EFTA01364973.pdf

Agreement, without the necessity of proving actual damages a 15. Severability: If a court of competent jurisdiction declares any posting bonds, in addition to any other relief as may be granted by a provision in this Agreement invalid or unenforceable, such invalidly court of competent jurisdiction. If any legal action is brought to or unenforceability shall have no effect on the remainder of the enforce any obligations hereunder, the prevailing party shall be Agreement which shall remain in full force. No delay, failure, or entitled to receive reasonable attorneys' fees, court costs and other waiver of either party's exercise or partial exercise of any right or collection expenses, in edition to any other relief it may receive. remedy under this Agreement shall operate to limit, impair, preclude, 11. Relationship between the Parties: This Agreement does not cancel, waive or otherwise affect such right or remedy. No waiver of create any agency. partnership, employment or joint venture any provision of this Agreement shall constitute a waiver of any other relationship between the Parties. provision(s) or of the same provision on another occasion. 12. Entire Agreement This Agreement constitutes the entire 16. Counterparts: This Agreement may be signed in two agreement of the Parties with respect to the subject matter of this counterparts each of which together will be deemed to be an original Agreement and cancels and supersedes any prior discussions. and all of which together will constitute one and the same instrument. correspondence, understandngs, agreements, or communication of 17. Notices: My notice under this Agreement shall be in writing and any nature relating to the subject matter of this Agreement. My shall be effective only it it is delivered by hand or mailed, certified or waiver, modification, amendment, supplement or other change to this registered mail, postage prepaid, retum recePt requested, addressed Agreement must be in writing and signed by both Parties. to the appropriate party at its address set forth in this Agreement. 13. Assignment: This Agreement may not be assigned by Recipient My such notice shall be effective only upon actual receipt by the without Discloser's express prior written authorization. Subject to the party to be notified foregoing, this Agreement shall inure to the benefit of and be binding 18. Governing Law: This Agreement shall be construed and ton the Parties, and their permitted successors and assigns. govemed by English law, The parties hereby submit to the personal 14. Return of Confidential Information: Upon expiration or jurisciction of, and agree that any legal proceeding with respect to or termination of this Agreement, at the Discloser's request, the arising under this Agreement shall be brought solely to the London Recipient shall pronptty (a) retum or destroy all Confidential Court of International Arbitration (LCIA) Each Party hereto Information received from the Discloser (incluing, without limitation, irrevocable waives any objections on the grounds of venue, forum any summaries of orally disclosed information and all copies thereof non-conveniens, or any similar grounds. in its possession or control), and all materials which incorporate or 19. Public Information: Without Recipient's prior written consent, are based on Confidential Information prepared by Recipient, and (b) the Company shall not provide to Recipient or its affiliates, directors, certify through an officer of the Recipient to Disclosing Party that all officers, employees, consultants or agents any material non-public Confidential Information have been returned or destroyed. Failure of information about any company that has its or its affiliates' securities the Discloser to make such request of Recipient shall not entitle listed in any public exchange that would restrict Recpient's ability to Recipient to make any further use of the Confidential Information a trade securities. otherwise extend Recipients right set forth herein after expiration or termination of this Agreement and Recipient specifically agrees to cease any further use of Discloser's Confidential Information. ix]: Parbcipant Vy Capital Management Company Limited By: By: Printed Name: [x] Printed Name. Daniel Schwarz Title: kJ Title: Chief Operating Officer Date: Date: CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0055539 CONFIDENTIAL SONY GM_00201723 EFTA01364973