Máster Universitario en Abogacía y Procura

Máster en International Business Law

Tema: Contratación Internacional

Asignatura: Principles of international contracts and negotiations

Profesor: Dña. Renata Mendaña Navarro

Project Dora - Process Letter

2023/2024
Janueary 15, 2024

Emily Davis

Chief Officer

ABC Corporation

Main Street 14
78654 Any town
AnyProvince

Re: Project Dora – Process Letter

Gentlemen:

Thank you for returning the executed copy of the confidentiality agreement (the
“Confidentiality Agreement”) relating to Project Dora. On behalf of our client,
Dora Parent, S.L. (the “Owner”) we would like to thank you for your interest in
the project. Set forth below are details of the procedure and timetable you must
follow to participate as a potential interested party and candidate in the process
for the sale of all of the share capital of Dora, S.A. (“Dora”) (the
“Transaction”).

We (the “Bank”) are acting as exclusive adviser to the Owner in the potential
acquisition by a third-party of the shares issued by Dora.

With this letter, the Bank is pleased to invite you to submit an indicative, non-
binding proposal (“Preliminary Indication of Interest”) for the Transaction, on
the terms set out in section II.

Unless expressly established otherwise, capitalized terms that are not defined in
this letter shall have the meaning assigned to them in the Confidentiality
Agreement.

INTRODUCTION

The main objectives of the Transaction are as follows:

(i) To complete the Transaction on terms such that the price for Dora is
maximized;

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(ii) To complete the Transaction without the requirement (or minimizing such
requirement) for any representations and/or warranties from the Owner;
and

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(iii) To formalize a share purchase agreement (“SPA”) before June 30, 2024,
with a view to disrupting as little as possible the day-to-day operations of
Dora, its customers, employees and suppliers.

Together, the objectives mentioned in paragraphs (i), (ii) and (iii) above will be
referred to as the “Shareholder Objectives”.

In line with the Shareholder Objectives, you will have the opportunity to
participate, following the receipt of the Preliminary Indication of Interest, in a
Due Diligence process of Dora which will include, among other elements, the
delivery of Vendors Due Diligence (“VDD”) reports, access to information and
data collected and organized in a “Data Room”, and visits to the main assets of
Dora. You will also receive a draft of the SPA for your review.

PRELIMINARY INDICATION OF INTEREST

In order to help you learn about Dora, we are making available to you an
information memorandum containing data on Dora (the “Information
Memorandum”) and certain Dora valuation materials (the “Valuation
Materials”). We expressly inform you that both the Information Memorandum
and the Valuation Materials should be considered Confidential Information
pursuant to the Confidentiality Agreement.

In this first stage, the Information Memorandum containing basic financial and
organizational information on Dora, details of the principal activities and the
main aspects of the Transaction will be provided so that the potential interested
parties can gauge their interest in bidding for Dora.

In order to be able to continue in this stage and receive the Information

Memorandum, all interested parties must fully accept and agree to all of the
provisions of this document, which will imply the repetition by the interested
party of the confidentiality obligation already entered into under the
Confidentiality Agreement.

We hereby invite you to submit a Preliminary Indication of Interest for the

Transaction – based on the Information Memorandum and the Valuation
Materials
– as detailed below.

The Preliminary Indication of Interest must be received in both hardcopy and

electronic format no later than 5pm CET on March 2, 2024, at the following
address:

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 The
Bank C/
***
280**(Madrid
) Spain
Attention: ***
email
Tel: +
Fax: +

This notwithstanding, the Bank may alter such period at any time, if it sees fit, by
serving notice on the interested parties.

Preliminary Indication of Interest will not give rise to the effects provided for in
article 1262 of the Civil Code for the bidder or for the Owners, since the sole
purpose of their acceptance, as the case may be, is to prepare a list of interested
parties (“List of Interested Parties”).

In this connection, if a bidder is selected to form part of the List of Interested

Parties, the Preliminary Indication of Interest will only be considered as bases for
the negotiation of the Transaction.

The Preliminary Indication of Interest must be signed by a single representative

of your organization with the necessary powers and must include:

(i) The identity of the organization and details of its shareholder structure;

(ii) Confirmation that the Preliminary Indication of Interest is made in your

own name. In the case of an investment consortium, the percentage stake
of each member of the consortium must be indicated;

(iii) Confirmation that all necessary approvals have been obtained from the
Board of Directors, the Investment Committee or the corresponding
corporate or contractual body for the submission of the Preliminary
Indication of Interest;

(iv) Details of the main assumptions and valuation methods used by your
organization to obtain the value of Dora, identifying any variables to which
the value of Dora is particularly sensitive, in the opinion of your
organization;

(v) Description of the approval procedures necessary in your organization or

as regards approval by the Competition Authorities in order to complete
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the

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 Transaction, together with an indication of any anticipated delay in the
obtainment of such approvals and/or conditions, and of the commitments
that your organization may assume in order to guarantee the conclusion of
the Transaction before July 31, 2024;

(vi) Where your organization has direct or indirect interests in the food sector,
you must provide details of your investments in the industry;

(vii) Preliminary description of your plan for the current management team of
Dora;

(viii) In the event that your organization requires a further analysis in addition to
the Due Diligence envisaged for potential purchasers following the receipt
of the Preliminary Offer of Interest, you must attach a detailed list of the
additional information requirements, clearly indicating those which could
have a significant impact on the price and those of a legal nature, clearly
indicating the estimated time required for your additional analysis;

(ix) The next steps and requirements necessary to complete the Transaction
before July 31, 2024;

(x) The name and contact details of the representative(s) of your organization
in relation to your Preliminary Indication of Interest and of the
Representatives engaged to analyze the Transaction; and

(xi) Any other information you may deem relevant in your Preliminary
Indication of Interest.

In analyzing your Preliminary Indication of Interest, the Owner and the Bank will
take into consideration factors such as:

- The value of Dora calculated by your organization and the comments

received with respect to the terms and conditions of the Transaction
included in the Valuation Materials;

- The capacity of your organization not to require/to minimize the

requirement for representations and warranties from the Owner in relation
to the Transaction;

- The financial capacity and reputation of your organization;

- The capacity of your organization to close a transaction with the Owner on

terms that satisfy the Shareholder Objectives; and,

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- Any other aspects that the Owner or the Bank may consider relevant.

Within five business days after the end of the period for submitting Preliminary
Indication of Interest, the Preliminary Indication of Interest received will be
examined and the Bank and the Owner, at their sole discretion, will select those
bids that are of interest and merit acceptance, Pursuant to the Shareholder
Objectives. However, the Bank may alter such period at any time [by notifying
the interested parties / with no obligation whatsoever to notify its decision].

The rejection of a Preliminary Indication of Interest will end the participation in

the process of the interested party or bidder in question, without further recourse,
save as provided for in the following paragraph. If the Preliminary Indications of
Interest received are not satisfactory, this stage may be declared unsuccessful
and, in such case, the process may be restarted in stage one or be declared
unsuccessful.

The Bank [will notify the bidders of the acceptance or rejection / reserves the
right to notify or not to notify the bidders of the rejection] of their Preliminary
Indication of Interest. In the notices of acceptance of their Preliminary
Indications of Interest, the selected parties will be informed of the date of
commencement of the following stage.

DOCUMENTATION AND VISITS STAGE

In this stage, the bidders included on the List of Interested Parties will be given
access to the additional technical, financial and legal information on Dora, and be
allowed to visit the facilities of Dora so that the interested parties can confirm
their intention to acquire on the basic conditions established in the Information
Memorandum and prepare, as a result and in due course, a Binding Bid (as such
term is defined in section VI below).

Also in this stage, the bidders included on the List of Interested Parties will be
provided with a draft of the SPA which will serve as the framework for making
Binding Bids. [On making a Binding Bid, the bidder must also submit a marked-
up version of the SPA with such amendments or corrections as it deems
necessary in order to tailor the wording thereof to its Binding Bid (the
“Amended Agreement”).]

VISIT TO THE FACILITIES

From the start of this stage and for a period of four weeks starting on ***, the
Bank will facilitate visits to Dora’s facilities by the interested parties included
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on the

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List of Interested Parties or by the representatives or advisers designated by them.
However, the Bank may alter such period at any time by notifying the interested
parties. All visits must be arranged in advance with the Bank after the Bank has
consulted the Owner and Dora.

i. Define Inspection Objectives: Clearly outline the purpose of the

inspections. Assess safety standards, operational efficiency, compliance,
or something else.

ii. Create Inspection Checklist: Develop a checklist of items to be assessed

during the visit.

iii. Assign Responsibilities: Define roles and responsibilities for all parties
involved in the inspection. This includes assigning tasks to representatives
or advisers designated by interested parties and ensuring they understand
their roles.

iv. Pre-Visit Preparations: Conduct a thorough review of the facility's

documentation, previous inspection reports, and any specific areas of
concern. This will provide context during the visit and help in asking
relevant questions.

v. Conducting the Visit: During the visit, follow the established checklist and
document findings meticulously. Be extremely careful and avoid any
damage or loss.

In any case, the interested party will be liable to Dora, the Owner and the Bank
for all damage, loss, costs and expenses that may result from its acts, or those of
its representatives or advisers, at the facilities of Dora.

For documentation purposes, the visits made and inspections conducted at Dora
facilities will be logged on a sheet signed by a representative of the Bank and a
duly authorized representative of the interested party.

DATA ROOM

The Bank will provide access, via a data room, to such technical, financial and
legal documentation as it deems pertinent in relation to Dora and its activities
(the “Data Room”).

The Bank will inform the selected interested parties as soon as possible of the
date on which they will be given access to the Data Room, the index of the
documentation that will be made available for examination by them and whether
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 the Data Room is a physical or virtual space (accessed via the internet). All
documentation contained in the Data Room will be considered Confidential
Information, as such term is defined in the Confidentiality Agreement, and will
be subject to the Confidentiality Agreement for all purposes.

In order to access the Data Room, the bidder must execute and deliver to the
Bank the following documents, which must be signed by a duly authorized
representative of the interested party:

(i) a document listing the persons who will have access to the Data Room, and
which may not exceed 2 persons per bidder;

(ii) a document of acceptance of the conditions for access to the Data Room,
attached as an exhibit to this letter;

(iii) release letters signed for the advisers and auditors of the Owner and/or of Dora,
in relation to the reports produced or opinions delivered by them, copies of
which will be made available to the interested parties in the Data Room.

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The interested parties will have five days to review the documents in the Data
Room. However, the Bank may alter such period at any time by notifying the
interested parties.

RECEIPT OF BINDING BIDS STAGE

In this stage, it is expected that those included on the List of Interested Parties
will confirm their intention to acquire and make a bid for the Transaction, which
will be binding on the bidder within the meaning of article 1262 of the Civil
Code and not binding on the Owners (the “Binding Bid”), for its analysis with a
view to drawing up a short list of bidders with whom to continue the Auction (the
“Short List”). [The Binding Bid must be submitted together with the Amended
Agreement. If the Amended Agreement is not submitted, the interested party will
be deemed to have accepted the Agreement in its entirety].

Binding Bids may be submitted from [] through []. However, the Bank may
alter such period at any time, if it sees fit, by serving notice on the interested
parties.

Binding Bids must be made in writing and signed by a duly authorized

representative and must be submitted by fax with an acknowledgment of receipt,
by bureau fax, by electronic communication with an advanced digital signature,
or delivered by hand to the Bank at the address and for the attention of the
individual indicated below.

Although Binding Bids will be irrevocable and binding on the bidders with the
effects provided for in article 1262 of the Civil Code, they will not be binding on
the Owner until they are expressly accepted in the manner and at the time
provided for in this document.

All Binding Bids must contain at least the following particulars:

i. Offer Price: The proposed price per share or total offer amount for the
shares being purchased.

ii. Quantity of Shares: Clearly state the number of shares the bidder intends
to purchase at the specified price.

iii. Conditions and Terms: Any conditions attached to the offer, such as
regulatory approvals, due diligence requirements, or specific terms that
must be met for the offer to remain valid.

iv. Funding Details: Demonstrate the financial capability or proof of funds to

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 complete the purchase. This can include bank statements, letters of credit,
or financing arrangements.

v. Duration of the Offer: Specify the validity period of the bid, indicating
how long the offer will remain open for acceptance by the seller.

vi. Identity and Contact Information: Provide the bidder's legal entity name,
contact details, and any necessary identification information to verify the
legitimacy of the offer.

vii. Confirmation of Legally Binding Intent: Explicitly state the bidder's

intention to make a legally binding offer to purchase the shares.

viii. Signature and Date: The bid should be signed and dated by an authorized
representative of the bidder to authenticate the offer.

Any Binding Bids that do not contain these minimum particulars will not be
taken into consideration, notwithstanding the discretionary powers of the Bank to
advise the bidders of such circumstance so that their Binding Bids may be
remedied in time, if they see fit.

Together with its Binding Bid, each interested party must provide evidence that it
has sufficient financial resources to fulfill the monetary obligations and to
provide collateral for the sale of Dora. To do so, it must produce:

i. Bank Statement:

The interested party is required to submit a current and detailed bank statement
covering a sufficient period to demonstrate the liquidity and financial strength of
the entity. This document should reflect the financial capacity necessary to meet
the monetary obligations associated with the acquisition of Dora, as well as to
provide the required financial guarantees.

ii. Financial Commitment Letter:

The interested entity shall issue a formal financial commitment letter, executed
by a duly recognized financial institution. This letter must include an explicit
confirmation of the financial backing by the financial institution for the
transaction, indicating its willingness to provide the necessary resources in
accordance with the terms and conditions set forth in the invitation letter.

iii.Financial Guarantee:

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 Interested parties may present financial guarantees issued by reputable credit
institutions or any other form of financial backing acceptable to the Bank. These
guarantees must comply with the specific requirements outlined in the invitation
letter and must be issued in clear and binding terms.

iv.Audit Report:

A recent external audit report conducted by an independent and reputable

auditing firm is required. This report should provide a clear and detailed insight
into the financial health of the interested entity, with a particular emphasis on its
ability to assume the monetary obligations associated with the acquisition of
Dora.

v. Commitments on Timelines and Conditions:

Interested parties must provide detailed commitments regarding timelines and

conditions associated with the proposed transaction. This should include, among
other things, the schedule for the completion of the acquisition and any specific
conditions that must be fulfilled prior to the transaction's closure.

vi.Risk Assessment:

Interested parties are expected to present a comprehensive assessment of the

risks inherent in the acquisition of Dora. This should include the identification of
potential legal, financial, or operational obstacles, along with proactive strategies
to mitigate such risks.

vii. Legal Guarantees:

Legal guarantees supporting the interested party's capacity to fulfill the legal
obligations associated with the transaction must be submitted. These guarantees
should be clear, specific, and binding, addressing fundamental legal aspects of
the acquisition.

viii. Supplementary Documentation:

Supplementary documentation supporting the financial, legal, and operational

capacity of the interested party may be required. This could include contracts,
prior agreements, relevant corporate documents, and any other information
deemed essential by the Bank to assess the offer.

ix.Details on Financing Structure:

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 Interested parties must provide comprehensive details on the financing structure
intended for the acquisition of Dora. This should encompass financing sources,
loan terms, payment terms, and any other relevant details necessary to evaluate
the financial feasibility of the transaction.

It is crucial to note that the submission of each document must rigorously

comply with the terms and conditions outlined in the invitation letter. Non-
compliance may result in the disqualification of the binding bid. Additionally, all
documents submitted are expected to be treated as confidential, in accordance
with the terms of the previously executed Confidentiality Agreement.

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 PREPARATION OF THE SHORT LIST

The Binding Bids received will be examined and the Bank will, at its sole
discretion, select those bids that are of interest and merit acceptance.

The rejection of a Binding Bid will end the participation in the process of the
interested party or bidder in question, without further recourse, save as provided
for in the following paragraph.

If the Binding Bids received are not satisfactory, the right is expressly reserved to
declare this stage to be unsuccessful and, in such case, the process may be
restarted or declared unsuccessful.

The Bank [will notify the bidders of the acceptance or rejection / reserves the
right to notify or not to notify the bidders of the rejection] of their Binding Bids.

In the notices of acceptance of their Binding Bids, the selected parties will be
informed of the date of commencement of the following stage.

SIGNING AND CLOSING OF THE TRANSACTION

The aim of this last stage is to establish direct contact with the interested parties
on the Short List with a view to negotiating and defining the ancillary terms and
conditions that do not form the subject matter of the Binding Bid or of the
Agreement, to select the final candidate for the process and rule out all other
candidates, thus proceeding to the closing of the Transaction.

The Owner will only be deemed to have accepted the Binding Bid when they
sign the final version of the Agreement and the notary formalizes the contractual
documentation, if necessary.

OTHER CONDITIONS APPLICABLE TO THE PROCESS

i. Additional Confidentiality Conditions:

- All parties engaged in the transaction process solemnly commit to upholding
the most rigorous standards of confidentiality concerning the information
disseminated throughout the proceedings. Further delineation of specific
conditions governing the security measures and constraints related to the use,
replication, and disclosure of confidential information will be undertaken. This
commitment to confidentiality extends beyond the formal conclusion of the
transaction process, ensuring a sustained and fortified shield around sensitive
data.
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ii. Dispute Resolution Procedures:
- In a concerted effort to preclude potential disputes among the involved
parties, any potential conflicts are agreed to be subjected to meticulously defined
dispute resolution procedures. These procedures encompass, among other
methods, the possibility of resorting to mediation or arbitration, conducted in
strict accordance with the pertinent laws and regulations. This meticulous
approach seeks not only efficiency but, perhaps more critically, equitable and
judicious resolution of any conceivable controversy that may emerge during the
intricate trajectory of the transaction.

iii. Process Modifications:

- Acknowledging the intricate and dynamic nature inherent in commercial
transactions, there is a categorical acknowledgment that the banking entity
reserves the unequivocal right to effectuate modifications to the procedural
framework at any juncture. However, this right is coupled with an incumbent
obligation to promptly notify all pertinent stakeholders of any significant
alterations. This commitment to transparency serves as a linchpin, affording all
parties the opportunity to recalibrate their strategies in response to changing
circumstances.

iv. Exclusivity Commitments:

- Throughout the temporal expanse of the transaction process, all participating
entities pledge abstinence from engaging in analogous acquisition processes with
alternative entities. This exclusivity commitment spans not only the primary
entities but extends its purview to encompass representatives, advisors, and any
auxiliary entities tethered to the principal stakeholders. The overarching
objective is to ensure the uninterrupted continuum of negotiations and to
cultivate an atmosphere imbued with mutual trust.

v. Extended Confidentiality:
- Beyond the immediate circle of principal participants, the ambit of
confidentiality is expansively broadened to encompass all individuals, be they
representatives, legal advisors, or third-party collaborators, who may find
themselves privy to confidential information. This comprehensive approach
ensures an impregnable and robust bastion for the safeguarding of sensitive data
throughout the entire tapestry of the transaction process.

vi. Collaboration with Third Parties:

- Foreseen within the operational framework is an expectation that all involved
parties shall, with unwavering resolve and in consonance with principles of bona
fide, collaborate seamlessly with third parties. This collaboration extends not
merely to the facilitation of due diligence but encompasses a broader spectrum of
activities germane to ensuring a comprehensive and perspicacious evaluation of
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the entire transaction.

vii. Regulatory Compliance:

- A categorical commitment is enshrined wherein all parties pledge unwavering
allegiance to the hallowed principles of compliance with all extant laws and
regulations throughout the transactional odyssey. This unwavering commitment
extends to compliance with local, national, and international regulations, thereby
ensuring that every action taken is not only legal and ethical but also aligned
with the apical standards of business practices.

viii. Notification of Changes:

- In the eventuality of transformative alterations crystallizing within the
intricate mosaic of circumstances or conditions impacting the transaction, all
parties avow to expeditiously notify the pantheon of interested entities. This
swift notification protocol stands as a testament to the shared commitment to
foster an environment of informed decision-making characterized by
transparency, sagacity, and collective discernment.

ix. Additional Regulatory Approvals:

- Anticipating the plausible exigency of procuring additional regulatory
imprimaturs, the involved parties avow to be active collaborators in navigating
the labyrinthine channels of regulatory approvals within the stipulated
timeframe. A corollary obligation entails the expeditious communication of any
foreseen delays in securing these approvals and the assumption of supplementary
commitments aimed at ensuring the triumphant denouement of the transactional
narrative.

x. Additional Disclosure:
- In the eventuality of the advent of novel and germane information during the
labyrinthine journey of the transaction, parties commit to effecting additional
disclosures commensurate with the exigencies of the unfolding narrative. This
commitment manifests as a conduit for ensuring that all stakeholders are
endowed with access to a compendium of information that is not only complete
but perennially refreshed, thereby facilitating sagacious decision-making
predicated on a foundation of real-time awareness.

xi. Competition Restrictions:

- As custodians of ethical business practices and the vanguards of compliance
with antitrust and competition laws, all participating entities solemnly pledge
abstinence from engaging in practices that may contravene the edicts of these
laws. This commitment constitutes a linchpin, affirming the collective
commitment to engendering a milieu characterized by transparency and equity
within the competitive ecosystem.

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xii. Liability Insurance:
- All participating entities commit to maintaining insurance policies,
characterized by their adequacy in covering potential contingencies that may
emerge during the convoluted transactional process. This insurance, akin to a
financial parapet, serves as an additional bulwark against unforeseen risks,
thereby fortifying the resilience of the entire transactional edifice.

xiii. Good Faith Commitments:

- Imbued within the operational ethos is an unwavering obligation to navigate
the entire expanse of interactions and negotiations in a spirit of bona fide. Parties
commit to orchestrating efforts of sterling good faith, emblematic not only of
their commitment to achieving the established objectives but also as a pledge to
surmount any challenges that may arise through collaborative, earnest, and
sincere endeavors.

xiv. Termination and Consequences:

- The document articulates with meticulous detail the conditions and attendant
consequences attendant to the potential termination of the agreement. This
includes an elaborate delineation of the financial and legal responsibilities that
may accrue in the event of the termination of the transactional narrative. This
prescriptive framework ensures clarity, transparency, and a well-defined
trajectory in the event that parties collectively elect not to traverse the
transactional path to its logical conclusion.

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 AUTHORIZED CONTACT PERSONS

Any communication concerning possible interest in Dora must be made to one of

the following executives of the Bank:
Name / Position Contact Details
Jhon Smith/ Senior Advisor [email protected] | +1-123-456-7890
Alice Johnson / Vice President [email protected] | +1-234-567-8901
David White / Head of Finance [email protected] | +1-345-678-9012
Emily Davis / Chief Officer [email protected] | +1-456-789-0123

As previously established, under no circumstances must any direct contact be made

with any shareholder or any executive and/or employee of Dora or of any of its
subsidiaries as regards any aspect of the Transaction. In the event of
noncompliance, the potential purchaser(s) may be automatically excluded from
the Transaction.

IMPORTANT NOTE

Under no circumstances and in no way whatsoever should this letter and any
information made available to your organization be considered an offer to sell or
to invest or an invitation to buy Dora or carry out any transaction in relation to
any of the assets or liabilities forming part of Dora.

The receipt of any information relating to Dora shall be subject to the terms and
conditions of the Confidentiality Agreement.

Should you have any questions or queries regarding the Transaction or any other
matter, please do not hesitate to call or contact any of the persons detailed above.

On behalf of the Owner, I thank you for your interest in Dora.

Very truly yours,

******

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