Netplay TV : Offer Report 11

h

DATED 301

August2016

1. NETPLAY TV PLC

2. Betsson AB (publ)

)

NON-DISCLOSURE AGREEMENT

NetPlay TV Pie. Mutual Non-Disclosure Agreement

THIS AGREEMENT is made the 30th day of August 2016

BETWEEN:

1. NetPlay TV pie, a company registered in England and Wales, under registration number 3954744, whose registered office is at Battersea Studios, 80 Silverthorne Road, Battersea, London, SW8 3HE ("the First Party"); and

2. Betsson AB (publ), a company registered in Sweden , under registration number 556090-4251 , whose registered office is at Regeringsgatan 28, SE- 111 53 Stockholm, Sweden ("the Second Party").

1. Each Party wishes to disclose certain information to the other Party for the Stated Purpose defined in Schedule 1 of this Agreement which it wishes to keep confidential and wishes to prevent each Party from further disclosing to third parties.

2. The Parties hereby agree to keep confidential the information set out in Schedule 1 to this Agreement (and any further information designated as confident ial by either Party) subject to, and in accordance with, the terms and conditions of this Agreement.

1. Definitions and Interpretation

2. In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

   " Acting in Concert" has the meaning given to the term in the City Code

   on Takeovers and Mergers;

   "Associate" has the meaning given to the term in the FCA Handbook published by the Financial Conduct Authority;

   "Confidential Information" means the information set out in Schedule 1 and

   any further information designated by the Parties as confidential;

   ''Disclosing Party" means either Party to this Agreement when

   disclosing Confidential Information to the other Party or Parties;

   "Group" means a Party and its subsidiary and parent undertakings from time to time and a reference to a "Disclosing Party's Group" or "Receiving Party's Group" shall be construed accordingly;

   NetPlay TV Pie. Mutual Non-Disclosure Agreement

   "Intellectual Property Rights" means:

3. any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions;

4. rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);

5. rights of the same or similar effect or nature as those in paragraphs (a) and (b) which now or in the future may subsist; and ·

   "Permitted Disclosees"

   "Receiving Party"

   "Representative" "Stated Purpose"

6. the right to sue for past infringements of any of the foregoing rights; and

   means:

7. those of a Party's Representatives who are directly concerned with the Stated Purpose;

8. those of a Party's officers, employees, agents and contractors (and those of its Group) that need to know the Confidential Information for the Stated Purpose; and

9. any person to whom a Receiving Party discloses Confidential Information with the Disclosing Party's written consent,

and "Permitted Disclosee" means any of them;

means either Party to this Agreement when receiving Confidential Information from the other Party or Parties;

means a Party's professional advisers;

means the purpose for which the Parties may use the Confidential Information as described in Schedule 1.

10. Unless the context otherwise requires, each reference in this Agreement to:

1. "writing", and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

   NetPlay TV Pie. Mutual Non-Disclosure Agreement

2. the words "subsidiary undertaking" and "parent undertaking" have the meanings set out in section 1162 of the Companies Act 2006;

3. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

4. "this Agreement" is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;

5. a Schedule is a schedule to this Agreement;

6. a clause or paragraph is a reference to a clause of this Agreement (other than the Schedule) or a paragraph of tl1e Schedule; and

7. a "Party" or the "Parties" refer to the parties to this Agreement.

1. The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

2. Words imparting the singular number shall include the plural and vice versa.

1. Disclosure and Return of Confidential Information

2. The Confidential Information to be disclosed by the Parties to one another following the execution of this Agreement contains and incorporates confidential information in which each respective Party has an interest.

3. In consideration of the Conf ident ial Information being made available to the Receiving Party and/or its Group or any of its/their Permitted Disclosees, the Receiving Party, recognising and acknowledging the competitive value and confidential nature of the Confidential Information and that damage could result to the Disclosing Party and its Group if the Confidential Information is disclosed to any third party; hereby undertakes that it and its Permitted Disclosees shall, subject to the provisions of clauses 5 and 6, at all times maintain the Confidential Information as private and confident ial and shall not:

4. disclose or permit the disclosure of Confidential Information to any other person;

5. copy or permit the copying of the Confidential Information;

6. correspond in relation to or otherwise discuss with the shareholders, management or employees of the Disclosing Party's Group (or any part of it) or any other person other than the officials nominated by the Disclosing Party, the Confidential Information or any other matter in connection with the discussions or negotiations that are taking place; or

7. use or exploit any part or the whole of the Confidential Information directly or indirectly for any purposes other than the Stated Purpose,

   without the express written consent of the Disclosing Party.

8. The Receiving Party shall keep all Confidential Information safely and securely and protect it against theft, damage, loss and unauthorised access (including access by electronic means). .,

NetPlay TV Pie. Mutual Non-Disclosure Agreement

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