Exclusivity Letter Sample Contracts

January 30, 2007
Exclusivity Letter • March 16th, 2007 • Diamond Resorts, LLC • Real estate dealers (for their own account) • New York

Reference is made to the letter agreement by and between Sunterra Corporation (“Sunterra”) and Diamond Resorts, LLC (“Diamond”), dated December 13, 2006 (the “Exclusivity Letter”). This letter agreement, when countersigned by you in the space indicated below, sets forth the agreement of Sunterra with Diamond as follows:

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AMENDMENT NO. 3 TO EXCLUSIVITY LETTER
Exclusivity Letter • October 21st, 2005 • GFC Enterprises, Inc. • Retail-family clothing stores

THIS AMENDMENT NO. 3 TO EXCLUSIVITY LETTER (this "Amendment"), dated as of October 7, 2005, is made by and among Sun Capital Partners Group IV, Inc. ("Sun IV"), Goody's Family Clothing, Inc. (the "Company"), and Robert M. Goodfriend (together with Sun IV and the Company, the "Parties").

Re: Amendment of Exclusivity Letter Ladies and Gentlemen:
Exclusivity Letter • October 24th, 2016 • Unilife Corp • Surgical & medical instruments & apparatus

Unilife Corporation (“Unilife”) and Amgen Inc. (“Amgen” and, together with Unilife, the “Parties”) have entered into an exclusivity letter agreement dated December 31, 2015 (the “Exclusivity Letter”). Capitalized terms used but not defined in this letter shall have the meanings assigned to such terms in the Exclusivity Letter.

February 22, 2007
Exclusivity Letter • March 16th, 2007 • Diamond Resorts, LLC • Real estate dealers (for their own account) • New York

Reference is made to the letter agreement by and between Sunterra Corporation (“Sunterra”) and Diamond Resorts, LLC (“Diamond”), dated December 13, 2006, as amended by the letter agreements dated January 30, 2007 and February 15, 2007, each by and between Sunterra and Diamond (as amended, the “Exclusivity Letter”). This letter agreement, when countersigned by you in the space indicated below, sets forth the agreement of Sunterra with Diamond as follows:

AMENDMENT NO. 2 TO EXCLUSIVITY LETTER
Exclusivity Letter • October 21st, 2005 • GFC Enterprises, Inc. • Retail-family clothing stores

THIS AMENDMENT NO. 2 TO EXCLUSIVITY LETTER (this "Amendment"), dated as of October 3, 2005, is made by and among Sun Capital Partners Group IV, Inc. ("Sun IV"), Goody's Family Clothing, Inc. (the "Company"), and Robert M. Goodfriend (together with Sun IV and the Company, the "Parties").

EXCLUSIVITY LETTER
Exclusivity Letter • May 1st, 2020 • General Atlantic LLC • Services-computer programming, data processing, etc. • New York

This EXCLUSIVITY LETTER, dated as of April 30, 2020 (this “Letter”), is made by and among Mr. Jinbo Yao (the “Founder”), Warburg Pincus Asia LLC, a company formed and existing under the laws of Delaware (together with its affiliated investment entities, “Warburg Pincus”), General Atlantic Singapore Fund Pte. Ltd., a company incorporated and existing under the laws of Singapore (together with its affiliated investment entities, “General Atlantic,”), and Ocean Link Partners Limited, a company incorporated and existing under the laws of the Cayman Islands (together with its affiliated investment entities, “Ocean Link”, and together with the Founder, Warburg Pincus, and General Atlantic, collectively, the “Initial Consortium Members”). Each of the Initial Consortium Members is also referred to herein as a “Party,” and collectively, the “Parties.” Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 6.1 hereof.

AMENDMENT NO. 1 TO EXCLUSIVITY LETTER
Exclusivity Letter • October 21st, 2005 • GFC Enterprises, Inc. • Retail-family clothing stores

THIS AMENDMENT NO. 1 TO EXCLUSIVITY LETTER (this "Amendment"), dated as of September 16, 2005, is made by and among Sun Capital Partners Group IV, Inc. ("Sun IV"), Goody's Family Clothing, Inc. (the "Company"), and Robert M. Goodfriend (together with Sun IV and the Company, the "Parties").

August 15, 2018
Exclusivity Letter • August 21st, 2018 • Aegean Marine Petroleum Network Inc. • Wholesale-petroleum & petroleum products (no bulk stations) • New York
CONFIDENTIAL May 23, 2014 Fusion-io, Inc. Salt Lake City, Utah 84101 Attn: Shane Robison, CEO Dear Mr. Robison:
Exclusivity Letter • June 24th, 2014 • Sandisk Corp • Computer storage devices

Fusion-io, Inc. (the “Company”) and SanDisk Corporation (“Buyer”) are currently in negotiations related to a possible transaction between the Company and the Buyer, involving the acquisition of 100% of the issued and outstanding fully-diluted shares of common stock of the Company (the “Potential Transaction”). In recognition of the time and effort that the Buyer may expend and the expenses that the Buyer may incur in pursuing these negotiations and in investigating the Company’s business, each of the Company and the Buyer, intending to be legally bound, agrees as set forth below in this letter (this “Exclusivity Letter”).

MOU July 4, 2018
Exclusivity Letter • August 31st, 2018 • Mercuria Asset Holdings (Hong Kong) LTD • Wholesale-petroleum & petroleum products (no bulk stations) • New York

Pursuant to that certain Confidentiality Agreement dated 13 June 2018 (as amended, modified or supplemented from time to time, the “NDA”), Aegean Marine Petroleum Network, Inc. (“Aegean”) and Mercuria Energy Trading S.A. (“METSA”) entered into discussions relating to a potential transaction involving Aegean and/or one or more of its subsidiaries.

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Exclusivity Letter • February 11th, 2013 • Bioclinica Inc • Services-testing laboratories

Reference is made to the letter agreement, dated November 23, 2012 (the "Exclusivity Letter"), between JLL Partners Inc. and BioClinica, Inc. Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Exclusivity Letter.

Re: Amendment of Exclusivity Letter Ladies and Gentlemen:
Exclusivity Letter • October 24th, 2016 • Unilife Corp • Surgical & medical instruments & apparatus

Unilife Corporation (“Unilife”) and Amgen Inc. (“Amgen” and, together with Unilife, the “Parties”) entered into an exclusivity letter agreement dated December 31, 2015 (the “Exclusivity Letter”). Capitalized terms used but not defined in this letter shall have the meanings assigned to such terms in the Exclusivity Letter.

Amgen Inc. One Amgen Center Drive Thousand Oaks CA 91320-1799 Attention: Corporate Secretary Re: Amendment of Exclusivity Letter Ladies and Gentlemen:
Exclusivity Letter • October 24th, 2016 • Unilife Corp • Surgical & medical instruments & apparatus

Unilife Corporation (“Unilife”) and Amgen Inc. (“Amgen” and, together with Unilife, the “Parties”) have entered into an exclusivity letter agreement dated December 31, 2015 (the “Exclusivity Letter”). Capitalized terms used but not defined in this letter shall have the meanings assigned to such terms in the Exclusivity Letter.

EXCLUSIVITY LETTER
Exclusivity Letter • May 11th, 2020 • Yao Jinbo • Services-computer programming, data processing, etc. • New York

This EXCLUSIVITY LETTER, dated as of April 30, 2020 (this “Letter”), is made by and among Mr. Jinbo Yao (the “Founder”), Warburg Pincus Asia LLC, a company formed and existing under the laws of Delaware (together with its affiliated investment entities, “Warburg Pincus”), General Atlantic Singapore Fund Pte. Ltd., a company incorporated and existing under the laws of Singapore (together with its affiliated investment entities, “General Atlantic,”), and Ocean Link Partners Limited, a company incorporated and existing under the laws of the Cayman Islands (together with its affiliated investment entities, “Ocean Link”, and together with the Founder, Warburg Pincus, and General Atlantic, collectively, the “Initial Consortium Members”). Each of the Initial Consortium Members is also referred to herein as a “Party,” and collectively, the “Parties.” Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 6.1 hereof.

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