EFTA Document EFTA01364973

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