The seller acknowledges that it has the authority to enter into and execute this contract and the seller also acknowledges that it has taken all necessary business actions on the part of the seller, its respective directors and its shareholders, necessary to authorize, execute, deliver and deliver the seller of this contract and to conclude the transaction under that contract. 1.2 Under the following terms: (i) five (5) working days after the date of implementation of this agreement and (ii) receipt of the original certificates or certificates that constitute the shares, duly confirmed or accompanied by a power (s) of actions properly executed (s) or, if this certificate of origin has been lost, destroyed or not available for delivery, the share insurance lost, as attached to Schedule B , is given by the buyer to the seller. The payment of the consideration is subject to any deduction or deduction of the source (tax or otherwise) required by the current legislation, and any amount deducted or withheld is treated, for all purposes of this contract, as if it had been paid by the buyer to the seller. If necessary, the seller is notified to the buyer of the signed W-8 or W-9 forms. The certificate of shares or insurance under oath lost, depending on the case, is paid in advance by the seller to the buyer by an internationally recognized night courier at one of the following addresses: 1.1 By the execution of this agreement and the power and transfer of irrevocable shares attached in Appendix A, the seller sells the buyer and the buyer heres. shares exempt from third party pre-emption rights or similar and mortgage-free rights, pawn rights, pawn rights, seizures, commissions, security interests or other third party rights (with other third party rights under the existing shareholder contract (the „shareholder contract“), if applicable) , at a price per share of $14.50, totalling $14.50 gross (the „gross consideration“). The company will deduct from the gross contribution a total amount of US dollars („exercise fee“) that the seller owes to the company for the options implemented by and between the company and the seller under one or more option allocation agreements; Dh.