Standstill Agreement

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{{company_address}}

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STANDSTILL AGREEMENT

PARTIES

This Standstill Agreement (the “Agreement”) dated this {{date_of_agreement}}

BETWEEN:

{{Lender_Company_Name}} (Registration Number: {{Lender_Registration_Number}}), a company duly incorporated and registered under the laws of {{country_of_incorporation}}, with its registered office at {{Lender_Company_Address}} (hereinafter referred to as the “Lender”).

AND

{{Borrower_Company_Name}} (Registration Number: {{Borrower_Registration_Number}}), a company duly incorporated and registered under the laws of {{country_of_incorporation}}, with its registered office at {{Borrower_Company_Address}} (hereinafter referred to as the “Borrower”).

Collectively referred to as “the Parties” and individually as a “Party”.

BACKGROUND

A. The Borrower is indebted to the Lender in the aggregate principal amount of {{total_debt_amount}} (the “Debt”) in terms of the loan agreement(s) dated {{date_of_original_loan_agreement}} (the “Loan Agreement”).

B. The Borrower has informed the Lender that it is experiencing temporary financial difficulties which may affect its ability to meet its payment obligations under the Loan Agreement.

C. The Parties wish to enter into this Agreement to establish a period during which the Lender agrees to refrain from exercising certain remedies under the Loan Agreement, subject to the terms and conditions hereinafter set forth.

STANDSTILL PERIOD

1.1. The Lender agrees to a standstill period commencing on {{start_date_of_standstill}} and ending on {{end_date_of_standstill}} (the “Standstill Period”), during which time the Lender shall refrain from accelerating the Debt or taking any enforcement action against the Borrower under the Loan Agreement, provided that the Borrower complies with its obligations under this Agreement.

BORROWER'S UNDERTAKINGS DURING STANDSTILL PERIOD

2.1. During the Standstill Period, the Borrower undertakes to:

a) Provide the Lender with {{frequency_of_financial_reports}} financial reports (e.g., monthly management accounts, cash flow projections) within {{number_of_days}} days of the end of each reporting period.

b) Not incur any new material indebtedness without the prior written consent of the Lender, other than trade credit in the ordinary course of business.

c) Not dispose of any material assets outside of the ordinary course of business without the prior written consent of the Lender.

d) Prioritise efforts to restructure its financial affairs and seek alternative financing, providing regular updates to the Lender on progress.

e) Pay interest on the Debt at the rate of {{interest_rate_during_standstill}}% per annum during the Standstill Period, payable on {{interest_payment_frequency}}.

RESERVATION OF RIGHTS

3.1. This Agreement is without prejudice to any of the Lender’s rights and remedies under the Loan Agreement and at law, which are expressly reserved. The Lender’s agreement to this Standstill Period does not constitute a waiver of any default that has occurred or may occur under the Loan Agreement.

3.2. Upon expiration or termination of the Standstill Period, or upon any breach by the Borrower of its undertakings hereunder, the Lender shall be entitled to exercise all rights and remedies available to it under the Loan Agreement and at law without further notice.

GOVERNING LAW AND JURISDICTION

4.1. This Agreement shall be governed by and construed in accordance with the laws of {{applicable_country}}.

4.2. The Parties irrevocably submit to the non-exclusive jurisdiction of the courts of {{applicable_country}}.

WHOLE AGREEMENT

5.1. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, proposals, and representations, whether oral or written, between the Parties.

NOTICES

6.1. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, registered post, or email to the addresses set forth below or such other address as a Party may notify to the other Party from time to time:

Lender:

Attention: {{Lender_Contact_Person}}

Address: {{Lender_Notice_Address}}

Email: {{Lender_Notice_Email}}

Borrower:

Attention: {{Borrower_Contact_Person}}

Address: {{Borrower_Notice_Address}}

Email: {{Borrower_Notice_Email}}

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Standstill Agreement on the date first above written.

_____________________________

For and on behalf of {{Lender_Company_Name}}

Name: {{Lender_Signatory_Name}}

Capacity: {{Lender_Signatory_Capacity}}

Date: {{Signature_Date}}

_____________________________

For and on behalf of {{Borrower_Company_Name}}

Name: {{Borrower_Signatory_Name}}

Capacity: {{Borrower_Signatory_Capacity}}

Date: {{Signature_Date}}