NON DISCLOSURE AGREEMENT & DATA ROOM CONDITIONS

1. NON DISCLOSURE AGREEMENT

Strictly private and confidential

Dear Sirs,

Riga Developments Cork Unlimited Company (the “Company”) is the owner of retail units 1-10 and 15-19 at the Opera Lane Development, Cork (the “Property”)

In connection with your analysis of the possible purchase by you of the Property ("the Transaction"), you have requested from us certain Confidential Information and you may be furnished with further Confidential Information.

1. The Confidential Information will be furnished to you subject to your agreement that, in consideration of the Confidential Information being made available  to you, you will:-

a. treat the Confidential Information as confidential;

b. acknowledge and observe all other terms of this letter; and

c. only disclose the Confidential Information:-

i.  to those of your directors, officers, employees and professional advisors

(together "your Representatives") who need to know the Confidential Information for the purposes of evaluating the Transaction   PROVIDED THAT:-

1. your Representatives will be informed of the confidential nature of the Confidential Information and the terms of this Letter; and

2. you will be responsible for procuring their compliance with the terms of this Letter as if they were subject to the same obligations to us as you are subject to under this letter; and

ii.     to the extent required:-

1. by law; or

2. by the order of any court or competent tribunal; or

3. by the lawful requirements of a regulatory authority to which you are subject.                        

2. Confidential Information means:-

(a)   the draft Contract for Sale, the title documents, planning documents, lease documents and all ancillary documentation and all  the contents and provisions thereof including but not limited to the commercial terms thereof and all other information, projections and estimates of whatever nature relating to the Company, its business or the Transaction which is obtained by you either orally, electronically, via the dataroom established, directly or indirectly in writing or by whatever means, from or pursuant to discussions with:-

i.     us, our agents or advisors; or

ii.     at our request or direction;

1. the Company;

2. the owner of the Company; or

3. other advisors to the Company.

(b)   analyses, compilations, studies or other documents prepared by you, your agents or advisors which contain or otherwise reflect or were  generated from any of the information in paragraph 2(a) of this Letter ("the Secondary Information"); and

the fact that discussions and/or negotiations are taking place concerning the Transaction and the status hereof;

PROVIDED THAT Confidential Information shall not include:-

(i)  information which you demonstrate was already in your possession at the time of disclosure; or

(ii) information made available to you on a non-confidential basis by a source other than a source referred to in paragraph 2 (a) of  this Letter, where such source is not and was not bound by any undertaking of confidentiality to your knowledge whether with us  or with any other party, relating to such information; or

(iii)  information which at the time of disclosure to you is within the public domain or which comes into the public domain after such disclosure other than because of a breach of the terms of this Letter.

3.    You agree that:-

a. neither you nor your Representatives will use the Confidential Information or any Secondary Information for any purpose other than the evaluation by you of the Transaction;

b. neither we nor the Company accept any responsibility or make any representation, express or implied, with respect to the accuracy or completeness of, or owe you any duty of care in the preparation of, the Confidential Information or any other information made available by us or the Companies in connection with the Transaction;  

c. the provision of the Confidential Information does not imply any obligations, legal or otherwise, on our part to enter into or complete any agreement with you or involving you;  

d. without our prior written consent, neither you nor your Representatives will enter into any discussions or have any contact with any staff member of the Companies or any party except ourselves concerning the acquisition of the Property;  

e. no failure or delay by us in exercising any right, power or privilege to which we are entitled under this Letter shall operate as a waiver, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise;  

f. the terms of this Letter and your obligations and acknowledgements hereunder may only be waived or modified by an agreement in writing by us; and  

g. damages will not normally be an adequate remedy for breach of the terms of this Letter and we shall be entitled to seek equitable relief including injunctions in respect of any such breach. 

4. If the Transaction does not proceed, you shall promptly at our request: 

(a)      destroy all written Confidential Information provided by us;

(b)       to the extent reasonably possible (and without the need to delete off site back-ups), expunge all Confidential Information from any computer, word processor  or other similar device into which it was programmed by you or on your behalf or by your advisors or your Representatives or on their behalf; and 

For the avoidance of doubt you are not required to destroy Secondary Information; such information to be kept in confidence until the period in paragraph 6 has expired. 

5.  By supplying the Confidential Information to you, we agree on behalf of the Company, its shareholder(s) and its respective advisers that: (i) prior to the signature of a definitive agreement relating to the possible transaction referred to above, neither the Company nor its shareholders nor any of its subsidiary or associated companies, respective employees, agents, representatives, advisers or bankers will disclose to any person or entity the fact that any information has been made available to you, that discussions or negotiations are taking place concerning a possible transaction involving you and the Company or any of the terms, conditions or other facts with respect to any such possible transaction (including the status thereof); and (ii) the discussions between you and the Company and its shareholders shall at all times be subject to contract and that you may withdraw from such discussions or negotiations at any time without liability or obligation. 

6.  The obligations of this Agreement shall be in effect for a period of [three (3)] years from the effective date of this Agreement.  

This Letter and its acknowledgements shall be governed by and construed in accordance with Irish law and you agree to submit to the exclusive jurisdiction of the Irish courts. 

Yours sincerely, 

Director
Riga Developments Cork Unlimited Company

 
 
 
2. DATA ROOM CONDITIONS

• Riga Developments Cork Unlimited Company (the “Vendor”)
•  Retail units 1-10 and 15-19 at the Opera Lane Development, Cork (the “Property”)

I am being granted access to the information contained in this on-line data room (the “Data Room”, “Information”) for the purposes of considering the purchase of the Property (the “Transaction”). I understand that my access to this Data Room is subject to the applicable laws and the following conditions:

1. All of the Information is considered confidential to the organisation which I represent or advise (the “Prospective Purchaser”);

2. The Non Disclosure Agreement has been accepted by the Prospective Purchaser (the “Non Disclosure Agreement”).

3. I confirm that (i) I understand and agree to comply with the terms of the Non Disclosure Agreement; (ii) I am an authorised user of the Data Room to whom a password to access the Data Room has been issued and I have not received a password to access the Data Room by unauthorised means; (iii) I will not attempt to circumvent or disable any of the security features of the Data Room, and will not enable or allow others to access the Data Room using my authorisation to the Data Room.

4. Neither the Vendors nor the Advisors, nor its other advisors represent the Information as being comprehensive or that the Data Room contains all information that may be desirable or necessary in order to evaluate the Transaction.

5. The Information has not been independently verified. The sole purpose of making available the Information is to provide information to assist the Prospective Purchaser in making its own evaluation of the Transaction. It is not intended to form the basis of any investment decision.  Accordingly, no information provided by the Vendors or their Advisors should be regarded as the giving of investment advice to the Prospective Purchaser. None of the Information or any part thereof, constitutes an offer, invitation or proposal by or on behalf of the Vendors, the Advisors or any of its other advisors.

6. At the sole discretion of the Vendors and/or the Advisors, further Information may be added to or removed from the Data Room at any time and the Information is subject to updating, expansion, revision and amendment.  No obligation is accepted to update, expand, revise or amend the Information.

7. Neither the Vendors nor the Advisors or its other advisors accept any responsibility to inform the Prospective Purchaser or any of its advisors of any matter arising or coming to any of their notice which may affect any matter referred to in the Information (including but not limited to any error or omission which may become apparent after the Prospective Purchaser has been granted access to review the Information).

8. I acknowledge and accept that neither the Vendors nor the Advisors nor its other advisors are making any representations or warranties, express or implied, as to the accuracy or completeness of the Information, and no person, so far as permitted by law and except in the case of fraud, will have any liability with respect to any use or reliance upon any of the Information, for any loss or damage (whether foreseeable or not) suffered by, or costs or expenses incurred by, the Prospective Purchaser or any of its advisors from acting on, or refraining from acting because of any matter contained in or forming part of or omitted from the Information (regardless of whether the loss or damage arises in connection with any negligence, default, lack or care or misrepresentation arising in contract or equity on the part of the Vendors or the Advisors or any of their other advisors).

By entering the Data Room I am acknowledging that I have read, understood and agree to (i) the terms of the Non-Disclosure Agreement and (ii) the Data Room Conditions.  The Data Room Conditions and the Non-Disclosure Agreement shall be governed by and construed in accordance with Irish law and I agree to submit to the exclusive jurisdiction of the Irish courts.