SONY CORP S-8


 


Exhibit 4.2


 


Allotment Agreement for Shares of Restricted
Stock


 


Sony Corporation (the “Corporation”)
and [the name of person to whom shares will be granted] (the “Qualified Person”) enter into this Allotment Agreement
for Shares of Restricted Stock (this “Agreement”) as of July 22, 2019, as follows, in connection with (i) the allotment
of the shares of common stock of the Corporation to be granted to the Qualified Person by the Corporation pursuant to the decision
of the Representative Corporate Executive Officer of the Corporation made on July 1, 2019, which is based on the delegation by
the Board of Directors of the Corporation, and (ii) the management of the account for such shares treated as restricted stock.
This Agreement, including Exhibit 1 and Exhibit 2, shall also function as the notification set forth in Article 203, Paragraph
1 of the Companies Act, the application set forth in Article 203, Paragraph 2 of the Companies Act and the notification set forth
in Article 204, Paragraph 3 of the Companies Act.


 


Article
1      (Purpose of this Agreement)


 


The purpose of granting
shares of common stock of the Corporation to the Qualified Person pursuant to this Agreement as part of the restricted stock compensation
plan of the Corporation is to (i) further promote shared values between the shareholders, on the one hand, and the executives (including
the Qualified Person), on the other hand, and (ii) give an incentive to such executives to enhance the mid- to long-term business
performance of the Corporation and its corporate value.


  


Article
2      (Issuance of the Shares)


 


		1.	The Corporation shall issue 168,900 shares of common
stock of the Corporation in accordance with the following terms, and the Qualified Person shall subscribe for 15,000 shares (the
“Shares”; and the number of the Shares shall be hereinafter referred to as the “Number of Shares”) out
of the said shares.



 





		(1)	Class and number of the total shares which the Corporation shall grant to all Qualified Persons
(the “Offered Shares”)



 





168,900
shares of common stock of the Corporation


 


		(2)	Method of allotment of Offered Shares



 





Allotment
of shares as restricted stock 


 


		(3)	Amount to be paid for each Offered Share



 





5,648
yen per share 


 


		(4)	Total amount to be paid for Offered Shares



 





953,947,200
yen


 






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		(5)	Substance and value of the investment assets that will be contributed in kind



 





Monetary
compensation receivables payable by the Corporation that will be granted to the Corporate Executive Officers of the Corporation:
491,376,000 yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share: 5,648
yen), monetary compensation receivables payable by the Corporation that will be granted to the Non-Executive Directors of the Corporation:
55,915,200 yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share: 5,648
yen) and monetary compensation receivables payable by the Corporation that will be granted to the Executives of the Corporation:
321,936,000 yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share: 5,648
yen), and monetary compensation receivables payable by a subsidiary of the Corporation that will be granted to an Executive of
such subsidiary (the Corporation will assume such subsidiary’s debt obligation owed to such Executive in relation to such
monetary compensation receivables): 84,720,000 yen (the amount of monetary compensation receivables that will be contributed for
the Offered Shares, per share: 5,648 yen)


 


		(6)	Amount of increase in stated capital



 





476,973,600
yen 


 


		(7)	Amount of increase in additional paid-in capital



 





476,973,600
yen


 


		(8)	Payment date



 





July
23, 2019 (the “Payment Date”) 


 


		2.	The Qualified Person hereby agrees to immediately pay,
on the Payment Date, the monetary compensation receivables to the Corporation in the amount obtained by multiplying (i) the Number
of Shares to be subscribed for by the Qualified Person pursuant to the main clause of the preceding Paragraph by (ii) the amount
of monetary compensation receivables that will be contributed per share for the Offered Shares, which is set forth in Item (5)
of the preceding Paragraph; and the Corporation hereby approves payment by way of such contribution.



  


Article
3      (Restriction on Transfer of the Shares)


 


		1.	Except as otherwise provided in Article 5 or Article 8, during the period from the Payment Date
to June 18, 2022 (the “Transfer Restriction Period”), the Qualified Person shall not transfer, create any security
interest on or otherwise dispose of the Shares (the “Transfer Restriction”). For the avoidance of doubt, in no case
shall a person’s receipt of the Shares by bequest or inheritance violate this Article.



 


		2.	In order to ensure compliance with the Transfer Restriction, during the Transfer Restriction Period
(subject to Article 5 or Article 8), (i) the Shares granted to the Qualified Person will be managed by The Bank of Tokyo-Mitsubishi
UFJ, Ltd. using a dedicated account for the Shares (the “Account for Shares”) in the name of Citibank, NA. (“Citibank”),
which is set forth in Exhibit 2, and (ii) ADRs (as defined in Article 19, Paragraph 1) will be managed by Citibank. In connection
with the aforesaid management of ADRs, the Corporation has entered into that certain Amended and Restated Deposit Agreement, dated
as of October 15, 2014, as amended and supplemented from time to time, by and among the Corporation, Citibank, and all holders
and beneficial owners of American Depository Shares thereunder, and has entered into that certain Sony Corporation Restricted ADS
Agreement, dated as of July 17, 2017, as amended and supplemented from time to time, by and between the Corporation and Citibank
(collectively, the “Management Agreements”). The Qualified Person’s acceptance of the Shares shall constitute
his or her acceptance of all terms and conditions of the Management Agreements as they apply to the Shares and, as applicable,
ADRs.



 


		3.	The Qualified Person shall receive the book-entry transfer of the Shares into the Account for Shares.



  






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Article
4     (Treatment of Shareholders’ Rights)


 


		1.	The Qualified Person may exercise voting rights pertaining
to the Shares and has the right to receive dividends of surplus pertaining to the Shares at all times, including during the Transfer
Restriction Period.



 


		2.	The Qualified Person shall not exercise, with respect to the Shares, appraisal rights (i.e., the
right under which shareholders may request the company to purchase the shares held by such shareholders at a fair price, which
is set forth in Article 116, Article 182-4, Article 192, Article 469, Article 785, Article 797 and Article 806 of the Companies
Act) or any other minority shareholders’ rights (including, but not limited to, the rights set forth in Article 206-2, Paragraph
4, Article 244-2, Paragraph 5, Article 297, Article 303, Paragraph 2, Article 305, Article 306, Article 358, Article 426, Paragraph
7, Article 433, Article 479, Paragraph 2, Article 796, Paragraph 3, Article 833, Article 847-3 and Article 854 of the Companies
Act) against the Corporation for any reason until the Transfer Restriction is removed.



  


Article
5     (Removal of the Transfer Restriction)


 


		1.	The Corporation shall remove, as of the expiration
of the Transfer Restriction Period, the Transfer Restriction on all of the Shares held by the Qualified Person, on the condition
that the Qualified Person has, throughout the Transfer Restriction Period, held one or more of his or her positions, as applicable,
as a Director, a Corporate Executive Officer or any other officer at, or continued to be an employee of, the Corporation or a
Related Company of the Corporation (a “Related Company” means a “subsidiary (kogaisha)” as defined
in Article 8, Paragraph 3 of the Ordinance on the Terminology, Forms and Preparation Methods of Financial Statements, etc. or
an “affiliated company (kanren kaisha)” as defined in Paragraph 5 of such Article; and together with the Corporation,
the “Sony Group Companies”).



 


		2.	Notwithstanding the provisions of the preceding Paragraph,
if, during the Transfer Restriction Period, the Qualified Person ceases to hold all the positions that he or she holds as a Director,
a Corporate Executive Officer and/or any other officer at, and, if applicable, ceases to be an employee of, the Sony Group Companies
due to his or her death or any other justifiable reason that is approved by the Corporation, the timing of the removal of the
Transfer Restriction and the number of Shares for which the Transfer Restriction will be removed shall be as set forth below.



 


		(1)	In the case that the Qualified Person ceases to hold all the positions that he or she holds as
a Director, a Corporate Executive Officer and/or any other officer at, and, if applicable, ceases to be an employee of, the Sony
Group Companies due to the Qualified Person’s death:



 


		(a)	Timing of the removal of the Transfer Restriction



 


The later
of: (A) the date of the decision by the Corporation regarding the handling of the Qualified Person’s Shares upon his or her
ceasing to hold all the positions that he or she holds as a Director, a Corporate Executive Officer and/or any other officer at,
and, if applicable, ceasing to be an employee of, the Sony Group Companies due to the Qualified Person’s death; and (B) the
date that notice is made pursuant to Article 11, Paragraph 1.


 


		(b)	Number of Shares for which the Transfer Restriction will be removed



 






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The number
of Shares obtained by multiplying the amount set forth in (i) below by the amount set forth in (ii) below (any fractional unit
(where one unit equals 100 shares) shall be rounded down to the nearest unit (100 shares)); however, if Article 7, Paragraph 3,
Item (8) applies to the Qualified Person, the number of Shares will be zero (0).


 


		(i)	the Number of Shares held by the Qualified Person as of his or her death.



 


		(ii)	the amount obtained by dividing (A) the number of months in the period from (x) the month including
the Payment Date to (y) the month including the date of the Qualified Person’s death by (B) 36.



 


		(2)	In the case that the Qualified Person ceases to hold all the positions that he or she holds as
a Director, a Corporate Executive Officer and/or any other officer at, and, if applicable, ceases to be an employee of, the Sony
Group Companies due to any other justifiable reason that is approved by  the Corporation, other than in the case of the preceding
Item:



 


		(a)	Timing of the removal of the Transfer Restriction



 


As of
the first day of the month following the month in which the Qualified Person ceases to hold all the positions that he or she holds
as a Director, a Corporate Executive Officer and/or any other officer at, and, if applicable, ceases to be an employee of, the
Sony Group Companies (provided, however, that the Corporation may adjust the date of the removal of the Transfer Restriction within
a reasonable extent from the perspective of administrative procedures for the removal of the Transfer Restriction).


 


		(b)	Number of Shares for which the Transfer Restriction will be removed



 


The number
of Shares obtained by multiplying the amount set forth in (i) below by the amount set forth in (ii) below (any fractional unit
(where one unit equals 100 shares) shall be rounded down to the nearest unit (100 shares)).


 


		(i)	the Number of Shares held by the Qualified Person as of ceasing to hold all positions that he or
she holds as a Director, a Corporate Executive Officer and/or any other officer at, and, if applicable, ceasing to be an employee
of, the Sony Group Companies.



 


		(ii)	the amount obtained by dividing (A) the number of months in the period from (x) the month including
the Payment Date to (y) the month including the date that the Qualified Person ceases to hold all the positions that he or she
holds as a Director, a Corporate Executive Officer and/or any other officer at, and, if applicable, ceases to be an employee of,
the Sony Group Companies by (B) 36.



  


Article
6     (Compliance with the Financial Instruments and Exchange Act, Etc.)


 


		1.	The Qualified Person shall, in selling the Shares for
which the Transfer Restriction is removed in accordance with the preceding Article or Article 8, Paragraph 1, comply with the
Financial Instruments and Exchange Act and any other applicable laws and regulations (including, but not limited to, the applicable
U.S. laws and regulations) and the Corporation’s regulations for the prevention of insider trading.



 


		2.	The Qualified Person shall, in selling the Shares for which the Transfer Restriction is removed
in accordance with the preceding Article or Article 8, Paragraph 1, confirm in advance with the Legal Division of the Corporation
or its subsidiaries as applicable (or any other department of the Corporation or its subsidiaries in charge of such matters at
the time), whether there is any violation of Article 166 and/or Article 167 (provisions relating to insider trading) of the Financial
Instruments and Exchange Act or any other applicable laws and regulations.



 






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		3.	In addition to the provisions of the preceding two (2)
Paragraphs, the Qualified Person shall comply with the Companies Act, the Financial Instruments and Exchange Act and other applicable
laws and regulations, and the internal regulations, etc. of the company to which the Qualified Person belongs, in connection with
the holding, sale and other disposition of the Shares.



  


		Article 7	(Events of Acquisition without any Consideration to,
or Consent of, the Qualified Person)



 


		1.	The Corporation shall acquire, without any consideration
to, or consent of, the Qualified Person, all of the Shares held by the Qualified Person that are not subject to the removal of
the Transfer Restriction as of the expiration of the Transfer Restriction Period.



 


		2.	If the Transfer Restriction on any portion of the Shares is removed pursuant to Article 5, Paragraph
2, the Corporation shall automatically acquire at the same time the Transfer Restriction is removed and without any consideration
to, or consent of, the Qualified Person, that portion of the Shares held by the Qualified Person for which the Transfer Restriction
has not been removed.



 


		3.	If any of the following events occurs with respect to
the Qualified Person during the Transfer Restriction Period, the Corporation shall acquire all of the Shares at the same time
that such event occurs and without any consideration to, or consent of, the Qualified Person. If time is required to determine
whether any of the following events has occurred with respect to the Qualified Person during the Transfer Restriction Period,
the Transfer Restriction shall not be removed under Article 5, Paragraph 1 and Paragraph 2 until the Corporation has reasonably
determined that none of the following events has occurred with respect to the Qualified Person.



 


		(1)	The Qualified Person is subject to imprisonment or other serious criminal penalty;



 


		(2)	A petition for the commencement of bankruptcy proceedings, the commencement of civil rehabilitation
proceedings or the commencement of any other similar proceedings is filed against the Qualified Person;



 


		(3)	A petition seeking an attachment, a provisional attachment, a provisional disposition, a compulsory
execution or a public auction is filed against the Qualified Person, or the Qualified Person receives a penalty for any default
on the payment of taxes or other public dues;



 


		(4)	The Qualified Person ceases to hold all the positions that he or she holds as a Director, a Corporate
Executive Officer and/or any other officer at, and, if applicable, ceases to be an employee of, the Sony Group Companies (except
for cases where the Qualified Person ceases to hold all such positions due to his or her death or any other justifiable reason
that is approved by the Corporation);



 


		(5)	In the event that the Corporation deems that the Qualified Person has (a) violated the Sony Group
Code of Conduct or any other written policy of the Sony Group Companies applicable to the Qualified Person, or has otherwise breached
a duty of loyalty owed by the Qualified Person to the Sony Group Companies, (b) breached the terms of any engagement or employment
agreement with the Sony Group Companies applicable to the Qualified Person or (c) taken or failed to take any action that would
constitute “cause” as defined in such agreement applicable to the Qualified Person;



 






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		(6)	The Corporation determines that the Qualified Person is in violation of the provisions of this
Agreement or the Detailed Regulations (as defined in Article 14, Paragraph 1; the same shall apply hereinafter);



 


		(7)	The Qualified Person assumes the position of an officer, employee or consultant of, or other similar
service-provider to, a company that is deemed by the Corporation to have a competitive relationship with the Sony Group Companies
(except for cases where the Qualified Person obtains the prior written approval of the Corporation); or



 


		(8)	One (1) month has passed after the Qualified Person’s death without any notification and
notice being made or given to the Corporation pursuant to Article 11, Paragraph 1 by the Qualified Person’s spouse, estate
or by a person who has acquired the right to the Shares by bequest or inheritance (who shall be referred to collectively throughout
this Agreement as the Qualified Person’s “heir(s)”).



  


Article
8     (Treatment of Shares in Case of Organizational Restructuring)


 


		1.	During the Transfer Restriction Period, if any of the
matters set forth in the following Items is approved at a General Meeting of Shareholders of the Corporation (provided, however,
that if an approval at a General Meeting of Shareholders of the Corporation is not required, then the approval by the Representative
Corporate Executive Officer of the Corporation) (provided, further, that it shall be limited to the case where the date prescribed
in each Item below (the “Organizational Restructuring Effective Date”) is prior to the expiration of the Transfer
Restriction Period), pursuant to the decision of the Representative Corporate Executive Officer of the Corporation, the Transfer
Restriction shall be removed at the time immediately prior to the business day preceding the Organizational Restructuring Effective
Date, with respect to such number of Shares as calculated based on Paragraph 2 (the “Number of Shares Subject to Removal
Pursuant to Organizational Restructuring”), in respect of those Shares held by the Qualified Person as of the date of the
relevant approval (the “Organizational Restructuring Approval Date”).



 


		(1)	Merger agreement under which the Corporation will become the dissolving company: the effective
date of the merger;



 


		(2)	Absorption-type company split agreement or incorporation-type company split plan under which the
Corporation will become the splitting company (limited to the case where, as of the effective date of the company split, the Corporation
delivers to the shareholders of the Corporation all or a part of the consideration for the split that is to be paid in the relevant
company split): the effective date of the company split;



 


		(3)	Share exchange agreement or share transfer plan under which the Corporation will become a wholly
owned subsidiary: the effective date of the share exchange or share transfer;



 


		(4)	Share consolidation (limited to the case where the relevant share consolidation results in the
Qualified Person holding only a fractional share of less than one (1) share): the effective date of the share consolidation;



 


		(5)	Acquisition of all shares of common stock of the Corporation, to be conducted by attaching the
class-wide call clause set forth in Article 108, Paragraph 1, Item 7 of the Companies Act to the shares of common stock of the
Corporation: the acquisition date that is prescribed in Article 171, Paragraph 1, Item 3 of the Companies Act; and



 






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		(6)	Demand for share cash-out with respect to the shares of common stock of the Corporation (meaning
the demand for share cash-out set forth in Article 179, Paragraph 2 of the Companies Act): the acquisition date that is prescribed
in Article 179-2, Paragraph 1, Item 5 of the Companies Act.



 


		2.	The Number of Shares Subject to Removal Pursuant to Organizational Restructuring shall be the number
set forth in the following Item (1) multiplied by the number set forth in the following Item (2) (any fractional unit (where one
unit equals 100 shares) shall be rounded down to the nearest unit (100 shares)).



 


		(1)	The Number of Shares held by the Qualified Person as of the Organizational Restructuring Approval
Date.



 


		(2)	The number of months in the period from (i) the month including the Payment Date to (ii) the month
including the Organizational Restructuring Approval Date, divided by 36.



 


		3.	In the case provided in Paragraph 1, the Corporation shall acquire, without any consideration to,
or consent of, the Qualified Person, all of the Shares that are held by the Qualified Person and in respect of which the Transfer
Restriction has not been removed as of the business day preceding the Organizational Restructuring Effective Date.



  


Article
9     (Waiver of Right to Make Claim for Damages)


 


The Qualified Person
shall not, for whatever reason, pursue any responsibility of the Corporation and the directors and officers of the Corporation
in relation to the Shares, including loss compensation, the addition of profits or claims for damages.


  


Article
10   (Notifications of Address and Contact Address in Japan, Etc.)


 


		1.	During the Transfer Restriction Period, if the Qualified Person moves from the address of the Qualified
Person set forth on the signature page at the end of this Agreement, the Qualified Person must notify the Corporation, in the manner
provided in Article 12, Paragraph 2, of the post-move address. In addition, the Qualified Person must give notice to the Corporation
of other matters which the Corporation judges to be necessary in connection with the Shares, and in respect of which the Corporation
requests the Qualified Person to give notice.



 


		2.	If the Qualified Person fails to make the notification in the preceding Paragraph, the last address
that the Qualified Person has notified to the Corporation (if there has been no such notification by the Qualified Person, the
address of the Qualified Person set forth on the signature page at the end of this Agreement) shall be deemed to be the address
of the Qualified Person.



  


Article
11  (Treatment in Case of Death of Qualified Person)


 


		1.	In the case that the Qualified Person dies during the
Transfer Restriction Period, the heir(s) of such Qualified Person must notify the Corporation, in the manner provided in Article
12, Paragraph 2, of the name(s) and address(es) of such heir(s) immediately after the death of the Qualified Person. In addition,
the heir(s) of the Qualified Person must give notice to the Corporation of other matters which the Corporation judges to be necessary
in connection with the Shares, and in respect of which the Corporation requests the heir(s) of the Qualified Person to give notice.



 






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		2.	If the heir(s) of the Qualified Person fail(s) to make
the notifications in the preceding Paragraph, the last address in respect of which the Qualified Person made the notification
to the Corporation in Paragraph 1 of the preceding article (if there has been no such notification by the Qualified Person, the
address of the Qualified Person set forth on the signature page at the end of this Agreement) shall be deemed to be the address
of the heir(s) of the Qualified Person.



 


		3.	The heir(s) of the Qualified Person must comply with
this Agreement, the Detailed Regulations and other provisions concerning the Shares.



 


Article
12   (Method of Indication of Intention and Notice)


 


		1.	All indications of intention and notices given by the
Corporation to the Qualified Person (including the heir(s) of the Qualified Person) under this Agreement and the Detailed Regulations
shall be made in any of the following manners (provided, however, that all indications of intention and notices given by the Corporation
to the heir(s) of the Qualified Person under this Agreement and the Detailed Regulations shall be made by the manner of Item (1)
if such heir(s) of the Qualified Person is/are not employed by or affiliated with the Sony Group Companies.):



 


		(1)	Delivery of documents to the address of the Qualified Person (including the heir(s) of the Qualified
Person) set forth on the signature page at the end of this Agreement or, if there have been any changes thereto, to the address(es)
set forth in Article 10 or Article 11;



 


		(2)	Delivery of documents to the Qualified Person (including the heir(s) of the Qualified Person) at
his or her department in the Sony Group Companies or delivery by e-mail to the e-mail address of the Qualified Person (including
the heir(s) of the Qualified Person) at the Sony Group Companies; or



 


		(3)	Giving notice on a web site of the Sony Group Companies.



 


		2.	All indications of intention and notices given by the Qualified Person (including the heir(s) of
the Qualified Person) to the Corporation under this Agreement and the Detailed Regulations shall be made in writing to the Group
HR Department of the Corporation or otherwise made in the manner designated by the Corporation.



  


Article
13   (Treatment of Personal Information)


 


The Corporation may
use the personal information of the Qualified Person and the heir(s) of the Qualified Person that it has obtained from the Qualified
Person and the heir(s) of the Qualified Person, for the preparation and administration of the shareholder registry as provided
in the Companies Act, the preparation of various reporting documents addressed to the Qualified Person and/or the heir(s) of the
Qualified Person, and otherwise conducting the procedures necessary for the implementation of this Agreement and the Detailed Regulations.
Further, the Qualified Person and the heir(s) of the Qualified Person agree that, in order for the Corporation to entrust these
tasks to securities companies and the share registry administrator (the “Contractors”), the Corporation shall provide
the Contractors with personal information held by the Corporation in respect of the Qualified Person and the heir(s) of the Qualified
Person and the Contractors shall use such information.


  


Article
14   (Right to Establish Detailed Regulations)


 


		1.	For the purpose of stipulating matters concerning the
implementation of this Agreement and any other details of the restricted stock compensation plan, the Corporation may establish,
amend and abolish the “Detailed Regulations for Restricted Stock Compensation” (the “Detailed Regulations”),
and the Qualified Person shall comply with the Detailed Regulations, as amended. Any establishment, amendment or abolishment of
the Detailed Regulations shall be conducted by way of a decision by the Corporation.



 






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		2.	If the Corporation establishes, amends or abolishes the Detailed Regulations in accordance with
the preceding Paragraph, the Corporation must immediately notify the Qualified Person thereof.



 


		3.	Notwithstanding the provisions of Article 12, the notification in the preceding Paragraph may be
conducted by the Corporation by transmitting the communication documents to the Corporation’s internal homepage and posting
the required matters thereon (provided, however, that this Paragraph shall not apply to the heir(s) of the Qualified Person who
is not employed by or affiliated with the Sony Group Companies.).



  


Article
15   (Amendment of Agreement)


 


		1.	If it is found that this Agreement is not in compliance
with the Companies Act, the Financial Instruments and Exchange Act, the Income Tax Act, the Corporation Tax Act or any other relevant
laws or regulations, or if this Agreement ceases to be in compliance therewith as a result of amendments thereto which become
effective after the conclusion of this Agreement, the Corporation may, by giving notice to the Qualified Person, prescribe, amend
or abolish any necessary provisions.



 


		2.	In addition to the case described in the preceding Paragraph, when the Corporation finds it necessary,
the Corporation may propose an amendment to this Agreement to the Qualified Person.



 


		3.	If, within two (2) weeks after the Qualified Person receives the proposal mentioned in the preceding
Paragraph, the Qualified Person does not make any objection to the Corporation in writing together with justifiable reasons, this
Agreement shall be deemed to have been amended in accordance with the proposal made by the Corporation.



 


		4.	In addition to the cases provided in each of the preceding Paragraphs, this Agreement may be amended
through an agreement made by and between the Corporation and the Qualified Person.



  


Article
16   (Tax Treatment)


 


		1.	The Qualified Person shall pay, at his or her own expense,
any income tax imposed on him/her and any other taxes and governmental charges as well as costs, which arise as a result of the
issuance of the Shares, the holding of the Shares, the removal of the Transfer Restrictions of the Shares, or the disposal, etc.
of the Shares, including the sale thereof.



 


		2.	If the Corporation has a statutory withholding obligation in connection with the procedure set
forth in the preceding Paragraph, the Qualified Person shall, upon demand by the Corporation, transfer an amount equal to the amount
of the withholding tax to the bank account designated by the Corporation and by the date designated by the Corporation.



  






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Article
17   (Treatment in Cases of Stock Split, Share Consolidation, Etc.)


 


During the Transfer
Restriction Period, if, due to the Qualified Person’s holding of the Shares, the Qualified Person acquires shares of the
Corporation for no consideration or the number of shares held by the Qualified Person increases (including the case where, during
the Transfer Restriction Period, the Corporation conducts a stock split or a free share distribution in relation to the shares
of common stock of the Corporation), the provisions of this Agreement shall also apply to such shares. The same shall apply, with
respect to shares resulting from consolidation, if the Corporation conducts a share consolidation in relation to the shares of
common stock of the Corporation during the Transfer Restriction Period. In the foregoing cases, the provisions of this Agreement
shall apply by reasonably replacing words, pursuant to the judgment of the Corporation.


 


Article
18  (Treatment in Cases of Acquisitions of Shares without any Consideration to, or Consent of, the Qualified Person)


 


		1.	If the Corporation removes the Transfer Restriction or
conducts an acquisition without any consideration to, or consent of, the Qualified Person pursuant to the provisions of this Agreement,
the Corporation shall provide the Qualified Person with written notice in advance in the form set forth in Exhibit 3 in respect
of (i) the date on which the Transfer Restriction will be removed and the number of shares for which the Transfer Restriction
will be removed or (ii) the date on which the acquisition without any consideration to, or consent of, the Qualified Person will
be conducted and the number of shares to be acquired without any consideration to, or consent of, the Qualified Person by the
Corporation.



 


		2.	If the Corporation performs the procedures in relation
to the Shares pursuant to the provisions of this Agreement, the Corporation may, at its own discretion and on behalf of and in
the name of the Qualified Person, perform the procedures required by laws and ordinances or regulations pursuant to the provisions
of this Agreement, including, but not limited to, making book-entries for the book-entry transfer that shall be implemented under
the Act on Book Entry of Corporate Bonds and Shares, and the Qualified Person shall not raise any objections thereto.



  


Article
19   (Issuance of American Depositary Receipts)


 


		1.	As long as the Corporation maintains the listing of American
Depositary Receipts (“ADRs”), which represent shares of common stock of the Corporation in the United States, on a
stock exchange in the United States, the Qualified Person agrees to generally receive ADRs in lieu of the Shares.



 


		2.	The Transfer Restriction shall apply equally to ADRs
issued in lieu of Shares for all purposes hereunder. In addition, the term “Shares” shall also be deemed to include
“ADRs” for all purposes hereunder except with respect to Article 3 in this Agreement or unless the context otherwise
requires in this Agreement. In respect of ADRs, any removal of such Transfer Restriction or any acquisition without any consideration
to, or consent of, the Qualified Person of ADRs shall be conducted in accordance with the provisions concerning the Transfer Restriction
and the acquisition without any consideration to, or consent of, the Qualified Person of the Shares under this Agreement, and
in the same manner as those conducted in respect of the Shares.



 


		3.	If the Corporation determines to delist ADRs from a stock exchange in the United States, the Corporation
may acquire, without any consideration to, or consent of, the Qualified Person, all of the ADRs in respect of which the Transfer
Restriction has not been removed as of the date on which such determination is made, and deliver to the Qualified Person the Shares
which are represented by ADRs acquired and on which the Transfer Restriction is imposed, and the Qualified Person shall not raise
any objections to such handling.



 






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Article
20   (Treatment of Matters Not Provided for in this Agreement)


 


The Qualified Person
shall comply with this Agreement, the Detailed Regulations and other provisions concerning the Shares. With respect to matters
that are not provided for in this Agreement, such matters shall be determined by consultation in good faith between the Corporation
and the Qualified Person. In the event that the Qualified Person rejects such consultation or in the event that such consultation
fails to establish an agreement, such matters shall be reasonably decided by the Corporation.


  


Article
21  (Governing Law)


 


This Agreement, the
Detailed Regulations and other provisions concerning the Shares shall be governed by and construed in accordance with the laws
of Japan.


  


Article
22  (Jurisdiction)


 


The Corporation and the Qualified Person
agree that the Tokyo District Court shall have exclusive jurisdiction in the first instance over any and all disputes that may
arise in relation to this Agreement, the Detailed Regulations and other provisions concerning the Shares.


  


IN WITNESS WHEREOF, by signing or affixing
their seals thereto, the Corporation and the Qualified Person have caused this Agreement to be executed in duplicate and each party
shall retain one (1) original.


  


July 22, 2019


  


	 	(Corporation)	Address:	1-7-1 Konan, Minato-ku, Tokyo
	 	 	Name:	Sony
Corporation
	 	 	 	Representative
Corporate Executive Officer
	 	 	 	Kenichiro
Yoshida



 





	 	(Qualified
Person)	Address:	[Address of the Qualified Person]
	 	 	Name:	[Name
of the Qualified Person]



  






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Exhibit 1     Matters to be notified pursuant
to Article 203, Paragraph 1 of the Companies Act


 


		(1)	Trade name:

Sony Corporation



 


		(2)	Total number of shares authorized to be issued:

3,600,000,000 shares



 


		(3)	Number of shares constituting one (1) unit of shares:

100 shares



 


		(4)	Details of the offer:

As described in each Item of Article 2, Paragraph 1 of this Agreement



 


		(5)	Shareholder Registry Administrator:



 


		(i)	Name: 	Mitsubishi UFJ Trust and Banking Corporation



 


		(ii)	Address: 	4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo



 


		(iii)	Business office: 	Mitsubishi UFJ Trust and Banking Corporation

Corporate Agency Division

4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo



 


		(6)	Indication pursuant to Article 150, Paragraph 2 of the Act on Book Entry of Corporate Bonds and
Shares



 


As the shares of common
stock of the Corporation are book-entry transfer shares, the provisions of the Act on Book Entry of Corporate Bonds and Shares
shall apply to the shares of common stock of the Corporation.


 




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Exhibit 2    Account for Shares 


[●]


 




     13


     


    

  


Exhibit 3


 


 Notice




  


[MM DD],
[YYYY]


 


To [Name
of the Qualified Person]


  


	 	1-7-1 Konan, Minato-ku, Tokyo
	 	Sony Corporation
	 	Representative Corporate Executive
Officer
	 	Kenichiro Yoshida






  


Pursuant to Article 18, Paragraph 1 of
the Allotment Agreement for Shares of Restricted Stock (the “Agreement”) executed by and between the Corporation and
[name of the Qualified Person] (the “Qualified Person”) on [MM DD], 2019, regarding the shares of restricted stock
of the Corporation held by the Qualified Person, the Corporation hereby notifies the Qualified Person of [the removal of the Transfer
Restriction and the number of shares to be acquired without any consideration to, or consent of, the Qualified Person], as follows.
Unless the context otherwise requires, terms used in this Notice that are not otherwise defined herein shall have the same meanings
as those ascribed to them in the Agreement.


  


	[Date on which the Transfer Restriction will be removed]	 	[MM/DD], [YY]
	 	 	 
	[Number
of shares for which the Transfer Restriction will be removed]	 	[●] shares


  


	[Date on which the acquisition without any consideration to, or consent of, the Qualified Person will be conducted]	 	[MM/DD], [YY]
	 	 	 
	[Number of shares to be acquired without any consideration to, or consent of, the Qualified Person]	 	[●] shares


  


End of Document


 






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