This Letter is to agree the basis upon which we will be granted a period of exclusivity to conduct due diligence, negotiate the terms of the Transaction and to sign the definitive agreements for the Transaction, for the period starting on the date of your acceptance of this letter, as indicated below, and ending by midnight on [four months from the date herof] (the "Exclusivity Period"). In consideration of us proceeding with such actions and the matters which may affect it: