant to this Note, including, without limitation, calculations with respect to determinations of the Last Reported Sale Price and accrued PIK Interest payable on this Note. The Borrower shall make all such calculations in good faith and, absent manifest error, the Borrower’s calculations shall be binding on the Holder. The Borrower shall provide a written schedule of such calculations to the Holder upon the Holder’s written request.

 

Section 8.13 No Personal Liability of Shareholders, Employees, Officer or Directors. No director, officer, employee, incorporator or shareholder of the Borrower, as such, will have any liability for any obligation of the Borrower under this Note or for any claim based on, in respect of, or by reason of, such obligation or its creation. By accepting this Note, the Holder waives and releases all such liability as part of the consideration for issuance of this Note.

 

Section 8.14 Inconsistency. In the event of any inconsistency between the terms of this Note and the Purchase Agreement, the terms of this Note shall prevail.

 

[Remainder of Page Intentionally Left Blank]

 

 

IN WITNESS WHEREOF, the undersigned has executed this Senior Unsecured Convertible Note as of the date first set forth above.

 

	BORROWER
	ANGHAMI INC.
	By:	/s/ Elias Habib
	Name:	Elias Habib
	Title:	Chief Executive Officer

 

[Signature Page to Senior Unsecured Convertible Note]

 

 

	HOLDER
	OSN STREAMING LIMITED
	By:	/s/ Joseph Kawkabani
	Name:	Joseph Kawkabani
	Title:	Group CEO, Authorised Signatory
	By:	/s/ Fiona Robertson
	Name:	Fiona Robertson
	Title:	Group General Counsel, Director, & Authorised Signatory

 

[Signature Page to Senior Unsecured Convertible Note] 

 

 

Attachment 1

 

[FORM OF NOTICE OF CONVERSION]

 

Senior Unsecured Convertible Note To: Anghami Inc.

 

Pursuant to Section 4.01 of that certain Senior Unsecured Convertible Note of Anghami Inc. (the “Borrower”) dated December 16, 2024 (the “Note”), the undersigned Holder hereby exercises the option to convert the Conversion Amount, below designated, and the Borrower shall deliver to the Holder Ordinary Shares, together with a cash payment, if applicable, in lieu of delivering any fractional share of Ordinary Shares, in accordance with the terms of the Note, and directs that any consideration issuable and deliverable upon such conversion, and the portion of the Note representing any unconverted principal of the Note, be issued and delivered to the Holder unless a different name has been indicated below. If any Ordinary Shares or any portion of the Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Note.

 

Date:
Signature(s)

 

Fill in for registration of shares if to be issued, and Note if to be delivered, other than to and in the Holder:

 

(Name)
(Street Address)
(City, State and Zip Code)
Please print name and address

 

Conversion Amount:

 

Principal amount to be converted (if less than all): $____

 

Accrued and unpaid PIK Interest to be converted: $____

 

NOTICE: The above signature(s) of the Holder hereof must correspond with the name as written upon the face of this Note in every particular without alteration or enlargement or any change whatever.

 

(Tax ID)

 

 

28

 

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