[on the letterhead of the person submitting the expression of interest]

To:
Form S.p.A. in Amministrazione Straordinaria
In person of the Extraordinary Commissioner
Avv. Alessandro Triscornia
[only in the event of transmission by registered letter with return receipt / courier:
c/o Studio Legale Giliberti Pappalettera Triscornia & Associati,
Via Visconti di Modrone 21,
20122 Milan (Italy)]

 [By registered letter with return receipt or courier
anticipated via fax at +39 02 76028512
otherwise
By certified e-mail, to the following address:  alessandro.triscornia@milano.pecavvocati ,
anticipated via fax at +39 02 76028512]

Dear Extraordinary Commissioner,
CONFIDENTIALITY UNDERTAKING
we make reference to the regulation hereto attached (the Regulation). Unless otherwise defined in the present document, capitalised terms and expressions have the meaning given to them in the Regulation.
In order to be able to assess the acquisition of the Business Activities, it is necessary that confidential information and data relating to Form be made available to us. Access to such information and data may also need to be extended to our representatives and/or advisors, or - if applicable - to companies belonging to our group, their directors, employees, representatives and/or advisors (hereinafter, the Authorised Persons). 
Form intends to grant access to such information only subject to prior assumption by us of confidentiality undertakings at the terms and conditions herein below (the Undertaking Letter).
***
1.	With reference to information and data below indicated (the Confidential Information):

(a)	all information and data of whatsoever nature relating to Form, which has been provided to us, even prior to the date of execution of the present Undertaking Letter, or that shall be made available to us in the course of the Sale Procedure and/or the possible negotiations relating to the transfer of the Business Activities, by Form (and its employees), the Commissioner and/or their representatives and advisors, in any form whatsoever - in writing, orally or in electronic form - and regardless of the express qualification of such information and data as confidential, inclusive of, without limitations, the information memorandum, the business plan, prospective data or estimates pertaining to the entire business of Form or the single Business Activities, or the know-how, the data and information concerning the technology and production processes, the suppliers, clients, products, the economic and financial condition, the contractual relationships, whether ongoing, ceased or on a prospective basis, of Form, and any other information obtained during the due diligence exercise on the Business Activities, following admission thereto;

(b)	any information relating to the Sale Procedure and any acts contemplated, consequent or otherwise connected thereto, inclusive of the status or progress of the Sale Procedure, the terms and conditions thereof, the possible existence - and the content -  of possible negotiations and/or agreements, occurred, contemplated or entered into, in connection thereto;

that:

(c)	at the time in which they are provided to us, or, at the terms below set out, to the Authorised Persons, are not in the public domain; or

(d)	following the time in which they are provided to us, or, at the terms below set out, to the Authorised Persons, do not become of public domain for causes unrelated to our violation of the obligations herein provided for, or for fact of the Authorised Persons not complying with the provisions herein contemplated; or

(e)	were not already legally in our possession, or in the possession of the Authorised Persons, prior to the admission of Form to the extraordinary administration procedure;

we irrevocably undertake:

I.	to treat the Confidential Information as strictly private and confidential and, therefore, not to disclose or communicate or make available any Confidential Information to any third party, unless (x) with your prior written consent, or (y) to the Authorised Persons, at the terms set out under the following art. 2., or (z) to comply with an obligation under the applicable provisions of law and/or regulation, or a request by a public authority having competence over us (or over the Authorised Persons), it being understood that, in such event, we shall timely inform you and, if possible, we shall consult with you in order to reach an agreement, or cause that an agreement is reached, with you in respect of the relevant timing and content;

II.	to adopt all reasonable measures necessary to ensure the fulfillment of the confidentiality obligations set out under the foregoing point I.;

III.	to use the Confidential Information solely for the purpose of evaluating the submission of non-binding or binding offers for the acquisition of the Business Activities, at the terms and conditions that shall be set out by the Letter of Procedure, and to carry out possible negotiations in such respect, it being in any event excluded any use of the Confidential Information that may cause damage to Form (by way of example and without any limitations, by using the Confidential Information to induce employees, clients or suppliers of Form to cease their ongoing relationships, or to amend the terms and conditions of such relationships to the detriment of Form), or the Sale Procedure;

IV.	should the Sale Procedure be interrupted, or our further participation thereto excluded, to return to you, or destroy, all hard copies of documents possibly in our possession - or in possession of the Authorised Persons - containing Confidential Information, or to cancel or destroy, or cause the cancellation or destruction of, to the extent reasonably practicable, any Confidential Information registered on any computerized medium whatsoever, possessed, held, controlled or managed by us and/or the Authorised Persons or on our behalf or on behalf of the Authorised Persons, unless, and to the extent, otherwise required by reason of provisions of law and/or regulation or pursuant to internal compliance procedures possibly applicable and in any event without prejudice to our undertakings in relation to the confidentiality of all the aforementioned information in accordance with the provisions of this Undertaking Letter; 

V.	to contact only the Commissioner and/or the persons by him specifically indicated in writing or by e-mail, it being understood that we shall not, without the prior consent of the Commissioner (in writing or by e-mail), have any direct relationships with the employees, agents and/or consultants of Form.

2.	The Confidential Information may be communicated to one or more of the Authorised Persons, in derogation to the general prohibition set out under art. 1., point I.:

I.	only to the extent that the knowledge of such Confidential Information by such person(s) is necessary for the purpose of our participation to the Sale Procedure, or to possibly execute the purchase of the Business Activities; and

II.	it being understood that we hereby undertake to ensure that the Authorised Persons act in accordance with the provisions of this Letter of Undertaking as if they were undertaking parties hereto and that we shall keep you fully harmless and indemnified against any damage, cost, expense, burden or detrimental consequence that may be suffered or borne, as the case may be,  by you, for fact of the Authorised Persons not complying with the provisions herein set out, regardless of our degree of diligence in ensuring accordance therewith.

3.	We acknowledge and accept that no representations or warranties - express or implicit - is given by Form (and its employees), the Commissioner, or their representatives and/or advisors, with respect to the truthfulness, completeness and correctness of the Confidential Information and that none of the aforementioned persons assume any liability vis-à-vis us or the Authorised Persons, not even of a pre-contractual nature, in relation to the content of the Confidential Information or the use that shall be made thereof by us and/or the Authorised Persons, and/or for any error or omission relating thereto. In derogation to the provision set out under art. 1411, paragraph 2, of the Italian Civil Code and to the extent necessary, this acknowledgment and statement must be deemed irrevocably given, regardless of the expression of the intention of the beneficiaries to avail themselves of, or accept, it.

4.	The obligations contemplated under this Undertaking Letter shall be effective starting from its signing date and until the end of the 18° (eighteenth) month following the end of the current month, save for, in any event, the longer duration possibly provided for under provisions of law and/or regulation, or by single agreements, to the limited extent of the confidentiality obligations therein provided for. All the foregoing without prejudice to the possible forfeiture of such obligations that may derive from a different regulation contained in the sale and purchase agreement relating to the Business Activities in case of signing thereof, and without prejudice, also in such event, to possible obligations pursuant to the applicable provisions of law and/or regulation.

5.	All the above without prejudice whatsoever to the provisions set out under Paragraph 8 of the Regulation and it being understood that the Commissioner may request the entering into of further confidentiality undertakings in the course of the Sale Procedure (by way of example, in the data-room regulation that shall be made available for the purposes of the due diligence activity concerning the Business Activities by those persons admitted to such activity).

6.	In accordance with the provisions contemplated, inter alia, in the Regulation, the present Undertaking Letter is governed by Italian law. For any disputes relating to this Undertaking Letter, its interpretation, execution, validity and effectiveness, the Court of Milan shall have exclusive jurisdiction. 

***

Place: [•]
Date: [•]

____________________ 
[• - If the expression of interest is submitted by an individual acting on her/his name and behalf, to be indicated here her/his name and surname, with the following wording “acting on [her/his] own name and behalf”. If the expression of interest is submitted by an entity/company, to be indicated here the name of such entity/company, with the following wording “hereby represented by [insert name and surname of the pro tempore legal representative], in [her/his] quality of [indicate office of such individual] and pro tempore legal representative”].

[The signature shall have to be in full and each page of the document - as inclusive of its annex - initialed by the signatory]

Annex

The Regulation

[To be attached copy of the regulation of the expressions of interest available at the following link:

http://www.gruppoformamministrazionestraordinaria.com/form_as/en/category/invito-a-manifestare-interesse/ ]