Exclusivity Letter and Lock Out Agreement for Transaction from Potential Buyer to Seller

This exclusivity letter / lock up agreement is drafted from the perspective of a potential buyer / prospective purchaser in the context of a share or asset acquisition from a seller / vendor. This is drafted in favour of the potential buyer.

We refer to our discussions concerning the potential acquisition (the Potential Transaction) by us or one of our subsidiary undertakings (the Potential Buyer) of the entire issued share capital (the Shares) of the Company. As discussed, before we proceed to incur further expenditure by carrying out any detailed due diligence in connection with the Potential Transaction or otherwise evaluating it, we require you to enter into an exclusivity agreement with us. Therefore, in consideration of our agreeing to (i) continue detailed due diligence in respect of the Company and (ii) continue the negotiation of a definitive agreement in respect of the Potential Transaction, the Seller agrees by counter-signing a copy of this letter to observe and comply with its terms.

The Seller agrees that until the close of business on the stipulated date, neither it nor the Company nor any of its other subsidiary undertakings (nor any of its or their respective directors, employees, advisers, agents or representatives) shall directly or indirectly: sell, transfer, encumber or dispose of any interest in the Shares (or agree to do so) except to the Potential Buyer; or solicit, initiate or encourage the submission of proposals or offers from any person (other than the Potential Buyer) in relation to the sale of the Company or its assets and undertakings (or any of them); or enter into or participate in any discussions or negotiations or otherwise communicate with any person (other than the Potential Buyer and its directors, employees, advisers, agents or representatives) in relation to the sale of the Company or its assets and undertakings (or any of them); or provide information to any person (other than the Potential Buyer and its directors, employees, advisers, agents or representatives) in response to, or otherwise co-operate with, assist or participate in, any approach, proposal or offer (including, without limitation, taking any action to assist any person in obtaining any regulatory consents or approvals in connection with such proposal or offer) in relation to the Company or its assets and undertakings (or any of them), and the Seller further agrees to procure, so far as it is able, that no other person takes any of the actions referred to in sub-paragraphs 3 (a), (b), (c) and (d) above.

How to use this document?

This document should be carefully read by the Company and the Potential Buyer. Both parties should sign and return a copy, and once signed, both parties should get a copy.

To avoid any future disputes, both parties may wish to have their signatures witnessed.

If either party wishes to amend the agreement in the future, both parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by both parties.