EXHIBIT 6
LETTER
| 31 March 2024 Anghami Inc. WeWork Hub71 16th Floor, AI-Khatem Tower Abu Dhabi UAE ATTENTION: Elie Habib Send by email only: elie@anghami.com Dear Elie Update on Closing o/n I wish to formally confirm certain matters associated with the upcoming closing date for the acquisition of the majority stake in Anghami Inc by OSN Streaming Limited as envisaged by the Transaction Agreement between the Parties dated 21 November 2023 (Transaction Agreement). Pursuant to clause 2.04 of the Transaction Agreement, the default position is that Closing takes place on the 14th Business Day following the first day on which the last of the conditions to the obligations set out in the Transaction Agreement are satisfied. However, the Parties are entitled to agree in writing on an alternate time and date for Closing to take place (Closing Date). Following our continued discussions on the matter, I confirm that we have agreed that the Closing Date will (subject to any unforeseen regulatory delays) be 1 April 2024. For the purposes of Schedule B of the Transaction Agreement, this is one Business Day after the end of the month. However, for the greater benefit of the wider transaction agreement and any ancillary agreements, we have mutually agreed to treat the month of April as a full month. This means there will be no pro rata reduction in any fees payable by either Party to the other in relation to the Closing Date itself, being 1 April 2024. In particular, the Parties have agreed: • the Cash Contribution will remain at USO 38m (noting that USO Sm of that Cash Contribution was advanced to Anghami upon the signing of the Transaction Agreement) despite the fact that, under Schedule B, this is the value set for a Closing on 31 March 2024; • OSN Streaming Limited, or its affiliates, will assign the accounts receivable listed on the attached schedule as part of the agreed working capital transfer of USO 3.Sm to be collected for the benefit of Anghami or its affiliates; and • the ancillary documents will reflect the full value attributed to April, as if content and services were provided and in place on and from 12:01am on 1 April 2024. I know that we both agree that this adjustment will allow the Parties to complete the requisite documentation and fulfil their financial obligations in an efficient manner, without being sidetracked by the need to coordinate and approve minor financial adjustments across multiple agreements. Finally, in accordance with the provisions of Schedule B of the Transaction Agreement, and noting that SRMG is being treated as having waived their second USO Sm equity participation right notwithstanding that this has not been formally received from SRMG, the Parties have agreed that the number of shares of Company Common Stock to be issued by Anghami, Inc. to OSN Streaming Limited (our nominated group entity) on 1 April 2024 will be 36,985,507. OSN Streaming Limited An exempted company incorporated in the Cayman Islands with incorporation number 404857 PO Box 309, Ugland House, Grand Cayman KYl-1104, Cayman Islands |
| It's fantastic to see both teams working hard to wrap up all the remaining tasks. I have no doubt that we'll be able to successfully reach the finish line. Can you please now confirm your agreement to the above, of behalf of Anghami Inc., by signing and returning the letter. Please let me know if you have any questions. On behalf of OSN Streaming Ltd By: ~ •. Name: ~CC.. \C-A.1,,u ieA.(l:,,Aw . Date: -o1(c>l-J(l?L¼ By: Name: Date: ( //e H.vb· i I /<f /tJoJ-f OSN Streaming Limited An exempted company incorporated in the Cayman Islands with incorporation number 404857 PO Box 309, Ugland House, Grand Cayman KYl-1104, Cayman Islands |
| Schedule Working Capital Account receivable invoices transferred to Anghami Melody/ Working Capital Transfer at closing •~HPAH\'t'Al!IE. 02 :GulfOTHFZ-llC 68 : Gull 0TH FZ LLC Oman 68: Gulf 0TH FZ LLC Om1m 68 : Gulf DTH FZ LLC Oman 68 : Gulf DTH FZ LLC Oman 68 : Gulf OTI-1 FZ LLC Oman 68: Gulf DTH FZ LLC Oman 68: Gulf 0TH FZ LLC Dmr1n Subtotal relco,;, ltunesFebruary ltune::i March Subtot11I .runes Google Play Sllbtot•I Google Ph1y Apple Pay Credit Card fawo, Sub101.at C1¢dit c;,..,d OTT00D03 OTT00003 DTT00D03 OTT00003 OTT00003 OTT00003 OTT00003 Mobi-lone fZ · LLC Oman Telecommunie.1llon, Comppny S.A.O G Om11n Telec.ommun1calions Company S A.0 G Oman Telec.ommunicallons Compeny SA D.G Oman Telecommunic1111ons Cor'nf)~ny S A.O G Oman Telecommunlcallons Company S A.O G Oman Telecommunlcorlons Company SAD.G Oman T elecommunicolions Com pan~ S.A.O G To be novated; e.,,~t"lettl Amount To be novated; E,:ptttcd Amount To be novaled; bpec,;ed A.mounl To be novated; fapected Amount Tel be novatcd; bpttted Amount To be nov.iled; &.pecledArm1un1 OSN Streaming Limited OOCUMEfffllATt 18,Maf• 24 22-Feb-24 28-Dec-23 2B•Dec•23 20-Nov-23 12-0c1•23 12•0cl•23 22-Scp-23 I DOCUHEHTlHT 1AD 1,260,000 00 31,502 00 30,727 75 30,409 49 29,317 01 27 934 75 25,901 74 23,71199 1,.!59,504 73 315,!389 18 Expec1ed Amoun1 662,672.85 Expected Amount L,nB,562 03 132,823 34 Expected Amounl 132,823 34 15,387 77 Expected Amount 126,159 17 Expected Amount 865 82 Expec:Ted Amount 857 45 E)lpected Amounl ' .... ~ UIA.sau>I An exempted company incorporated in the Cayman Islands with incorporation number 404857 PO Box 309, Ugland House, Grand Cayman KYl-1104, Cayman Islands |
