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EXHIBIT 99.7
December 6, 1999
Xx. Xxxxxxxxxxx X. Xxxxx
Chairman and Chief Executive Officer
Elite Information Group, Inc.
0000 X. Xxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000-0000
Gentlemen:
Elite Information Group, Inc., a Delaware corporation ("Elite"), and
Solution 6 Holdings Limited, a New South Wales, Australia corporation
("Solution 6"), are currently in discussions concerning a possible negotiated
transaction between Elite and Solution 6 or one of its affiliates (the
"Possible Transaction"). The parties hereto and their advisors are currently
negotiating terms of the Possible Transaction and preparing documentation. As a
material inducement to Solution 6 to continue to proceed with the Possible
Transaction, Elite agrees that until 11:59 p.m., Los Angeles, California time
on December 14, 1999 (the "Due Diligence Period"), Elite will not, and will
cause its advisors, representatives, agents and advisors and its and their
respective affiliates not to, without the prior written consent of Solution 6,
enter into any agreement regarding, or negotiate with, solicit, encourage, or
furnish information to, or participate in any discussion with, any person,
entity or organization in connection with any proposal for a business
combination or acquisition or purchase involving any of such persons or
entities or the assets or capital stock of Elite, and Elite will immediately
terminate any present discussions or negotiations concerning the same.
Each party understands and agrees that no contract or agreement providing
for or with respect to a Possible Transaction shall be deemed to exist unless
and until a definitive agreement providing for and containing all material
terms and conditions with respect to a Possible Transaction (a "Definitive
Agreement") has been executed and delivered, and each party hereby waives, in
advance, any claims (including, without limitation, breach of contract) in
connection with a Possible Transaction or any purported agreement or
understanding with respect thereto unless and until the parties shall have
entered into a Definitive Agreement. The parties also agree that, unless and
until a Definitive Agreement between the parties has been executed and
delivered, neither party has any legal obligation of any kind whatsoever with
respect to any Possible
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Transaction by virtue of this Agreement or as the result of any other written
or oral expression, whether before or after the execution of this Agreement,
with respect to a Possible Transaction except, in the case of this Agreement,
for the matters specifically agreed to herein. For purposes of this paragraph,
the term "Definitive Agreement" does not include an executed letter of intent,
memorandum of understanding, term sheet, or any other preliminary written
agreement, nor does it include any written or oral acceptance of any offer or
bid on the part of either party.
If the foregoing accurately reflects our understanding, please execute
this letter in the space provided below and return a copy to the undersigned.
This letter shall be construed in accordance with and governed by the laws of
the State of Delaware. The terms and provisions of this letter shall be subject
to the Confidentiality Agreement, by and between Solution 6 and Elite.
Very truly yours,
SOLUTION 6 HOLDINGS LIMITED
By: /s/ XXXXXX X. XXXXXXXXXX
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Xxxxxx X. Xxxxxxxxxx,
Chief Financial Officer
AGREED TO AND ACCEPTED
as of the date first above written:
ELITE INFORMATION GROUP, INC.
By: /s/ XXXXXXXXXXX X XXXXX
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Xxxxxxxxxxx X. Xxxxx,
Chairman and Chief Executive Officer
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December 6, 1999
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EXCLUSIVITY LETTER1.DOC