EXCLUSIVITY AGREEMENTExclusivity Agreement • October 15th, 2009 • Meruelo Alex Living Trust • Retail-eating places
This Exclusivity Agreement does not constitute an agreement or understanding between the parties to enter into the Transaction or any other transaction. The parties acknowledge, however, that any definitive agreement entered into with respect to the Transaction will contain a “go-shop” provision allowing Rubio’s and its representatives to solicit and accept competing proposals within a period of no less than 30 days from the date of such agreement and on other mutually acceptable terms, subject to the Group’s right to receive a to-be-negotiated “topping fee” in an amount commensurate with such a go-shop provision. Each member of the Group shall be a third party beneficiary of the provisions of this Exclusivity Agreement.
