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Share Purchase Agreement

This share purchase agreement (hereinafter referred to as the “Share Purchase

Agreement” or the “Agreement”) has been executed on [●] 2014 (hereinafter referred
to as the “Signing Date”), between:

- [●] SAL (hereinafter referred to as “[●]”), a joint-stock company incorporated under

the laws of Lebanon, registered with the Commerce Register in Beirut under the n. [●],
having its offices in [●], Beirut, Lebanon, and represented in this Agreement by its
Chairman General Manager Mr. [●] (hereinafter referred to as “[●]”)

(First Party - SELLER)

and

- [●] SAL (hereinafter referred to as “[●]”), a joint-stock company incorporated under

the laws of Lebanon, registered with the Commerce Register in Beirut under the n. [●],
having its offices in [●], and represented in this Agreement by its Chairman General
Manager Mr. [●]

(Second Party - BUYER).

(The First Party and the Second Party are also referred to hereinafter each individually
as a “Party” and collectively as the “Parties”).

Preamble

Whereas, SELLER owns:

- 29,996 shares out of a total of 30,000 shares in [●] (hereinafter referred to as
“TARGET 1”), a joint-stock company incorporated under the laws of Lebanon,
and registered with the Commerce Register in Beirut under the n. [●]; and
- 29,996 shares out of a total of 30,000 shares in [●] (hereinafter referred to as
“TARGET 2”), a joint-stock company incorporated under the laws of Lebanon,
and registered with the Commerce Register in Beirut under the n. [●];

Whereas, SELLER has made certain cash advances to each of TARGET 1 and
TARGET 2 as follows:
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- advances made by SELLER to TARGET 1 as at 31 December 2013: US$[●],

and
- advances made by SELLER to TARGET 2 as at 31 December 2013: US$[●],
(hereinafter collectively referred to as the “SELLER Shareholder Loan”);

Whereas, TARGET 1 owns 99 units of participation, out of a total of 100 units

representing the capital of [●] (hereinafter referred to as “TARGET 1 AFFILIATE”), a
limited liability company incorporated under the laws of [●], and registered with the
Commerce Register in [●]under the n. [●];

Whereas, the Second Party wishes to purchase from SELLER:

- 12,000 shares in the capital of TARGET 1 representing 40% of TARGET 1’s
total share capital (hereinafter referred to as the “TARGET 1 Shares”);
- 12,000 shares in the capital of TARGET 2, representing 40% of TARGET 2’s
total share capital (hereinafter referred to as the “TARGET 2 Shares”); and
- 40% of the SELLER Shareholder Loan to each of TARGET 1 and TARGET 2
(hereinafter referred to as the “SELLER Shareholder Loan”) amounting to
US$[●] as at 31 December 2013;
on the terms and conditions set forth in this Agreement;

Whereas, the First Party has agreed to sell to BUYER the TARGET 1 Shares, the
TARGET 2 Shares and the SELLER Shareholder Loan on the terms and conditions
set forth in this Agreement;

Now Therefore, the Parties have mutually agreed to the following:

Article 1: Effect of the Preamble

The above-mentioned Preamble and the Annexes to this Agreement are deemed to
constitute an integral part of this Agreement.

Article 2: Object of this Agreement

1. The First Party hereby irrevocably sells, assigns and transfers to the Second
Party, who hereby purchases and accepts such assignment and transfer, the full
ownership of:
a. the TARGET 1 Shares;
b. the TARGET 2 Shares; and
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c. the SELLER Shareholder Loan;

all free from any mortgage, lien, encumbrances or other charges of any nature
whatsoever.

2. The TARGET 1 Shares and the TARGET 2 Shares (hereinafter collectively

referred to as the “Shares”) purchased by the Second Party are divided among
the Second Party and Messrs. [●] and [●], as instructed by the Second Party and
approved by the First Party, according to the following distribution:

Name of Purchaser Shares in TARGET 1 Shares in TARGET 2

BUYER 11,998 11,998
[●] 1 1
[●] 1 1
Total 12,000 12,000

3. The SELLER Shareholder Loan shall be recorded in its entirety in the name of
BUYER.

4. The transfer of the ownership of the Shares and of the SELLER Shareholder
Loan subject matter of this Agreement shall take place immediately upon the
signing of this Agreement.

5. On the Signing Date, the First Party shall:

(i) procure that the names of the Second Party and of Messrs. [●] and [●]
are entered in TARGET 1 and TARGET 2’s respective shareholders
registers, as the sole legal and beneficial owners of the Shares free from
any mortgage, lien, encumbrances or other charges of any nature
whatsoever; and
(ii) deliver to the relevant members of the Second Party and to Messrs. [●]
and [●] new shares certificates pertaining to the Shares, issued in their
respective names, after cancellation of the previous shares certificates
pertaining to such Shares.

Article 3: Price of the Shares and of the SELLER Shareholder Loan – Method of
Payment

1. The price of all the Shares and of the SELLER Shareholder Loan sold, assigned
and transferred by virtue of this Agreement amounts to US$[●] (hereinafter
referred to as the “Price”).
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2. Subject to the abidance of the First Party by the provisions of this Agreement;
and immediately upon the fulfillment by the First Party of its obligations under
Article 2 here above; the Second Party shall pay the Price to the First Party.

Article 4: Transfer of other Rights

The transfer of the Shares and of the SELLER Shareholder Loan shall automatically
entail the transfer to the benefit of the Second Party of all rights related to such Shares
and to the SELLER Shareholder Loan, as well as the transfer of any amounts that may
be due by TARGET 1 and TARGET 2 to the First Party in proportion to said Shares
without any further consideration and without the need to any further agreement or
formality.

Article 5: Representations and Warranties by the First Party

The First Party represents and warrants to the Second Party as follows:

a- Organization, Standing and Qualification: TARGET 1, TARGET 2, and

TARGET 1 AFFILIATE (hereinafter collectively referred to as the
“Companies”) are companies duly organized, validly existing in good standing
under the laws of respectively Lebanon for TARGET 1 and TARGET 2, and
[●] for TARGET 1 AFFILIATE. The Companies have all requisite corporate
power and authority and are entitled to carry on their respective businesses as
now being conducted and to own, lease or operate their properties as and in the
places where such businesses are now conducted and such properties are now
owned, leased or operated.

b- Execution, Delivery and Performance of this Agreement and Authority: Neither

the execution, delivery nor performance of this Agreement by the First Party
will, with or without the giving of notice and/or the passage of time, conflict
with, result in a default, right to accelerate or loss of rights under, or result in the
creation of any lien, charge or encumbrance pursuant to, any provision of the
Companies certificates of incorporation or bylaws or any franchise, mortgage,
deed of trust, lease, license, agreement, undertaking, law, rule or regulation or
any order, judgment or decree to which the Companies are party or by which
they may be bound or affected. The First Party has the full power and authority
to enter into this Agreement and to carry out the transactions contemplated
hereby. All proceedings required to be taken to authorize the execution, delivery
and performance of this Agreement and the agreements relating hereto have
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been properly taken and this Agreement constitutes a valid and binding
obligation of the First Party.

c- Capitalization: The present respective capitals of the Companies and the names
and addresses of the owners thereof are as set forth in the General Information
Sheet annexed hereto as Annex A. Except as set forth in Annex A, there are no
outstanding subscriptions, options, warrants, calls, contracts, demands,
commitments, partners agreements or other agreements or arrangements of any
character or nature whatsoever under which the Companies and/or the First
Party are or may become obligated to assign or transfer or issue any shares in
the capitals of the Companies.

d- Ownership of the Shares: the First Party is the lawful record and beneficial
owner of the Shares, free and clear of any liens, claims, encumbrances or
restrictions of any kind, and all of such Shares are validly issued and
outstanding, fully paid.

e- Financial Statements: The First Party has delivered to the Second Party copies
of the following financial statements pertaining to the Companies (hereinafter
collectively referred to as the “Financial Statements”) (copy of which are
enclosed hereto as Annexes B, C and D), all of which are complete and correct,
have been prepared from the books and records of the Companies in
accordance with generally accepted accounting principals consistently applied
and maintained throughout the periods indicated and fairly and genuinely
present the true financial condition of the Companies as at their respective dates
and the results of their operations for the periods covered thereby:
(i) audited financial statements of TARGET 1 as at December 31, 2013;
(ii) audited financial statements of TARGET 2 as at December 31, 2013;
(iii) audited financial statements of TARGET 1 AFFILIATE as at
December 31, 2013;
(respectively hereinafter referred to as Annexes B, C and D).

From the respective dates of the Financial Statements and until the Signing Date,
there has been no change in the Companies’ condition as reflected in the Financial
Statements, except as specifically stated in the unaudited balance sheet of TARGET
2 as at 30 April 2014, and in the notes mentioned in the report submitted by
TARGET 2’s chairman to TARGET 2’s board of directors (respectively referred to
hereinafter as Annexes E and F).

f- Absence of Undisclosed Liabilities: Except as reserved in the Financial

Statements, the Companies have no debts, liabilities or obligations (whether
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absolute, accrued, contingent, notified or not, or otherwise) of any nature

whatsoever, including without limitation, any foreign or domestic tax liabilities
or deferred tax liabilities incurred in respect of or measured by the Companies’
incomes, any other debts, liabilities or obligations relating to or arising out of
any act, omission, transaction, circumstance, sale of goods or services, state of
facts, partners’ agreement or other condition which occurred or existed on or
before the Financial Statements, whether or not then known, due or payable.

g- Taxes: All taxes, including without limitation, income, property, sales, use,
franchise, employee’s income withholding and social security taxes, imposed by
the Republic of Lebanon and the Republic of [●] or by any municipality,
subdivision or instrumentality of the Republic of Lebanon and the Republic of
[●], which are imposed, due or payable by the Companies, and all interest and
penalties thereon, whether disputed or not, have been paid in full, or
provisioned for in full in the Financial Statements. All tax returns required to be
filed in connection therewith have been accurately prepared and duly and timely
filed and all deposits required by law to be made by the Companies with respect
to employees’ withholding taxes have been duly made. The Companies have not
been delinquent in the payment of any tax, assessment or governmental charge
or deposit and have no tax deficiency or claim outstanding, proposed or
assessed against them, whether notified to them or not, and there is not basis
for any such deficiency or claim.

h- Employees’ Rights: There are no schemes, plans, benefits or rights of whatever

nature regarding the employees, directors, and managers of the Companies that
exceed in any way the standard rights and benefits provided for in the Lebanese
Labor Law and in the Lebanese Social Security Law for each of TARGET 1 and
TARGET 2, and that exceed in any way the standard rights and benefits
provided for in the [●] Labor Law and in the [●] Social Security Law for
TARGET 1 AFFILIATE.

i- Litigation: There is no claim, legal action, suit, arbitration, governmental

investigation or other legal or administrative proceeding, nor any order, decree
or judgment in progress, pending or in effect, or threatened, against or relating
to any of the Companies, their officers, directors or employees, their properties,
assets or business or the transactions contemplated by this Agreement.

j- Compliance with Laws and Other Instruments: The Companies have complied
with all existing laws, rules, regulations, ordinances, orders, judgments and
decrees now or hereafter applicable to their businesses, properties or operations
as presently conducted.
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k- Title to Properties: The Companies have good, marketable title to all the
properties and assets they own or use in their businesses or purport to own,
including without limitation, those reflected in their books and records and in
the Financial Statements. None of such properties and assets are subject to any
mortgage, pledge, lien, charge, security interest, encumbrance, restriction, lease,
license, easement, liability or adverse claim of any nature whatsoever, direct or
indirect, whether accrued, absolute, contingent or otherwise except as expressly
set forth in the Financial Statements as securing specific liabilities or as
otherwise expressly permitted by the terms hereof. All of the properties and
assets owned, leased or used by the Companies are in good operating condition
and repaid, are suitable for the purposes used, are adequate and sufficient for all
current operations of the Companies and are directly related to the businesses
of the Companies.

l- No breach of obligations: The Companies are not, and are not expected to be,
in breach of any of their legal and contractual obligations, including without
limitation, their obligations towards banks and financial institutions.

m- Receivables: All receivables mentioned in the Financial Statements and in the

Companies’ books are true, genuine and effective receivables and except as
specifically mentioned in the Financial Statements, are not doubtful as to their
full and timely recovery.

n- Inventory: All items of the Companies’ inventory and related supplies reflected
on the Financial Statements or thereafter acquired (and not subsequently
disposed of in the ordinary course of business) are merchantable, or suitable and
usable for the production or completion of merchantable products, for sale in
the ordinary course of business as first quality goods and each item of such
inventory reflected in the Financial Statements and the books and records of the
Companies is so reflected on the basis of a complete physical count and is
valued at the lower cost on market in accordance with generally accepted
accounting principles consistently applied.

o- Records: The books of account, minute books, stock certificates, books and
stock transfer ledgers of the Companies are complete and correct in all material
respects, and there have been no transactions involving the businesses of the
Companies which properly should have been set forth therein and which have
not been accurately so set forth.
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Article 6: Indemnification

1. The First Party hereby agrees to indemnify and hold the Second Party harmless
from, against and in respect of, and shall, upon first demand, fully pay to the
Second Party:

(i) any and all loss, liability or damage suffered or incurred by the Second Party
by reason of any untrue representation, breach of warranty or non-
fulfillment of any covenant by the First Party contained herein or in any
certificate, document or instrument delivered to the Second Party pursuant
hereto or in connection herewith;

(ii) any and all debts, liabilities or obligations (other than specifically mentioned
in the Financial Statements of the Companies) of the Companies, direct or
indirect, fixed contingent or otherwise, which exist at or as of the date of
this Agreement or which arise after such date but which are based upon or
arise from any act, omission, transaction, circumstance, sale of goods or
services, state of facts or other condition which occurred or existed on or
before the date of this Agreement, whether or not then known, claimed, or
due or payable, except to the extent expressly and clearly reflected or
reserved against on the face of the Financial Statements;

(iii) any and all actions, suits, proceedings, claims, demands, assessments,
judgments, costs and expenses, including without limitation, legal fees and
expenses, incident to any of the foregoing or incurred in investigating or
attempting to avoid the same or to oppose the imposition thereof, or in
enforcing this indemnity.

2. The indemnification to be paid by the First Party under this Article 6 shall be
limited to three years from the Signing Date of this Agreement, with exception to
warranties and indemnities for all taxes and social security claims, which warranties
and indemnities shall have a limitation of ten years from the Signing Date of this
Agreement.

Article 7: Miscellaneous

a- This Agreement constitutes the entire agreement of the Parties with respect to
the subject matter hereof and may not be modified, amended or terminated
except by a written agreement specifically referring to this Agreement signed by
all of the Parties hereto.
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b- No waiver of any breach or default hereunder shall be considered valid unless in

writing and signed by the Party giving such waiver, and no such waiver shall be
deemed a waiver of any subsequent breach or default of the same or similar
nature.

c- This Agreement shall be binding upon and inure to the benefit of each
corporate Party hereto, its successors and assigns, and each individual Party
hereto and his heirs, personal representatives, successors and assigns.

d- The paragraph and Articles headings contained herein are for the purposes of
convenience only and are not intended to define or limit the contents of said
paragraphs or Articles.

e- Each Party hereto shall cooperate, shall take such further action and shall
execute and deliver such further documents as may be reasonably requested by
the other Party in order to carry out the provisions and purposes of this
Agreement.

f- This Agreement has been executed in two originals, one kept by the First Party,
and the other by the Second Party for use in case of need.

Article 8: Arbitration and applicable law

1. All disputes arising in connection with the present Agreement shall be finally
settled under the Rules of Conciliation and Arbitration of the Beirut Chamber of
Commerce and Industry by one or more Arbitrators appointed in accordance with
said Rules. The Parties declare accepting the provisions of said Rules and
undertake to abide by them. The arbitral award shall be final on the Parties hereto
and shall be rendered within a period not exceeding six months from the date of
the constitution of the arbitral tribunal. The arbitral award shall be
immediately enforceable.

2. This Agreement shall be governed by, and construed in accordance with, Lebanese
Law.

First Party

For SELLER
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Name: [●]
Title: Chairman General Manager
Signature:

Second Party

For BUYER

Name: [●]
Title: Chairman General Manager
Signature:

For approval of the registration of Shares in our respective names, as mentioned in this
Agreement

Name: [●]
Signature:

Name: [●]
Signature:
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Annex A

General Information Sheet

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Annex B

TARGET 1 Audited Financial Statements – FY 2013

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Annex C

TARGET 2 Audited Financial Statements – FY 2013

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Annex D

TARGET 1 AFFILIATE Audited Financial Statements – FY 2013

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Appendix E

Unaudited Balance Sheet of TARGET 2 as at 30 April 2014

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Appendix F

Chairman’s Report to TARGET 2’s Board of Directors