EFTA Document EFTA01434422

EFTA01434422 EFTA01434423 Dfin-schc Biif'ik We.ilih Myrsngemenl 1 [Name of Client] [Address of Client] [Address of Client] [Address of Client] Deutsche Bank Securities Inc. ("DB") proposes to introduce you to Vy Capital Management Company Limited (the "Introduced Party") to discuss the possibility of, if you deem it suitable, your investing in interests in Space Exploration Technologies Corp,. (the "Interests"), DB is not offering, selling or recommending your investment in the Interests and does not act as agent for the Introduced Party or issuer of the Interests. You must make an independent assessment of the opportunities and risks presented by the potential investment in the Interests, including relevant market factors and other investment considerations, such as tax impact If you elect to invest in the Interests. DB will be paid a referral fee by the Introduced Party equal to 2% of the capital or assets you commit to invest in the Interests. As a result, DB may have an incentive to introduce you to the Introduced Party in connection with investment in the Interests, ahead of other possible Introduced Parties and investments for which DB would not receive a referral fee, You will not pay a higher subscription amount for the Interests as a result of our arrangement. This arrangement, however, may affect the Introduced Party's willingness to negotiate below its standard placement fees, as applicable, and as a result may affect the overall fees introduced clients pay. Please sign below to evidence your acknowledgment of this Disclosure Letter and of the disclosures included herein and your confirmation that you are capable of evaluating the proposed investment and have determined or, prior to investing, will determine, that it is suitable for you. ACKNOWLEDGMENT OF RECEIPT I acknowledge receipt of this Disclosure Letter from DB describing the arrangements between DB and the Introduced Party, I also acknowledge that the Interests are "restricted" and, thus, illiquid and may be subject to restrictions on redemption I also understand that DB is not recommending, offering or EFTA01434424 selling the Interests to me and is not involved in the placement of the Interests. I confirm that: (I) 1 have greater than $50 miliion in net assets, (II) I have experience investing in investments similar to interests in the Interests, (iii) I am capable of independently evaluating the inherent investment risk in the Interests and (iv) prior to investing in the Interests, I have or will have evaluated the investment and determined that it is a suitable investment for me. [o I (A- Date: f- Bdk Signature BA1R16T Printed Name capital NON-DISCLOSURE AGREEMENT Effective Date; October 3,2017 Participant Company: Vy Capital Management Company Limited Participant Address: Emirates Financial Towers, South Tower, Level 9, Office 901/902 DiFC, PO Box 506950, Dubai, UAE extent: (i) it is required to do so by law, provided that Recipient gives Discloser sufficient notice to enable it to seek an order limiting or precluding such disclosure, and/or in any event only disclose the exact Confidential information, or portion thereof, specifically requested; or (ii) Discloser gives its prior written authorization to do so which is signed by an officer of the Discloser. Recipient agrees that except to the extent that the Discloser is expressly precluded by iaw from prohibiting Recipient from doing so, Recipient shall not alter, modify, adapt, create derivative works, translate, deface, decompile, disassemble, convert into human readable form, or reverse engineer all, or any part, of any materials to which it is provided access by Discloser. 5. Confidentiality Period: Recipient's duties with respect to Confidential Information under this Agreement shall continue for two (2) years from the expiration or termination of this Agreement for any reason (except for source code and frade secrets, which shall remain subject to the terms of this Agreement so long as they constitute source code or trade secrets under applicable law), 6, Standard of Care: Recipient shall treat Confidential Information as strictly confidential, and shall use the same standard of care to prevent unauthorized use, reproduction, or disclosure as the Recipient uses to protect its own confidential and proprietary information of a similar nature, but in no event less than reasonable care. 7. Exclusions: Information foal Recipient can establish: (a) was lawfully in Recipient's possession before receipt from Discloser; or (b) is or becomes a matter of public knowledge through no fault of Recipient; or (c) was independently developed or discovered by Recipient without the benefit of any Confidential Information of the Disclosing Party, shall not be considered Confidential Information EFTA01434425 under this Agreement. 8. Warranty: This Agreement shall not obligate either Party to disclose any Confidential Information with the other Party. Discloser makes no representation, warranty or guarantee whatsoever about the Confidential Information. 9. Ownership: The Recipient hereby acknowledges and agrees that it shall not acquire any rights in or to the Confidential Information under this Agreement other than the rights granted in Paragraph 4. In particular. Recipient shall not acquire any ownership right, interest, or title in or to the Confidential Information or any intellectual property rights therein or the right to obtain or apply for such rights under the Agreement. Nothing contained herein shall be construed as obligating either Party to (i) disclose any Confidential Information to the other or (ii) enter into a business relationship with the other. to. Rights and Remedies: Recipient further acknowledges and agrees that due to the unique nature of the Disclosing Party's Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the Recipient or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party and, therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to seek injunotive relief under this Agreement, without the necessity of proving actual damages or posting bonds, in addition to any other relief as may be granted by a This Non-Disclosure Agreement ("Agreement") is entered by and between the undersigned and Vy Capital ("VyC") identified above (each a "Party" and together the "Parties"). In order to protect certain Confidential Information as described below, the parties agree as follows: 1. Disclosing Party: The Party disclosing the Confidential information (the "Discloser") is VyC. iPescription of Confidential Information: "Confidential Information" is any information in wliatever form or medium (and includes any copies of such information that receiving Party ("Recipient") is authorized to make hereunder) that is; (a) proprietary or confidential to Discloser or its affiliated companies or to their respective customers, suppliers or other business partners, including without limitation, information that is embedded in or related to the Discloser's product or the development, testing, or commercial exploitation thereof, in whatever form or media; (b) is either specifically identified as confidential prior to or at the time of its disclosure or would generally be considered confidential by the Recipient, exercising reasonable judgment and (c) directly or indirectly disclosed or to which the Recipient is otherwise provided access by Discloser or on Discloser's behalf. For the purposes of clarification, in relation to any discussions relating to patent rights, any prior art identified by Discloser as a result of Discloser expending time and/or money shall constitute Confidential Information and may be used, reproduced or disclosed only as specifically provided herein. 3. Purpose: In this Agreement. "Purpose" means; (i) assessing the desirability or viability of establishing or furUiering a business EFTA01434426 contractual relationship between the Parties, and (ii) to the extent this Agreement is incorporated by reference into any other agreement, achieving the objectives of that agreement. 4. Use, Disclosure, and Reproduction. Except as specifically provided herein, Recipient shall hold Confidential Information in strict confidence. Recipient shall use and reproduce the Confidential Information only to the extent reasonably required to fulfill the Purpose, It shall not be a breach of the obligations of the Recipient if the Recipient provides access to Confidential information to, and authorizes the use and reproduction of the Confidential Information as is reasonable required to fulfill the Purpose by the Recipient's employees ("Employees"), provided that Recipient is vicariously liable for the failure of any Employee to whom Confidential Information is disclosed to comply with Recipient's obligations hereunder and ftjrther provided that the Employee: (i) has a need to know the Confidential Information to fulfill the Purpose and (ii) is clearly informed by Recipient of the confidential nature of Confidential Information. Recipient may also disclose Confidential Information if and only to the 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 addition 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 Parties with respect to the subject matter of this Agreement and cancels and supersedes any prior discussions, correspondence, understandings, agreements, or communication of any nature relating to the subject matter of this Agreement, Any 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 Oiscloser's express prior written authorization. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon 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 promptly (a) return or destroy all Confidential Information received from the Discloser (including, 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 toe Confidential Information or otherwise extend Recipient's right set forth herein after expiration or termination of this Agreement and Recipient specifically agrees to cease any further use of Oiscloser's Confidential Information. 15. Severability: if a court of competent jurisdiction declares any EFTA01434427 provision in this Agreement invalid or unenforceable, such invalidity or unenforceability shall have no effect on toe remainder of the Agreement which shall remain in full force. No delay, failure, or waiver of either party's exercise or parfial 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 anotoer 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 toe same instrument. 17. Notices: Any notice under this Agreement shall be in writing and shall be effecti ve only if it is delivered by hand or mailed, certified or registered mail, postage prepaid, return receipt requested, addressed to the appropriate party at its address set forth in this Agreement. Any such notice shall be effective only upon actual receipt by the party to be notified. 18. Governing Law: This Agreement shall be construed and governed by English law, The parties hereby submit to the personal jurisdiction 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. Pubtic Informatioiv. 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 Recipient's ability to fiade securities. [X]: Participant: Vy Capital Management Company Limited By: By; Printed Name: [x] -pftOL Title: [xj Date: 1 Printed Name: Daniel Schwarz Title: Chief Operating Officer Date: EFTA01434428