OSN Streaming Ltd → Anghami Inc ANGHW

Item 4 is hereby supplemented by the addition of the following: Pursuant to the Shareholders' Agreement to be entered into between OSN Streaming Holding and the Purchaser on the First Completion Date (as defined in the SPA), prior to June 30, 2028 (the "Call Option Lapse Date") (and, following the Call Option Lapse Date, for so long as the Purchaser holds 15% or more, directly or indirectly, of the Ordinary Shares), the Purchaser will be entitled to appoint and remove one member to the board of directors of OSN Streaming. Additionally, prior to the Call Option Lapse Date (and, following the Call Option Lapse Date, for so long as the Purchaser holds 7.5% or more, directly or indirectly, of the Ordinary Shares), the Purchaser will be entitled to appoint and remove (i) one additional member to the board of directors of OSN Streaming and (ii) one member to the board of directors of the Issuer (the "Board"). Further, prior to the Call Option Lapse Date (and, following the Call Option Lapse Date, for so long as the Purchaser holds 15% or more, directly or indirectly, of the Ordinary Shares), the Purchaser will be entitled to appoint and remove (i) one observer to attend any meeting of the Board and (iii) one additional observer to attend any meeting of the audit committee of the Issuer. The information set forth in Item 6 of this Amendment No. 5 is incorporated herein by reference. The Reporting Persons intend to review their investment on a regular basis and, as a result thereof and subject to the terms of the Registration Rights Agreement, the SPA and the Shareholders' Agreement, retain the right to change their investment intent, from time to time or at any time, and they may either alone or in concert with others, without the prior consent or approval of the Board (i) acquire additional Ordinary Shares or other securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, including a transaction, or a series of related transactions, as a result of which OSN Streaming (directly or indirectly) may acquire all of the outstanding Ordinary Shares and all securities of the Issuer convertible or exchangeable into such shares not held by any of the Reporting Persons (a "Minority Buyout"), (ii) sell or otherwise dispose of all or part of the Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in the open market, in privately negotiated transactions or otherwise, (iii) make, or in any way participate in any "solicitation" of "proxies" to vote or "consents", or seek to advise or influence any person with respect to the voting of any voting securities of the Issuer, including, without limitation, with respect to the election or removal of directors or to approve stockholder proposals with respect to the Issuer, (iv) make any public statements and/or announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary business transaction involving the Issuer or any subsidiary of the Issuer or their securities, including a carve-out of the Issuer's online streaming music service (the "Music Business Carve-Out"); or (v) enter into any discussions, arrangements or understandings with any third party (including security holders of the Issuer) with respect to any of the foregoing, including forming, joining or participating in a "group" (as defined in Section 13(d)(3) of the Act) with any third party with respect to any Ordinary Shares or otherwise in connection with any of the foregoing, in each case, in any manner permitted by law and the Registration Rights Agreement, the SPA and the Shareholders' Agreement. The Reporting Persons may, from time to time or at any time, consider any such matters and may hold discussions with or make formal proposals to members of the management or directors of the Issuer or other third parties regarding any such matters. In addition, the Reporting Person, subject to applicable law and the Registration Rights Agreement, the SPA and the Shareholders' Agreement, reserve the right, from time to time or at any time, to formulate other plans and/or make other proposals, and to take other actions with respect to its investment in the Issuer, including any or all of the actions described in Items 4(a)-(j) of the Instructions to Schedule 13D.