UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2023
Commission File Number: 001-35627
MANCHESTER UNITED PLC
(Translation of registrant’s name into English)
Old Trafford
Sir Matt Busby Way
Manchester M16 0RA
United Kingdom
(Address of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F
x Form 40-F
¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1). ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7). ¨
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE
INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE REGISTRANT:
THE
REGISTRATION STATEMENT ON FORM F-3 (NO. 333-259817) ORIGINALLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
(“SEC”) ON SEPTEMBER 27, 2021, AS AMENDED, AND THE REGISTRATION STATEMENT ON FORM S-8 (NO. 333-183277) ORIGINALLY
FILED WITH THE SEC ON AUGUST 13, 2012, AS AMENDED.
ENTRY INTO THE TRANSACTION AGREEMENT
Transaction Agreement
On
December 24, 2023, Manchester United plc (the “Company”) entered into that certain transaction
agreement (the “Transaction Agreement”) among the Company, the holders of the Company’s Class B
ordinary shares, par value $0.0005 per share (collectively, the “Class B Ordinary Shares”),
identified therein (the “Sellers”) and Trawlers Limited, a company limited by shares incorporated under
the Isle of Man’s Companies Act 2006 with company number 021222V (the “Purchaser”), which is an
entity solely owned by Sir Jim Ratcliffe (the “Investor”). In connection with the entry into the
Transaction Agreement, the Company also entered into that certain governance agreement, dated as of the date of the Transaction
Agreement (the “Governance Agreement”), among the Company, the Purchaser and the Sellers, the terms of
which are more fully described in the section entitled “Governance Agreement” below. The Purchaser, the Sellers
and the Investor have executed a limited guarantee, dated as of the date of the Transaction Agreement (the “Guarantee
Agreement”), in favor of the Company and the Sellers guaranteeing certain of the Purchaser’s payment obligations
to the Company and the Sellers under the Transaction Agreement, the terms of which are more fully described in the section entitled
“Guarantee Agreement” below. Additionally, the Purchaser and the Investor have executed an equity commitment
letter, dated as of the date of the Transaction Agreement (the “Equity Commitment Letter”), pursuant to
which the Investor has committed to fund the Purchaser with aggregate proceeds sufficient for the Purchaser to pay all amounts the
Purchaser may be obligated to pay pursuant to the Transaction Agreement, subject to terms of such Equity Commitment Letter, which
are more fully described in the section entitled “Equity Commitment Letter” below. The board of directors of the
Company (the “Company Board”) has adopted resolutions approving, among other things, the entry by the
Company into the Transaction Agreement and the transactions and other agreements contemplated thereby.
Transaction Structure
The
Transaction Agreement provides that, among other things, and on the terms and subject to the conditions of the Transaction
Agreement, (A) the Purchaser will purchase from the Sellers, at a purchase price of $33.00 per share in cash, a number of
Class B Ordinary Shares as set forth in the Transaction Agreement that constitutes, in the aggregate, twenty-five per cent,
(25%) of the issued and outstanding Class B Ordinary Shares (the “Class B Share Sale”),
(B) the Purchaser will commence a cash tender offer to purchase, at a price of $33.00 per share, up to 13,237,834 Class A
Ordinary Shares, par value $0.0005 per share, of the Company (the “Class A Ordinary Shares” and
together with the Class B Ordinary Shares, the “Ordinary Shares”) (which represents twenty-five per
cent, (25%) of the issued and outstanding Class A Ordinary Shares as of the date of the Transaction Agreement, rounded up to
the nearest whole Class A Ordinary Share) (the “Offer Cap”), with the holders of the Class A
Ordinary Shares having the right to tender all of their Class A Ordinary Shares subject to a pro rata cutback in the event that
the number of Class A Ordinary Shares that are validly tendered (and not validly withdrawn) exceeds the Offer Cap (the
“Class A Share Tender Offer”), (C) at the Closing (as defined below), the Purchaser will
subscribe for a number of Class A Ordinary Shares and Class B Ordinary Shares as set forth in the Transaction
Agreement for an aggregate subscription price of $200 million (the “Closing Subscription” and, together
with the Class B Share Sale and the Class A Share Tender Offer, the “Closing Transactions”) and
(D) on the terms and subject to the conditions of the Transaction Agreement, the Purchaser will, on or prior to
December 31, 2024, subscribe for the number of Class A Ordinary Shares and Class B Ordinary Shares as set forth in
the Transaction Agreement for an aggregate subscription price of $100 million (the “Subsequent
Subscription” and, together with the Closing Transactions, the “Transactions”). The
shareholders of the Company will be asked to vote at a shareholder meeting of the Company on an amendment to the Company’s
amended and restated memorandum and articles of association set forth in Exhibit A to the Transaction Agreement (the
“Articles Amendment”), that will, among other things, provide that the transfer of Class B Ordinary
Shares to the Purchaser in accordance with (and only to the extent permitted by) the Transaction Agreement will not result in the
automatic conversion of such shares into Class A Ordinary Shares. The Articles Amendment does not otherwise modify the articles
of association of the Company currently in effect with respect to the ability of the current holders of Class B Ordinary Shares
to transfer their Class B Ordinary Shares without automatic conversion into Class A Ordinary Shares. The Articles
Amendment also provides, following the Closing, the Class B Ordinary Shares held by Purchaser may be transferred without
automatic conversion into Class A Ordinary Shares to certain permitted transferees in a manner substantially similar to the
current holders of Class B Ordinary Shares. The shareholder meeting will be held on a date, and at a time and place, to be
announced, as more fully described in the section entitled “Shareholder Meeting” below. In connection with such
shareholder meeting, the Sellers have also entered into a Voting Agreement (as defined below) with the Company as more fully
described in “Voting Agreement” below.
Covenants, Representations and Warranties
The Transaction
Agreement contains customary representations, warranties and covenants of the parties thereto. From the date of the Transaction
Agreement until the earlier of the closing of the Closing Transactions (the “Closing”) and the termination
of the Transaction Agreement in accordance with its terms, the Company, the Sellers and the Purchaser have agreed to certain
covenants, including but not limited to, with respect to the Company, covenants regarding the operation of the Company’s business. The Company
and the Sellers have also agreed to customary restrictions on their ability to solicit alternative acquisition proposals.
The Company also agreed prior to the Closing to
negotiate in good faith the terms and conditions of and enter into a registration rights agreement granting certain customary registration
rights.
Conditions to the Transactions
The
obligation of the Purchaser to accept for payment and purchase, and pay for, the Class A Ordinary Shares validly tendered (and
not validly withdrawn) pursuant to the Class A Share Tender Offer is subject to the fulfillment or waiver of certain
conditions, including without limitation: (i) the Articles Amendment (x) being in full force and effect immediately prior
to the Closing or (y) automatically becoming in full force and effect simultaneously with the occurrence of the Closing,
(ii) (x) the clearances, approvals and consents required to be obtained under competition, antitrust, merger control or
investment laws set forth in Schedule A to the Transaction Agreement will have been obtained and will be in full force and effect
and (y) the approval of the Transactions by the Football Association Limited (the “FA”) and
The Football Association Premier League Limited (the “Premier League”) will have been obtained,
(iii) the absence of certain legal impediments to the consummation of the Closing Transactions, (iv) the Transaction
Agreement not being validly terminated and (v) the accuracy of certain fundamental representations and warranties of the
Company and the Sellers and their material compliance with their respective obligations under the Transaction Agreement as of the
expiration of the Class A Share Tender Offer.
The Class B Share Sale
and the Closing Subscription are each conditioned on, among other things, (i) the expiration time of the Class A Share Tender Offer
having occurred at a time when Purchaser is obligated to accept the Class A Ordinary Shares validly tendered (and not validly withdrawn)
pursuant to the Class A Share Tender Offer, (ii) the absence of certain legal impediments to the consummation of the Class B
Share Sale and the Closing Subscription, (iii) (x) the clearances, approvals and consents required to be obtained under competition,
antitrust, merger control or investment laws set forth in Schedule A to the Transaction Agreement will have been obtained and will be
in full force and effect and (y) the approval of the Transactions by each of the FA and the Premier League will have been obtained,
(iv) the resolution for the Company to adopt the Articles Amendment (the “Amendment Proposal”) having
been approved by the Company’s shareholders and the Articles Amendment (x) being in full force and effect immediately prior
to the Closing or (y) automatically becoming in full force and effect substantially simultaneously with the occurrence of the Closing
and (v) the accuracy of certain fundamental representations and warranties of the Company and the Sellers and their material compliance
with their respective obligations under the Transaction Agreement as of the Closing. The Subsequent Subscription is conditioned on the
closing of the Closing Transactions and the absence of certain legal impediments to the consummation of the Subsequent Subscription.
The availability of financing to the Purchaser is not a condition to the consummation of the Transactions.
As
described herein, the Transaction Agreement may be terminated under certain circumstances if the Closing Transactions are not consummated
by April 24, 2024, with an automatic extension to June 24, 2024 in certain circumstances where regulatory approval has
not yet been obtained (such date, including as so extended, the “End Date”).
Termination and Fees
The
Transaction Agreement includes customary termination provisions for each of the Company, the Sellers and the Purchaser, whereby the
parties may terminate (i) by mutual written consent, (ii) following a final order of a court or other legal restraint
prohibiting the consummation of the Transactions, provided the terminating party is not the principal cause of the issuance of such
order, (iii) if the Closing has not occurred by the End Date, provided the terminating party is not the principal cause of the
Closing failing to have occurred before the End Date and there is not a pending proceeding to specifically enforce the Transaction
Agreement against such party, (iv) if the Amendment Proposal is not approved at the Company shareholders meeting, and
(v) following a breach by the other party of certain representations and warranties or covenants, subject to cure rights.
Additionally, pursuant to the terms of the Transaction Agreement, (i) the Company or the Sellers may terminate if the Purchaser
fails to consummate the Closing after all conditions precedent to the Closing have been satisfied, (ii) the Company may
terminate if the Purchaser fails to (x) commence the Class A Share Tender Offer or (y) accept for payment and purchase, and pay for,
the Class A Ordinary Shares tendered in the Class A Share Tender Offer, in each case, when required to do so pursuant to the
Transaction Agreement, unless such failure is due to the Company’s failure to satisfy its obligations in connection therewith
and (iii) the Purchaser may terminate if the Company Board has taken certain actions that adversely affect its recommendation
to the Company shareholders (an “Adverse Recommendation Change”). The provisions in the Transaction
Agreement pertaining to the Subsequent Subscription may be terminated (i) by mutual consent of the parties, (ii) by either
the Company or the Purchaser if the Subsequent Subscription is permanently prohibited by a final order of a court or other legal
restraint, provided the terminating party is not the principal cause of the issuance of such order or (iii) by either the
Sellers, the Company or the Purchaser if the closing of the Subsequent Subscription has not occurred on or before 5:00
p.m. (Eastern time) on December 31, 2024, provided the terminating party is not the principal cause of the closing of the
Subsequent Subscription failing to have occurred and there is not a pending proceeding to specifically enforce the Transaction
Agreement against such party.
In the event the
Transaction Agreement is terminated (A) by the Sellers or the Company due to (i) the Purchaser’s breach, (ii) the
Purchaser failing to consummate the Closing after all conditions precedent to the Closing have been
satisfied or (iii) the Purchaser’s failure to (x) commence the Class A Share
Tender Offer (other than due to a breach by the Company of its obligations in connection therewith) or (y) accept for payment and
purchase, and pay for, all Class A Ordinary Shares validly tendered (and not validly withdrawn) as of the expiration of the Class A
Share Tender Offer (as it may be extended) or (B) by the Sellers, the Company or the Purchaser at a time such that the Transaction
Agreement is terminable due to (i) the Purchaser’s breach, or (ii) the Purchaser failing to consummate the Closing after all
conditions precedent to the Closing have been satisfied, then Purchaser shall pay (or cause to be paid) to the Company, a sum equal,
in the aggregate, to $164 million (the “Reverse Termination Fee”) within three (3) business days following
such termination. In the event the Transaction Agreement is terminated (i) by the Sellers or the Company due to an
unremovable legal restraint or (ii) by the Sellers, the Company or the Purchaser due the occurrence of the End Date without the
Class A Share Tender Offer being completed, then Purchaser shall pay (or cause to be paid) to the Company a sum equal to $82
million (the “Other Regulatory Termination Fee” and, together with the Reverse Termination Fee, the
“Purchaser Termination Fees”).
In the event that the Transaction Agreement is terminated due to an Adverse Recommendation Change, then the Company shall pay (or cause
to be paid) to the Purchaser a sum equal to (i) $48 million plus (ii) an amount (not to exceed $18 million) for Purchaser’s reasonable
and documented costs and expenses incurred in connection with the Transaction Agreement and the Transactions.
Governance Agreement
The Governance Agreement
will become effective as of the consummation of the Closing Transactions, pursuant to which, among other things and subject to certain
exceptions set forth therein, the parties thereto agreed: (i) to provide either the Purchaser or the Sellers, in their capacity
as the minority shareholder, with the right to nominate for election up to two (2) members of the Company Board and designate up to two
(2) members of each subsidiary board (in each case, subject to customary fall-aways), with the other party, in its capacity as the majority
shareholder, having the right to nominate for election the remainder of the members of the Company Board and appoint the remaining members
of each subsidiary board, (ii) to provide the Company with a right to drag the Purchaser into a sale of 100% of the Company beginning
18 months following the Closing, subject to a number of requirements, (iii) to provide the minority holder with customary tag and
preemptive rights and (iv) to provide, subject to customary fall-aways, either the Purchaser or the Sellers, in their capacity as
the minority shareholder, with consent rights over certain actions of the Company, including but not limited to, the Company’s
entry into a definitive agreement to sell 100% of the Company for one (1) year following the Closing and the payment or declaration
of any dividend in respect of the Class B Ordinary Shares for three (3) years following the Closing. The Governance Agreement further
provides that for one (1) year following the Closing, the Sellers will not solicit a sale of the Company and, with respect to any full
sale of the Company that is consummated prior to the third (3rd) anniversary of the Closing, the Purchaser must receive consideration
in cash equal to at least $33.00 per share in connection with such transaction.
Shareholder Meeting
The Company agreed in
the Transaction Agreement to establish a record date for, and give notice of, a meeting of its shareholders promptly following the
entry into the Transaction Agreement, and thereafter, will provide to its shareholders a proxy statement in connection with the
proposed transaction (the “proxy statement”) describing the Amendment Proposal, as well as the procedure
for voting in person or by proxy at the shareholder meeting and various other details related to the shareholder meeting. If the Amendment Proposal is approved at the Company shareholder meeting, the Articles Amendment will become effective at the time
of and subject to the consummation of the Closing Transactions, in accordance with the terms of the Transaction Agreement.
Voting Agreement
Contemporaneously with
the execution of the Transaction Agreement, the Proxyholder (as defined in the Voting Agreement), the Sellers and the Company have
entered into a voting agreement (the “Voting Agreement”). Pursuant to the Voting Agreement, the Sellers
agreed to, among other things, vote all of the Ordinary Shares that they own as of the record date for the Company shareholder
meeting (i) in favor of the adoption of the Amendment Proposal, (ii) in favor of any proposal to adjourn the shareholder
meeting to a later date if there are not sufficient affirmative votes (in person or by proxy) to obtain approval of the Amendment
Proposal on the date on which such meeting is held, (iii) in favor of any other matter or action necessary for or in
furtherance of the consummation of the transactions contemplated by the Transaction Agreement, (iv) against any other
acquisition proposal made in opposition to or in competition with, or that would reasonably be expected to delay or impair the
ability of the Company to consummate the Transaction Agreement, the Transactions or the Articles Amendment, (v) except as
contemplated by the Transaction Agreement (including the Articles Amendment), against any material change in the capitalization of
the Company or any amendment to the Company’s existing organizational documents, or the relative rights of holders of
Class A Ordinary Shares and holders of Class B Ordinary Shares and (vi) against any other proposal or action that
would reasonably be expected to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the
adoption of the Amendment Proposal or would reasonably be expected to result in any of the conditions to the closing of the
Transaction Agreement not being fulfilled. The Voting Agreement also provides that each Seller irrevocably and unconditionally
grants a proxy to, and appoints the Proxyholder, as its proxy and attorney-in-fact to vote or consent the Ordinary Shares held by
the Sellers in accordance with the Voting Agreement.
Guarantee Agreement
Contemporaneously with
the execution of the Transaction Agreement, the Investor, the Company and the Sellers have entered into a limited guarantee (the
“Guarantee Agreement”) in favor of the Company and the Sellers in respect of certain payment obligations
of the Purchaser under the Transaction Agreement including any Purchaser Termination Fees and any amounts in respect of enforcement
costs, monetary damages or losses incurred or sustained by the Company and the Sellers, as specified in the Transaction Agreement,
up to a specified amount. In addition, the Guarantee Agreement covers all amounts payable (and solely to the extent payable pursuant
to a final order of a court of competent jurisdiction) as damages as a result of fraud or any intentional and willful breach by the
Purchaser of the Transaction Agreement under and in accordance with its terms.
Equity Commitment Letter
Contemporaneously
with the execution of the Transaction Agreement, the Investor and the Purchaser have entered into an Equity Commitment Letter (the
“Equity Commitment Letter”). Pursuant to the Equity Commitment Letter, the Investor has committed
to provide the Purchaser equity funding in an aggregate amount not to exceed, (x) at the expiration of the Class A Share Tender
Offer, $1,546,061,321 solely for the purposes of funding the Closing Transactions and (y) on the closing date of the Subsequent
Subscription, $100 million solely for the purpose of funding the Subsequent Subscription, in each case, subject to the terms and
conditions set forth in the Equity Commitment Letter. The Company and the Sellers are express intended third-party beneficiaries of
the obligations of the Investor (and its permitted assigns) under the Equity Commitment Letter to fund the equity commitments set
forth therein and are entitled to equitable relief to specifically enforce such obligations, subject to the satisfaction or waiver
of the conditions precedent to the Purchaser’s obligations under the Transaction Agreement.
IMPORTANT NOTE
The foregoing
descriptions of the Transaction Agreement, the Governance Agreement, the Voting Agreement and the Guarantee Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the
Transaction Agreement, which is filed as Exhibit 99.1 hereto and incorporated herein by reference, the full text of the
Governance Agreement, which is filed as Exhibit 99.2 hereto and incorporated herein by reference, the full text of the Voting
Agreement, which is filed as Exhibit 99.3 hereto and incorporated herein by reference, and the full text of the Guarantee
Agreement, which is filed as Exhibit 99.4 hereto and incorporated herein by reference. The Transaction Agreement, the
Governance Agreement, the Voting Agreement and the Guarantee Agreement have been included to provide investors with information
regarding their terms. They are not intended to provide any other factual information about the Company, the Purchaser or the
Sellers. The representations, warranties and covenants contained in the Transaction Agreement and the other agreements described
herein were made only for the purposes of such agreement and as of the specific dates therein, were made solely for the benefit of
the parties to such agreements, may be subject to limitations agreed upon by the contracting parties, including for the Transaction
Agreement being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties
instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Investors are not third-party beneficiaries under the Transaction Agreement or the
other agreements described herein and should not rely on the representations, warranties and covenants or any descriptions thereof
as characterizations of the actual state of facts or conditions of the parties thereto or any of their respective subsidiaries or
affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the
applicable agreement, which subsequent information may or may not be fully reflected in the Company’s public
disclosures.
PRESS RELEASE
On December 24, 2023, the Company issued a
press release announcing the execution of the Transaction Agreement. A copy of the press release is attached as Exhibit 99.5 hereto.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Report of Foreign Private
Issuer on Form 6-K and the materials incorporated by reference herein contain forward-looking statements. These forward-looking statements
are based on the current beliefs, expectations and assumptions of the Company’s management with respect to future events and are
subject to a number of significant risks and uncertainties. It is important to note that the Company’s performance, and actual results,
financial condition and business could differ materially from those expressed in such forward-looking statements. All statements other
than statements of historical fact are forward-looking statements. The words “may,” “might,” “will,”
“could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,”
“seek,” “believe,” “estimate,” “predict,” “potential,” “continue,”
“contemplate,” “possible,” or the negative of these words, variations thereof or similar expressions are intended
to identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements about the expected
timing of the Transactions, the timing and procedures for the Class A Share Tender Offer and the shareholder vote, the consideration
to be received in connection with the Transactions, the payment of any fees in connection with the Transactions, the satisfaction or waiver
of any conditions to the Transactions, the Company’s and Purchaser’s beliefs and expectations, the benefits sought to be achieved
by the Transactions, and the potential effects of the completed Transactions on both the Company and Purchaser.
You
should understand that forward-looking statements are not guarantees of performance or results. They involve known and unknown risks,
uncertainties and assumptions. Although the Company believes that these forward-looking statements are based on reasonable assumptions,
you should be aware that many factors could affect the Company’s actual financial results or results of operations and could otherwise
cause actual results to differ materially from those in these forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, risks and uncertainties relating to the satisfaction of the conditions precedent to the consummation
of the Transactions, including (without limitation) the receipt of shareholder approval for the Articles Amendment and the receipt of
required regulatory approvals (including the approval of the FA, the Premier League and the German Federal Cartel Office); unanticipated
difficulties or expenditures relating to the Transactions; legal proceedings, judgments or settlements, including those that may be instituted
against the Company, the Company Board and executive officers and others following the announcement
of the Transactions; disruptions of current plans and operations caused by the announcement and pendency of the Transactions; potential
difficulties in employee retention due to the announcement and pendency of the Transactions; the response of fans, business partners,
sponsors and regulators to the announcement of the Transactions; other risks that may imperil the consummation of the Transactions, which
may result in the Transactions not being consummated within the expected time period or at all; as well as the various factors discussed
in the “Risk Factors” section and elsewhere in the Company’s Registration Statement on Form F-1, as amended (File
No. 333-182535), and in the Company’s Annual Report on Form 20-F (File No. 001-35627), as supplemented by the risk
factors contained in the Company’s other filings with the SEC. All forward-looking statements contained or incorporated by reference
herein are qualified by these cautionary statements. Except as required by law, the Company undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the
statements are made or to reflect the occurrence of unanticipated events. Except as required by law, the Company is not under any duty
to update any of the information contained or incorporated by reference herein.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The tender offer for the Company’s Class A
Ordinary Shares referenced in this Report of Foreign Private Issuer on Form 6-K has not yet commenced. This Report of Foreign Private
Issuer on Form 6-K is for informational purposes only, is not a recommendation, and is neither an offer to purchase nor a solicitation
of an offer to sell Class A Ordinary Shares or any other securities, nor is it a substitute for the tender offer materials that the
Investor and the Purchaser (together, the “Offerors”) will file with the SEC upon the commencement of the tender
offer. At the time the tender offer is commenced, the Offerors will file with the SEC a Tender Offer statement on Schedule TO (the “Tender
Offer Statement”) and the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the
“Solicitation/Recommendation Statement”) with respect to the tender offer. THE COMPANY’S SHAREHOLDERS
ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER
OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WHEN SUCH DOCUMENTS BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED
FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ AND CONSIDERED CAREFULLY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE TENDER OFFER. When filed, the Company’s shareholders and other investors can obtain the Tender Offer
Statement, the Solicitation/Recommendation Statement and other filed documents for free at the SEC’s website at www.sec.gov. Copies
of the documents filed with the SEC by the Company will be available free of charge on the Investors page of the Company’s
website, https://ir.manutd.com/. In addition, the Company’s shareholders may obtain free copies of the tender offer materials by
contacting the information agent for the Class A Share Tender offer that will be named in the Tender Offer Statement.
EXHIBIT INDEX
Exhibit
Number |
|
Description |
|
|
|
99.1 |
|
Transaction Agreement, dated as of December 24, 2023, by and among the Company, the Purchaser and the Sellers. |
99.2 |
|
Governance Agreement, dated as of December 24, 2023, by and among the Company, the Purchaser and the Sellers. |
99.3 |
|
Voting Agreement, dated as of December 24, 2023, by and among the Company, the Purchaser and the Sellers. |
99.4 |
|
Guarantee Agreement, dated as of December 24, 2023, by and among the Company, the Investor and the Sellers. |
99.5 |
|
Press Release of the Company, dated December 24, 2023. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 26, 2023
|
MANCHESTER UNITED PLC |
|
|
|
By: |
/s/ Cliff Baty |
|
Name: |
Cliff Baty |
|
Title: |
Chief Financial Officer |
Exhibit 99.1
TRANSACTION AGREEMENT
BY AND AMONG
TRAWLERS LIMITED
SELLERS
(solely for the limited purposes specified herein)
AND
MANCHESTER UNITED PLC
December 24, 2023
NO AGREEMENT, ORAL OR WRITTEN, REGARDING OR RELATING TO ANY OF THE MATTERS COVERED BY THIS DRAFT HAS BEEN ENTERED INTO AMONG THE PARTIES. THIS DOCUMENT, IN ITS PRESENT FORM OR AS IT MAY BE HEREAFTER REVISED BY ANY PARTY, WILL NOT BECOME A BINDING AGREEMENT OF THE PARTIES UNLESS AND UNTIL IT HAS BEEN EXECUTED BY ALL PARTIES AND COMPLETE EXECUTED COPIES HAVE BEEN DELIVERED AND ALL SCHEDULES AND EXHIBITS ARE ATTACHED. THE EFFECT OF THIS LEGEND MAY NOT BE CHANGED BY ANY ACTION OF THE PARTIES. |
TABLE OF CONTENTS
Article I. DEFINITIONS |
2 |
|
|
|
Section 1.01 |
Definitions |
2 |
Section 1.02 |
Definitional and Interpretative Provisions |
16 |
|
|
|
Article II. THE TRANSACTIONS |
17 |
|
|
|
Section 2.01 |
Purchase and Sale of Sale Shares; Issuance of the Subscription Shares; Issuance of the Subsequent Subscription Shares |
17 |
Section 2.02 |
The Closing; Subsequent Closing |
18 |
Section 2.03 |
Tender Offer |
19 |
Section 2.04 |
Company Actions in Connection with Offer |
22 |
Section 2.05 |
Adjustments at the Effective Time and the Subsequent Subscription Effective Time |
23 |
Section 2.06 |
Deliverables at the Closing and the Subsequent Closing |
23 |
Section 2.07 |
Directors and Officers of the Company Following Closing |
24 |
|
|
|
Article III. Payments |
25 |
|
|
|
Section 3.01 |
Certain Payments |
25 |
Section 3.02 |
Withholding Rights and VAT |
25 |
Section 3.03 |
Treatment of Company Restricted Share Awards |
26 |
|
|
|
Article IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS |
26 |
|
|
|
Section 4.01 |
Corporate Existence and Power |
26 |
Section 4.02 |
Corporate Authorization |
26 |
Section 4.03 |
Governmental Authorization |
27 |
Section 4.04 |
Non-Contravention |
27 |
Section 4.05 |
Capitalization; Subsidiaries |
28 |
Section 4.06 |
Company SEC Documents; Company Financial Statements; Disclosure Controls |
29 |
Section 4.07 |
Absence of Certain Changes |
30 |
Section 4.08 |
No Undisclosed Liabilities |
30 |
Section 4.09 |
Company Material Contracts |
31 |
Section 4.10 |
Compliance with Applicable Laws; Company Licenses; Data Privacy & Security |
33 |
Section 4.11 |
Company Litigation |
34 |
Section 4.12 |
Real Property |
35 |
Section 4.13 |
Intellectual Property |
36 |
Section 4.14 |
Insurance Coverage |
36 |
Section 4.15 |
Tax Matters |
37 |
Section 4.16 |
Employees and Employee Benefit Plans |
37 |
Section 4.17 |
Environmental Matters |
39 |
Section 4.18 |
Information in the Proxy Statement |
39 |
Section 4.19 |
Required Vote |
39 |
Section 4.20 |
No Brokers |
39 |
Section 4.21 |
Seller Existence and Power; Authorization |
39 |
Section 4.22 |
Ownership of Shares |
40 |
Section 4.23 |
Ownership of Proxyholder |
40 |
Section 4.24 |
Seller Non-Contravention |
40 |
Section 4.25 |
Seller Litigation |
41 |
Section 4.26 |
No Additional Representations or Warranties |
41 |
|
|
|
Article V. REPRESENTATIONS AND WARRANTIES OF PURCHASER |
41 |
|
|
|
Section 5.01 |
Corporate Existence and Power |
41 |
Section 5.02 |
Corporate Authorization |
42 |
Section 5.03 |
Governmental Authorization |
42 |
Section 5.04 |
Non-Contravention |
43 |
Section 5.05 |
Litigation |
43 |
Section 5.06 |
No Brokers |
43 |
Section 5.07 |
Ownership of Company Ordinary Shares |
43 |
Section 5.08 |
Financial Capacity; Guarantee |
44 |
Section 5.09 |
Solvency |
45 |
Section 5.10 |
Disclosure |
45 |
Section 5.11 |
Ownership of Purchaser; No Prior Activities |
45 |
Section 5.12 |
Company Arrangements |
46 |
Section 5.13 |
Investment Intention |
46 |
Section 5.14 |
Independent Investigation |
46 |
Section 5.15 |
Absence of Certain Arrangements with Management |
46 |
Section 5.16 |
No Additional Representations and Warranties |
47 |
|
|
|
Article VI. COVENANTS OF SELLERS |
47 |
|
|
|
Section 6.01 |
Conduct of the Company Pending the Closing |
47 |
Section 6.02 |
Seller and Company Non-Solicitation |
50 |
Section 6.03 |
No Transfers |
54 |
Section 6.04 |
Company Shareholders’ Meeting |
55 |
|
|
|
Article VII. ADDITIONAL COVENANTS OF THE PARTIES |
55 |
|
|
|
Section 7.01 |
Appropriate Action; Consents; Filings |
55 |
Section 7.02 |
Proxy Statement |
57 |
Section 7.03 |
Access to Information |
58 |
Section 7.04 |
Confidentiality; Public Announcements |
59 |
Section 7.05 |
Shareholder Litigation; Voting Undertaking |
59 |
Section 7.06 |
Third Party Consents |
60 |
Section 7.07 |
Notices of Certain Events |
60 |
Section 7.08 |
Conduct of Business by Purchaser Pending the Closing; Subsequent Closing Notice |
61 |
Section 7.09 |
Additional Agreements |
62 |
Section 7.10 |
Equity Financing |
62 |
Section 7.11 |
Registration Rights |
63 |
Section 7.12 |
Register of Members |
63 |
|
|
|
Article VIII. CONDITIONS TO THE TRANSACTIONS |
63 |
|
|
|
Section 8.01 |
Conditions to the Obligations to Consummate the Transactions |
63 |
|
|
|
Article IX. TERMINATION |
64 |
|
|
|
Section 9.01 |
Termination |
64 |
Section 9.02 |
Effect of Termination |
67 |
Section 9.03 |
Expenses; Termination Fee |
67 |
Section 9.04 |
Termination and VAT |
69 |
|
|
|
Article X. MISCELLANEOUS |
69 |
|
|
|
Section 10.01 |
Notices |
69 |
Section 10.02 |
Remedies Cumulative; Specific Performance |
71 |
Section 10.03 |
No Survival of Representations, Warranties and Covenants |
71 |
Section 10.04 |
Amendments and Waivers |
72 |
Section 10.05 |
Disclosure Letter References |
72 |
Section 10.06 |
Binding Effect; Benefit; Assignment |
72 |
Section 10.07 |
Governing Law |
73 |
Section 10.08 |
Jurisdiction; Arbitration; Forum |
73 |
Section 10.09 |
Waiver of Jury Trial |
75 |
Section 10.10 |
Counterparts; Effectiveness |
75 |
Section 10.11 |
Entire Agreement |
75 |
Section 10.12 |
Severability |
75 |
Section 10.13 |
Seller Representative |
76 |
Section 10.14 |
No Recourse |
76 |
Exhibit A |
| 89 |
|
| |
Exhibit B |
| 90 |
|
| |
Exhibit C |
| 91 |
|
| |
Schedule A |
| 94 |
|
| |
Schedule B |
| 95 |
|
| |
Annex I |
| 96 |
TRANSACTION AGREEMENT
THIS
TRANSACTION AGREEMENT (this “Agreement”), dated as of December 24, 2023, is entered into by and among the
persons whose names are listed in Schedule B (“Sellers”), solely for the limited purposes specified herein,
Trawlers Limited, a company limited by shares incorporated under the laws of the Isle of Man with company number 021222V (“Purchaser”)
and Manchester United plc, an exempted company with limited liability incorporated under the Law of the Cayman Islands with company number
268512 (the “Company”).
RECITALS
WHEREAS, Sellers, in the aggregate,
directly and indirectly own 110,207,613 Class B Ordinary Shares;
WHEREAS, Purchaser has agreed
to commence a cash tender offer (as it may be extended and amended from time to time as permitted under, or required by, this Agreement,
the “Offer”) to purchase from the holders of the Class A Ordinary Shares up to 13,237,834 Class A Ordinary
Shares (the “Offer Cap”), at a price of $33.00 per Class A Ordinary Share (subject to the adjustment in Section 2.03(g)),
net to the shareholder in cash, without interest thereon, less any required withholding Tax (the “Offer Price”) on
the terms and subject to the conditions set forth in this Agreement;
WHEREAS, substantially concurrently
with the Offer Acceptance Time in accordance with Section 2.02, (a) Sellers desire to sell to Purchaser, and Purchaser
desires to purchase from Sellers, the aggregate number of Class B Ordinary Shares, set out opposite each Seller’s name in Schedule
B in the column labelled “Sale Shares” (the “Sale Shares”), which constitute, in the aggregate, twenty-five
(25) percent of the issued and outstanding Class B Ordinary Shares, upon the terms and subject to the conditions of this Agreement
and (b) Purchaser has agreed to purchase the Closing Subscription Shares;
WHEREAS, subject to the terms
contained in this Agreement, in accordance with Section 2.02, Purchaser has agreed to subscribe for and purchase and the Company
has agreed to issue and allot to Purchaser, at the Subsequent Closing, the Subsequent Subscription Shares;
WHEREAS, the board of directors
of the Company (the “Company Board”) has (i) determined that it is in the best interests of the Company for the
Company to execute, deliver and perform this Agreement and the Transactions, (ii) approved the execution, delivery and performance
by the Company of this Agreement, the Governance Agreement and the Ancillary Agreements, (iii) determined to direct that the Amendment
Proposal be submitted to the shareholders of the Company for their approval, and (iv) resolved to recommend that the Company’s
shareholders (1) approve the adoption of the amended and restated memorandum and articles of association of the Company set out in
Exhibit A (the “Amended Articles”) by the Company and (2) tender their Class A Ordinary Shares
to Purchaser pursuant to the Offer (such recommendation, the “Company Board Recommendation”);
WHEREAS, the board of directors
of Purchaser has (i) approved the execution, delivery and performance by Purchaser of this Agreement and the Transactions, and (ii) declared
it advisable for Purchaser to enter into this Agreement and consummate the Transactions;
WHEREAS, concurrently with
the execution of this Agreement, as a condition to the willingness of, and material inducement to, Purchaser entering into this Agreement,
Sellers, the Company and the Proxyholder (as defined in the Voting Agreement) have executed and delivered the Voting Agreement, pursuant
to which Sellers have agreed to vote in favor of the adoption by the Company of the Amended Articles;
WHEREAS, concurrently with
the execution of this Agreement, and as a condition to the willingness of, and material inducement for, Sellers and the Company entering
into this Agreement, Purchaser and Investor have executed and delivered to the Company and Sellers a limited guarantee, dated as of the
date of this Agreement in favor of the Company and Sellers guaranteeing Purchaser’s damages payment obligations to the Company and
Sellers under this Agreement (the “Guarantee”);
WHEREAS, concurrently with
the execution of this Agreement, and as a condition to the willingness of, and material inducement for, Purchaser entering into this Agreement,
Sellers and Purchaser have executed and delivered the Governance Agreement (effective as of Closing), which, from Closing, will regulate
(i) the terms on which Purchaser is proposing to hold shares in the Company, (ii) the relationship between certain of the shareholders
of the Company, and (iii) certain aspects of the management and affairs of the Company and its Subsidiaries; and
WHEREAS, Purchaser, the Company
and Sellers desire to make certain representations, warranties and agreements in connection with the Transactions and also to prescribe
certain conditions to the Transactions.
AGREEMENT
NOW, THEREFORE, in consideration
of the foregoing and the representations, warranties, covenants and agreements set forth herein, as well as other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:
Article I.
DEFINITIONS
Section 1.01 Definitions.
(a) As
used in this Agreement, the following terms have the following meanings:
“Acquisition Proposal”
means, other than the Transactions or any other proposal or offer from Purchaser or any of its Affiliates, any proposal or offer from
a Third Party in respect of an acquisition of any issued and outstanding Class A Ordinary Shares or Class B Ordinary Shares.
“Affiliate”
means, (a) with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control
with, or formed for the benefit of, such Person and (b) with respect to Purchaser, the INEOS Group. For purposes of this definition,
“control,” when used with respect to any specified Person, means the power to direct or cause the direction of the management
and policies of such Person, directly or indirectly, whether through ownership of voting securities or by Contract or otherwise, and the
terms “controlling” and “controlled by” have correlative meanings to the foregoing.
“Amendment Proposal”
means the resolution for the Company to adopt the Amended Articles.
“Ancillary Agreements”
means, collectively, the Equity Commitment Letter, the Guarantee and the Voting Agreement.
“Anti-Corruption
Laws” means all Applicable Laws relating to the prevention of corruption, bribery and money laundering, including the U.S. Foreign
Corrupt Practices Act of 1977, as amended, or any successor statute, rules or regulations thereto.
“Applicable Law”
means, with respect to any Person, any Law (including, for the avoidance of doubt, the FA Rules, the WSL Rules, the PL Rules and
any Laws in respect of Tax) or Governmental Order, in each case, of any Governmental Authority (or under the authority of NYSE) that is
binding upon or applicable to such Person, as amended unless expressly specified otherwise.
“BofA 2015 Revolving
Credit Facility” means the £150 million secured revolving credit facility due April 4, 2025 entered into pursuant
to the revolving facility agreement dated May 22, 2015, as amended pursuant to an amendment letter dated October 7, 2015, an
amendment and restatement agreement dated April 4, 2019, an amendment and restatement agreement dated March 4, 2021 and an amendment
and restatement agreement dated December 10, 2021 (as amended and/or restated from time to time) among Red Football Limited, Manchester
United Football Club Limited, as borrower, the other guarantors party thereto, Bank of America Europe Designated Activity Company, as
agent, the other lenders party thereto, and Bank of America Europe Designated Activity Company, as security trustee.
“BofA 2022 Bilateral
Revolving Credit Facility” means the £75 million secured revolving credit facility due June 25, 2027 entered into
pursuant to the revolving facility agreement dated April 26, 2022 (as amended and/or restated from time to time) among Red Football
Limited, Manchester United Football Club Limited, as borrower, the other guarantors party thereto, Bank of America, N.A., London Branch,
as lender and issuing bank, Bank of America Europe Designated Activity Company, as agent, and Bank of America Europe Designated Activity
Company, as security trustee.
“BofA Term Loan Facility”
means the $225 million secured term loan facility due August 6, 2029 entered into pursuant to the term facility agreement dated May 20,
2013, as amended pursuant to an amendment and restatement agreement dated August 11, 2014, an amendment and restatement agreement
dated May 15, 2015, an amendment letter dated June 26, 2015, an amendment letter dated September 11, 2015, an amendment
and restatement agreement dated June 14, 2018, an amendment and restatement agreement dated August 5, 2019, an amendment and
restatement agreement dated March 4, 2021, an amendment letter dated December 10, 2021 and an amendment and restatement agreement
dated June 1, 2023 (as amended and/or restated from time to time) among the Red Football Limited, Manchester United Football Club
Limited, as borrower, the other guarantors party thereto, Bank of America Europe Designated Activity Company, as lender, and Bank of America
Europe Designated Activity Company, as agent.
“Business Day”
means any day that is not a Saturday, a Sunday or other day on which the Federal Reserve Bank of New York is closed and, solely in relation
to Section 2.02, any day that is not a Saturday, a Sunday or other day on which the Federal Reserve Bank of New York is closed
or on which commercial banks are closed in London.
“Cash”
means the cash and cash equivalents of the Group Companies, in accordance with the Accounting Principles.
“CICA”
means the Companies Act (2023 Revision, as amended from time to time) of the Cayman Islands.
“Class A Ordinary
Shares” means the Class A ordinary shares, $0.0005 par value per share, of the Company.
“Class B Ordinary
Shares” means the Class B ordinary shares, $0.0005 par value per share, of the Company.
“Club”
means Manchester United Football Club Limited.
“Code”
means the U.S. Internal Revenue Code of 1986, as amended, or any successor statute, rules or regulations thereto.
“Company Balance
Sheet” means the consolidated audited balance sheet of the Company as of June 30, 2023 and the notes thereto, as contained
in the Company SEC Documents.
“Company Balance
Sheet Date” means June 30, 2023.
“Company
Debt” means, with respect to the Group Companies, without duplication, the aggregate amount of the following borrowings and
indebtedness in the nature of borrowings: (a) the principal of and premium (if any) of all indebtedness, notes payable, accrued interest
payable or other obligations of any of the Group Companies for borrowed money, whether secured or unsecured, including, without limitation,
the Company Finance Facilities; (b) all obligations under conditional sale or other title retention agreements, or incurred as financing,
in either case with respect to property acquired by any of the Group Companies; (c) all obligations issued, undertaken or assumed
as the deferred purchase price for any property or assets; (d) all obligations under capital leases; (e) all obligations in
respect of bankers acceptances or letters of credit; (f) net obligations of the Group Companies under interest rate cap, swap, collar
or similar transaction or currency hedging transactions (valued at the termination value thereof); (g) any amounts owing by any Group
Company as deferred purchase price for assets, properties or services, including any seller notes, “earn-out” payments, purchase
price adjustment payments and non-competition payments in connection with merger and acquisition transactions; (h) any interest,
fees, premium, prepayment penalties and other expenses (including breakage costs) owed by any Group Companies with respect to any indebtedness
or liabilities of the type referred to above; (i) any debt or liabilities associated with any employee benefit schemes associated
with any Group Companies; (j) any declared but unpaid dividends or distributions by any Group Companies to any of the Sellers or
any of their respective Affiliates (other than the Group Companies) or immediate family members (or any of their Affiliate’s immediate
family members) and any Taxes relating thereto; (k) any liabilities in respect of any Company Restricted Share Awards or other long-term
incentive plan, share plan, phantom share plan and/or similar plan; (l) any withholding Taxes payable, excluding those that relate
to VAT or sales Taxes; (m) any provisions or accruals of a type required to be reflected or reserved for on a consolidated balance
sheet prepared in accordance with IFRS made in respect of planned or anticipated remediation works under Environmental Laws or in respect
of planned or in respect of planned asbestos removal costs; (n) any corporate income Tax payables; (o) any provisions or accruals
of a type required to be reflected or reserved for on a consolidated balance sheet prepared in accordance with IFRS for redundancies;
(p) liabilities of a type required to be reflected or reserved for on a consolidated balance sheet prepared in accordance with IFRS
with respect to Player trading activities, including any instalment payments or amounts which are contingent (including, but not limited
to, such amounts which are contingent on appearances), together with all liabilities of the Group Companies to make an actual payment
of Tax in respect of the employment or transfer of any Players; (q) any third-party transaction costs incurred in respect of the
negotiation and execution of this Agreement that are payable by any of the Group Companies; (r) provision for unfunded or underfunded
liabilities in respect of any pension scheme of any of the Group Companies; (s) any Tax and social securities liabilities (plus interest)
of any Group Company arising in respect of Tax Authority enquiries relating to agents’ fees, image rights, player agency arrangements,
employment status of club ambassadors and legends, NIC treatment of overseas loan players and restrictive covenant payments; (t) any
direct or indirect obligations to guarantee any of the foregoing, whether or not evidenced by a note, mortgage, bond, indenture or similar
instrument (and other than by a Group Company in favor of another Group Company) and (u) any agreement to provide any of the foregoing,
provided, that, for clarification, “Company Debt” shall not include (i) “trade debt” or “trade
payables” and (ii) any intercompany indebtedness solely between or among the Company or any of its wholly-owned Subsidiaries.
“Company Disclosure
Letter” means the disclosure letter delivered by the Company to Purchaser in connection with the execution of this Agreement.
“Company
Equity Plan” means the Company’s 2012 Equity Incentive Award Plan (including any sub-plans thereto).
“Company Finance
Facilities” means the Company Notes, BofA 2015 Revolving Credit Facility, BofA 2022 Bilateral Revolving Credit Facility, BofA
Term Loan Facility and Santander UK Revolving Credit Facility.
“Company IP”
means all Intellectual Property Rights owned by any Group Company.
“Company IT Assets”
means the computers, servers, workstations, routers, hubs, hardware and other tangible information technology assets, systems, and networks
that are owned, leased or licensed by the Group Companies and used by the Group Companies in the operation of their businesses.
“Company Material
Adverse Effect” means any effect, change, condition, fact, development, occurrence or event (each, an “Effect”)
that, individually or in the aggregate, had, has or would reasonably be expected to have a material adverse effect on the assets, liabilities,
business, operations, results of operations or financial condition of the Group Companies, taken as a whole; provided, however,
that in no event would any of the following, alone or in combination, be deemed to constitute, nor shall any of the following (including
the effect of any of the following) be taken into account in determining whether there has been or will be, a “Company Material
Adverse Effect”: (a) any change in Applicable Law, IFRS or any applicable accounting standards or any interpretation thereof,
in each case after the date hereof; (b) general economic, political or business conditions or changes therein, or acts of terrorism,
epidemics or pandemics (including COVID-19), disease outbreaks or changes in geopolitical conditions (including commencement, continuation
or escalation of war, armed hostilities or national or international calamity) or any escalation or worsening relating to the foregoing,
including any escalation or worsening of stoppages, shutdowns or habits or behavior of people, or any response of any Governmental Authority
(including requirements for business closures or “sheltering-in-place”), related to any of the foregoing; (c) financial
and capital markets conditions, including interest rates and currency exchange rates, and any changes therein; (d) seasonal fluctuations
in the business of the Group Companies; (e) any change generally affecting the industries in which the Group Companies operate; (f) the
identity of the parties (or their Affiliates), the negotiation, entry into or announcement of this Agreement, the pendency or consummation
of the Transactions or the performance of this Agreement (other than for purposes of any representation or warranty in Section 4.04,
condition to Closing related thereto but subject to disclosures in Section 4.04 of the Company Disclosure Letter, to the extent
such representations and warranties address the negotiation, entry into, announcement, pendency or consummation of the Transactions);
(g) the compliance with the terms of this Agreement or the taking of any action (or the omission of any action) expressly required
by this Agreement (other than the obligation to operate in the ordinary course of business in accordance with Section 6.01(a))
or requested in writing by Purchaser; (h) any act of God or natural disaster; (i) any change in the price or trading volume
of the Company’s securities or other financial instruments, in and of itself (provided that this clause (i) shall
not prevent a determination that any change or effect underlying such change has contributed to or resulted in a Company Material Adverse
Effect (to the extent such change or effect is not otherwise excluded from this definition of Company Material Adverse Effect)); (j) any
failure of the Group Companies to meet any internal or published projections, estimates or forecasts (provided that this clause
(j) shall not prevent a determination that any change or effect underlying such failure to meet projections, estimates or forecasts
has contributed to or resulted in a Company Material Adverse Effect (to the extent such change or effect is not otherwise excluded from
this definition of Company Material Adverse Effect)); or (k) any matter of which Purchaser is aware on the date of this Agreement
or to which Purchaser has consented or hereafter consents in writing and any matters set forth in the Company Disclosure Letter; provided,
further, that in the case of the foregoing clauses (a), (b), (c), (e) and (h), except to
the extent that such matters materially and disproportionately impact the Group Companies (taken as a whole) relative to other businesses
in the industries in which the Group Companies operate.
“Company Notes”
means the $425,000,000 senior secured notes due June 25, 2027 issued pursuant to the Note Purchase Agreement.
“Company Ordinary
Shares” means the Class A Ordinary Shares and the Class B Ordinary Shares.
“Company Restricted
Share Award” means an award of restricted Class A Ordinary Shares that are subject to vesting or forfeiture conditions
granted under the Company Equity Plan.
“Confidentiality
Agreement” means that certain Confidentiality Agreement, dated as of January 17, 2023 between INEOS Industries Holdings
Limited and the Company.
“Contract”
means any legally binding contracts, agreements, subcontracts, plant, machinery or equipment leases, and purchase orders.
“Director of Football”
means any person employed or engaged (a) with the title of “Football Director”, “Technical Director” or equivalent;
or (b) as a senior executive with responsibilities exclusively covering (i) negotiating terms of Player transfers/loans and
contracts; (ii) recruitment of Players and/or coaching staff; (iii) managing relationships with the relevant sporting governing
bodies; or (iv) overseeing the academy and talent development pipeline.
“Disclosure Letter”
means the Company Disclosure Letter or the Purchaser Disclosure Letter, as applicable.
“Effective Time”
means the time at which the Closing becomes effective.
“Environmental Laws”
means any and all applicable foreign, U.S. federal, state or local Laws relating to the protection of the environment, as in effect
on and as interpreted as of the date hereof, including those relating to the treatment, storage, disposal or release of hazardous or toxic
substances.
“Equity
Commitment Letter” means that certain letter dated December 24, 2023 addressed to Purchaser, pursuant to which the
Investor has agreed, subject only to the conditions set forth therein, to provide or cause to be provided the equity financing described
therein.
“Equity Financing”
means the equity financing incurred or to be incurred pursuant to the Equity Commitment Letter.
“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.
“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any successor statute,
rules or regulations thereto.
“FA Rules”
means the Football Association’s rules and regulations as set out in the Football Association Handbook Season 2023/24 and as
amended from time to time.
“Family Member”
means with respect to any Person, such Person’s spouse, domestic partners, parents, children or siblings and all trusts for the
sole benefit of any of the foregoing.
“FIFA”
means the Fédération Internationale de Football Association, the world-wide governing body for association football
currently situated at FIFA-Strasse 20, P.O. Box 8044, Zurich, Switzerland, and any successor or replacement body from time to time.
“First
Team Manager” means any person employed or engaged in a coaching or managerial role, with primary responsibility for the first
teams of the Company or relevant Subsidiary.
“Football Association”
means the Football Association Limited, a private company limited by shares incorporated in England and Wales with registered number 00077797
and which is the governing body for association football in England and any successor or replacement body from time to time.
“Football Association
Approval” means the Football Association providing confirmation, pursuant to paragraph 3.1 of section 21 of the FA Rules,
that each of the relevant persons nominated by Purchaser (as confirmed to Sellers in writing prior to such nomination) to act as an Officer
(as defined in the FA Rules) of Manchester United Women’s Football Club Limited is permitted to so act.
“Football Club”
means Manchester United Football Club, a professional football team based in Greater Manchester, England.
“Fraud”
means any cause of action for actual fraud that requires as an element an intent to deceive, malice, scienter or similar intent (and not
any type of fraud cause of action based solely on recklessness, negligence, misrepresentation or omission or any similar constructive
intent or knowledge element) by the Company with respect to the making of the representations and warranties set forth in Article IV
of this Agreement or by Purchaser with respect to the making of representations and warranties set forth in Article V of this
Agreement.
“FSMA”
means the Financial Services and Markets Act 2000 (references to FSMA being read, as appropriate, with the FSMA (Controllers) (Exemption)
Order 2009).
“Governance Agreement”
means the governance agreement entered into on the date of this Agreement by the Company, the Sellers and the Purchaser.
“Governmental Authority”
means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency,
governmental commission, department, board, bureau, agency or instrumentality, court or tribunal or any self-regulatory organization (including
NYSE, PL, the FA, UEFA, FIFA and the German Federal Cartel Office).
“Governmental Order”
means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental
Authority.
“Group Companies”
means, collectively, the Company and each of its Subsidiaries.
“IFRS”
means International Financial Reporting Standards as issued by the International Accounting Standards Board, and IFRS Interpretations
Committee interpretations.
“INEOS Group”
means (a) INEOS Limited and its wholly owned Subsidiaries, (b) each of the Persons listed on Section 1.01(a)(i) of
the Purchaser Disclosure Letter, (c) the Investor, (d) the Persons that beneficially own the Purchaser as of the date hereof
and (e) any Person of which Investor has sole dispositive power and exclusive voting power.
“Intellectual
Property Rights” means all intellectual property rights worldwide, including (a) patents, (b) Trademarks, domain
names, and intellectual property rights in social media account identifiers, (c) copyrights, mask works and industrial designs, and
other intellectual property rights in works of authorship, (d) trade secrets and other intellectual property rights in confidential
or proprietary information, inventions, data, know-how, methods, and processes, (e) intellectual property rights in software, and
(f) all registrations and applications for the registration or issuance of any of the foregoing.
“Investor”
means Sir James A. Ratcliffe.
“Knowledge”
means, (a) with respect to Purchaser, the actual knowledge of each of the Persons listed on Section 1.01(a)(ii) of
the Purchaser Disclosure Letter, (b) with respect to the Company, the actual knowledge of each of the Persons listed on Section 1.01(a)(i) of
the Company Disclosure Letter and (c) with respect to each Seller, the actual knowledge of each of the Persons listed on Section 1.01(a)(ii) of
the Company Disclosure Letter.
“Law” means
any and all laws, statutes, rules, regulations, orders, judgments or decrees promulgated by any Governmental Authority (including, for
the avoidance of doubt, the PL Rules, the WSL Rules and the FA Rules).
“Leased Real Property”
means real property leased or subleased by a Group Company pursuant to a lease or sublease which provides for annual rent (excluding VAT
and other outgoings) in excess of £1,000,000, or which is otherwise granted to a Group Company for a term exceeding twenty-five
(25) years.
“Lien”
means any mortgage, deed of trust, pledge, hypothecation, encumbrance, security interest, option, pre-emption or right of first refusal
or other lien or restriction of any kind.
“Net Debt Statement”
means the statement prepared by the Company and delivered to Purchaser prior to the date of this Agreement, setting out the Company Debt
and Cash of the Group Companies as at the Net Debt Statement Date.
“Net
Debt Statement Date” means November 30, 2023.
“Note Purchase Agreement”
means that certain Note Purchase Agreement dated May 27, 2015, among MU Finance plc (now known as MU Finance Limited), the guarantors
party thereto, the purchasers listed therein and the Bank of New York Mellon, as Paying Agent, as amended from time to time.
“NYSE”
means the New York Stock Exchange or any successor exchange.
“Organizational Documents”
means (a) with respect to any corporation, the memorandum and articles of association (or the equivalent or comparable constitutive
documents with respect to any non-Cayman jurisdiction); (b) with respect to any limited liability company, the certificate of formation
or registration and the limited liability company agreement (or the equivalent or comparable constitutive documents with respect to any
non-Cayman jurisdiction); and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership,
joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation
or organization and, if applicable, any certificate or registration or declaration of trust of such entity (or the equivalent or comparable
constitutive documents with respect to any non-Cayman jurisdiction).
“Owned Real Property”
means any freehold property owned by a Group Company.
“Payment
Fund” means $164,000,000.
“Permitted Liens”
means (a) Liens for Taxes not yet delinquent or that are being contested in good faith, (b) Liens in favor of vendors or securing
performance of bids, construction trade contracts, plant, machinery or equipment leases or similar Liens or encumbrances arising in the
ordinary course of business or by operation of Applicable Law, (c) Liens incurred or deposits made in the ordinary course of business
in connection with workers’ compensation, unemployment insurance or other types of social security or foreign equivalents, (d) planning
and building regulations, codes, conditions, restrictions and requirements, land use restrictions and other Applicable Laws regulating
the use or occupancy of Real Property or the activities conducted thereon that are imposed by any Governmental Authority having jurisdiction
over such Real Property and which are not violated by the current use and operation of such Real Property or the operation of the business
of the Group Companies, (e) planning obligations, contributions or financial levies relating to Real Property that are imposed by
a Governmental Authority having jurisdiction over any such Real Property and any planning or statutory agreements and unilateral undertakings
entered into with or in favor of any Governmental Authority, statutory undertaker or utility provider relating to any Real Property, (f) with
respect to Real Property, (i) covenants, conditions, stipulations, outgoings, burdens, reservations, rights of way, encumbrances,
easements, restrictions, encroachments or other similar matters or interests affecting title to the Real Property, (ii) Liens contained
or referred to in the deeds and documents relating to such Real Property and in any surveys relating to such Real Property where such
surveys have been made available to Purchaser, (iii) any Liens which would be revealed by searches or enquiries, whether or not made,
on this date of this Agreement, at HM Land Registry, local and central land charges registries, local authorities and all other public
registers relevant to such Real Property, (iv) Liens which would be revealed as a result of a physical inspection, whether or not
made, of such Real Property, (v) security deposits or guarantees provided by a Group Company in relation to Leased Real Property,
and (vi) Liens encumbering the interest of any superior leasehold, freehold or other superior interest held by entities other than
the Group Companies in relation to such Real Property, and (vii) any other non-monetary Liens which, in the case of each of the foregoing
clauses (i) through (vii), would not reasonably be expected to, individually or in the aggregate, have a Company Material
Adverse Effect, (g) Liens securing indebtedness or liabilities that are reflected in the Company SEC Documents (including, without
limitation, the Company Finance Facilities) or incurred in the ordinary course of business since the date of the most recent annual report
on Form 20-F filed with the SEC by the Company and Liens securing surety bonds or indebtedness or liabilities that have otherwise
been disclosed to Purchaser in writing, (h) Liens to be released on or prior to the Closing Date, (i) such Liens or other imperfections,
defects or irregularities of title, if any, that do not have a Company Material Adverse Effect, including Liens for any supplemental Taxes
or assessments not shown by the public records, (j) Liens securing acquisition financing with respect to any applicable asset, including
refinancings thereof, (k) Liens described in Section 1.01(a)(iii) to the Company Disclosure Letter, and (l) any
other Liens which would not, individually or in the aggregate, interfere materially with the ordinary course of the business of the Group
Companies.
“Person”
means any individual, group (within the meaning of Section 13(d)(3) of the Exchange Act), firm, corporation, partnership, limited
liability company, incorporated or unincorporated association, joint venture, joint stock company, trust, Governmental Authority or instrumentality
or other entity of any kind.
“PL” means
The Football Association Premier League Limited, a company incorporated in England and Wales with registered number 02719699 whose registered
office is at Brunel Building, 57 North Wharf Road, London, United Kingdom, W2 1HQ and any successor or replacement body from time to time.
“PL Approval”
means (a) the PL providing confirmation that the relevant persons nominated (as confirmed to Sellers in writing prior to such nomination)
by Purchaser to be a Director (as defined in the PL Rules) have complied with the process set out in PL Rule F.28.1.1 and PL Rule F.28.1.4
and no such person is liable to be disqualified as a Director (as defined in the PL Rules) pursuant to PL Rule F.1, (b) the
PL providing confirmation that it is satisfied with the information provided pursuant to both PL Rule F.28.1.2 and PL Rule F.28.1.3,
and (c) Purchaser and the Company (as applicable) acceding to any powers and/or accepting any conditions imposed pursuant to PL Rule F.29.
“PL Rules”
means the PL’s rules as set out in the Premier League Handbook Season 2023/24 (as most recently updated on 6 December 2023),
and as amended from time to time.
“Player”
means any professional football player.
“Playing Staff”
means all employees of the Group Companies who are: (a) a Player (provided with regard to any representation or warranty that requires
a Player Contract to be made available, such requirement shall apply only to Players with a base salary in excess of £350,000 per
annum or its equivalent in local currency); or (b) employed in the capacity as manager of the first Manchester United team or coach
of the first and reserve Manchester United teams; or (c) employed in a senior position/role (with a base salary in excess of £80,000
per annum or its equivalent in local currency) in supporting the first and reserve Manchester United teams including, without limitation,
in connection with the scouting, academy, football operation and data science operations of the Group Companies.
“Playing Staff Support
Benefit” means any benefit providing a service to enhance or maintain the lifestyle of Playing Staff, including but not limited
to concierge services, private catering staff, private chauffeurs and personal trainers.
“Proceeding”
means any claim, action, suit, audit, assessment, arbitration or inquiry, or any proceeding or investigation, by or before any Governmental
Authority.
“Purchaser Disclosure
Letter” means the Disclosure Letter delivered by Purchaser to Sellers in connection with the execution of this Agreement.
“Real Property”
means, collectively, the Leased Real Property and the Owned Real Property.
“Registered IP”
means all Company IP that is issued by or registered with any Governmental Authority or a domain name registrar, and all applications
for the registration or issuance of any of the foregoing.
“Regulatory Condition”
has the meaning given in Annex I(d).
“Relevant Acquisition
Proposal” means, other than the Transactions or any other proposal or offer from Purchaser or any of its Affiliates, any proposal
or offer from a Third Party in respect of (i) an acquisition of Class A Ordinary Shares from the holders of Class A Ordinary
Shares representing fifteen (15) percent or less of the Class A Ordinary Shares in issue from time to time or (ii) an acquisition
of Class A Ordinary Shares from the Company for less than $300,000,000 in the aggregate at a per share price equal to or greater
than $33.00.
“Representatives”
means, with respect to any Person, (a) such Person’s Affiliates, and (b) such Person’s and each such Affiliate’s
respective officers, directors, employees, agents, attorneys, accountants, advisors, consultants and other authorized representatives.
“Santander UK Revolving
Credit Facility” means the £75 million secured revolving credit facility due June 25, 2027 entered into pursuant
to the revolving facility agreement dated October 14, 2020 as amended pursuant to an amendment and restatement agreement dated March 4,
2021, an amendment and restatement agreement dated December 13, 2021 and an amendment and restatement agreement dated April 26,
2022 (as amended and/or restated from time to time) among Red Football Limited, Manchester United Football Club Limited, as borrower,
the other guarantors party thereto, Santander UK plc, as lender, Santander UK plc, as agent, and Bank of America Europe Designated Activity
Company, as security trustee.
“SEC” means
the United States Securities and Exchange Commission (or any successor thereto).
“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or any successor statute, rules or
regulations thereto.
“Senior Employee”
means any (a) employee of any Group Company with a base salary in excess of £150,000 per annum or its equivalent in local currency,
together with (b) any Playing Staff (but excluding any Player).
“Seller Fundamental
Representations” means, collectively, each of the representations made by Sellers in Section 4.21 and Section 4.22.
“Sellers’
Representative” means Joel Glazer.
“Subsequent Subscription
Effective Time” means the time at which the Subsequent Closing becomes effective.
“Subsidiary”
of a Person means any other Person with respect to which the first Person (a) has the right to elect a majority of the board of directors
or other Persons performing similar functions or (b) beneficially owns more than fifty (50) percent of the voting share (or of any
other form of voting or controlling equity interest in the case of a Person that is not a corporation), in each case, directly or indirectly
through one or more other Persons.
“Superior Proposal”
means any bona fide Acquisition Proposal made by a Third Party relating to (a) any acquisition or purchase, in a single transaction
or series of related transactions, of (i) fifty (50) percent or more of the assets of the Group Companies, taken as a whole, or (ii) fifty
(50) percent or more of the combined voting power of the Company, (b) any tender offer or exchange offer that if consummated would
result in any Person or group acquiring beneficial ownership of fifty (50) percent or more of the combined voting power of the Company,
or (c) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, share exchange, joint venture,
license or other transaction involving the Company or any of its Subsidiaries in which a Third Party or its shareholders, if consummated,
would acquire fifty (50) percent or more of the combined voting power of the Company or the surviving entity or the resulting direct or
indirect parent of the Company or such surviving entity, or (d) any combination of the foregoing, that, in each case, (x) did
not result from a breach of Section 6.02(a) and (y) the Company Board determines, in its good faith judgment,
after consultation with its outside financial advisors and outside legal counsel, (1) is reasonably likely to be consummated in accordance
with its terms and conditions and (2) is on terms that, if consummated, would result in a transaction more favorable to the holders
of Company Ordinary Shares from a financial point of view than the Transactions, in the case of each of (1) and (2) taking into
account all financial, regulatory, legal and other aspects of such proposal (including certainty of closing), and the identity of the
Person making the proposal.
“Tax” means
any and all U.S. federal, state or local or non-U.S. taxes, including any net income, alternative or add-on minimum, gross income,
gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, registration, recording, documentary, conveyancing,
gains, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit, custom
duty or other tax, together with any interest, penalty, addition to tax or additional amount imposed with respect thereto by any Governmental
Authority responsible for the imposition of any such tax.
“Tax Authority”
means any Governmental Authority responsible for the collection, assessment or management of any Tax.
“Tax
Return” means any return, report, declaration, election, information return or other document (including schedules thereto,
other attachments thereto or amendments thereof) filed or required to be filed with any taxing authority in connection with the determination,
assessment or collection of any Tax, or the administration of any laws, regulations or administrative requirements relating to any Tax.
“Third Party”
means any Person other than the Company, Sellers, Purchaser and their respective Affiliates.
“Trademarks”
means trademarks, service marks, trade dress, trade names, company names, logos, brand names, and other indicia of origin, and all goodwill
of the business associated therewith and symbolized thereby.
“Transactions”
means, (a) the Offer, (b) the sale and purchase of the Sale Shares, (c) the Closing Share Subscription, (d) any other
transactions contemplated by this Agreement and the Ancillary Agreements (to take place on or around the Closing Date) and (e) the
Subsequent Share Subscription.
“Transfers Plan”
means the plan and objectives of the Company and/or its Subsidiaries regarding Players (including transfers, in and out, whether on a
permanent or temporary (loan) basis, and any other changes to their existing terms and conditions of employment), as disclosed to Purchaser
in writing prior to the date of this Agreement.
“Transfer Taxes”
means all transfer, documentary, sales, use, stamp, registration and other similar Taxes, and all conveyance fees, recording charges and
other similar fees and charges incurred pursuant to or arising as a result of the execution or performance of the Transactions.
“UEFA”
means the Union des Associations Européennes de Football, the European governing body for association football currently
situated at Route de Geneve 46, Case postale, CH-1260, Nyon 2, Switzerland, and any successor or replacement body from time to time.
“VAT” means
value added tax charged or imposed pursuant to Council Directive 2006/112/EC or any national legislation implementing such Directive (including,
for the avoidance of doubt, the Value Added Tax Act 1994 and any related secondary legislation) and any other similar value added, sales
or turnover tax imposed in any jurisdiction and any penalties or fines in relation to them.
“Voting Agreement”
means the Voting Agreement, dated as of the date hereof, by and among Sellers, the Company and the Proxyholder (as defined in the Voting
Agreement).
“WSL Rules”
means the Football Association Women’s Super League and the FA Women’s Championship Competition Rules 2023/24 and as
amended from time to time.
(b) Each
of the following terms is defined in the Section set forth opposite such term:
Term | |
Section |
Agreement | |
Preamble |
Alternative Acquisition Agreement | |
6.02(a)(ii) |
Amended Articles | |
Recitals |
Antitrust Laws | |
4.03 |
ARC | |
Schedule A |
Capitalization Date | |
4.05(a) |
Closing | |
2.02 |
Closing Date | |
2.02 |
Closing Subscription Price | |
2.01(a)(ii) |
Closing Subscription Shares | |
2.01(a)(ii) |
Term | |
Section |
Closing Share Subscription | |
2.01(a)(ii) |
Company | |
Preamble |
Company’s Account | |
3.01(b) |
Company Board | |
Recitals |
Company Board Recommendation | |
Recitals |
Company Financial Statements | |
4.06(a) |
Company Licenses | |
4.10(b) |
Company Material Contract | |
4.09(a) |
Company SEC Documents | |
4.06(a) |
Company Shareholders’ Meeting | |
7.02(c) |
Data Privacy and Security Laws | |
4.10(e) |
End Date | |
9.01(a)(ii) |
Enforceability Exceptions | |
4.02(a) |
Enforcement Costs | |
9.03(d) |
Expiration Time | |
2.03(c) |
Guarantee | |
Recitals |
Insurance Policies | |
4.14 |
Investor | |
1.01(a) |
Matching Period | |
6.02(e) |
Non-Recourse Parties | |
10.14 |
Offer | |
Recitals |
Offer Acceptance Time | |
2.03(f) |
Offer Cap | |
Recitals |
Offer Commencement Date | |
2.03(a) |
Offer Conditions | |
2.03(b) |
Offer Documents | |
2.03(e) |
Offer Price | |
Recitals |
Other Regulatory Termination Fee | |
9.03(c) |
Purchaser Termination Fee | |
9.03(b) |
Personal Information | |
4.10(e) |
Plans | |
4.16(a) |
Proxy Date | |
7.02(c) |
Purchaser | |
Preamble |
Purchaser’s Representative | |
6.01(c) |
Proxy Statement | |
7.02(a) |
Registration Rights Agreement | |
7.11 |
Required Company Shareholder Approval | |
4.19 |
Sale Price | |
2.01(a)(i) |
Sale Shares | |
Recitals |
Schedule 14D-9 | |
2.04(a) |
Schedule TO | |
2.03(e) |
Seller | |
Preamble |
Sellers’ Account | |
3.01(a) |
Terminating Company Breach | |
9.01(a)(v) |
Terminating Purchaser Breach | |
9.01(a)(vi) |
Term | |
Section |
Transaction Claim | |
7.05(a) |
Transaction Claim Indemnitee | |
7.05(a) |
Section 1.02 Definitional
and Interpretative Provisions.
(a) Unless
the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words using the singular
or plural number also include the plural or singular number, respectively, (iii) the terms “hereof”, “herein”,
“hereby”, “hereto” and derivative or similar words refer to this Agreement as a whole and not to any particular
provision of this Agreement, (iv) the terms “Article”, “Section” or “Exhibit” refer to the specified
Article, Section or Exhibit of this Agreement unless otherwise indicated, (v) whenever the words “include”,
“includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase “without
limitation”, (vi) the word “or” shall be disjunctive but not exclusive, and (vii) unless the context otherwise
requires, “neither”, “nor”, “any”, “either” and “or” are not exclusive.
(b) The
table of contents and headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement.
(c) Unless
the context of this Agreement otherwise requires, references to agreements and other documents shall be deemed to include all subsequent
amendments and other modifications thereto (subject to the terms and conditions to the effectiveness of such amendments contained herein
and therein).
(d) Words
denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted
successors and assigns.
(e) Terms
defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all
terms defined in this Agreement shall have the meanings when used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein.
(f) Any
Law defined or referred to herein or in any agreement, Contract or instrument that is referred to herein means such Law as from time to
time amended, modified or supplemented and (in the case of statutes) to any rules or regulations promulgated thereunder, including
(in the case of statutes) by succession of comparable successor Laws (provided that for purposes of any representations and warranties
contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute,
as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date).
(g) The
language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent and no
rule of strict construction shall be applied against any party.
(h) Whenever
this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified and if the last
day of such period is not a Business Day, the period shall end on the next succeeding Business Day.
(i) The
word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply
“if”.
(j) All
accounting terms used herein and not expressly defined herein shall have the meanings given to them under IFRS.
(k) All
Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set
forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the
meaning as defined in this Agreement.
(l) The
word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to
a party to this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted
assigns.
(m) Unless
otherwise specifically indicated, all references to “dollars” or “$” shall refer to the lawful currency of the
United States.
(n) The
phrase “made available” with respect to documents shall be deemed to include any documents (x) filed with or furnished
to the SEC or (y) provided in a virtual “data room” established by the Company or its Representatives in connection with
the Transactions, in the case of each of clauses (x) and (y), at least one (1) Business Day prior to the date
hereof.
(o) References
to any Contract are to such Contract as amended, modified or supplemented (including by waiver or consent) from time to time in accordance
with the terms hereof and thereof.
(p) Despite
anything in this Agreement to the contrary, with respect to obligations requiring any Seller (or Sellers) to cause the Company or any
of its Subsidiaries to take or refrain from taking, or to use any efforts to cause the Company or any of its Subsidiaries to take or refrain
from taking, any action, each Seller’s (and Sellers’) obligations set forth in this Agreement shall only apply to the actions
or omissions of the Company that such Seller (or Sellers) can directly control and shall not be read to apply to any other actions. For
the avoidance of doubt, in no event will “direct control” be deemed to include actions that would result in or constitute
(i) a breach of fiduciary duty by any Director, officer or employee of any Group Company under Applicable Law, (ii) the removal
of any director, the termination of any officer or employee of any Group Company or (iii) otherwise require the payment of any fee
or the undertaking of any concession (including by or on behalf of any Group Company).
Article II.
THE TRANSACTIONS
Section 2.01 Purchase
and Sale of Sale Shares; Issuance of the Subscription Shares; Issuance of the Subsequent Subscription Shares.
(a) Upon
the terms and subject to the conditions set forth in this Agreement at the Closing:
(i) each
Seller agrees to sell, assign, convey, transfer and deliver to Purchaser, and Purchaser agrees to purchase and accept from each Seller,
each Seller’s right, title and interest, as of the Closing, in and to the Sale Shares, free and clear of any Liens. The purchase
price payable to Sellers for each Sale Share shall be $33.00 (the “Sale Price”), payable in accordance with Section 3.01(a);
and
(ii) the
Purchaser agrees to subscribe for 1,966,899.062 Class A Ordinary Shares and 4,093,706.998 Class B Ordinary Shares (collectively,
the “Closing Subscription Shares”) for an aggregate subscription price of $200 million (the “Closing Subscription
Price”) (such subscription, the “Closing Share Subscription”) and, subject to payment by the Purchaser of
the Closing Subscription Price pursuant to Section 3.01(b), the Company agrees to issue and allot to the Purchaser at the
Closing the Closing Subscription Shares free and clear of any Liens (other than any Liens arising under applicable securities laws and
Organizational Documents of the Company), fully paid and ranking pari passu with the Class A Ordinary Shares and Class B
Ordinary Shares (as applicable) in issue at the time of the Closing Share Subscription.
(b) Upon
the terms and subject to the conditions set forth in this Agreement at the Subsequent Closing the Purchaser agrees to subscribe for 983,449.531
Class A Ordinary Shares and 2,046,853.499 Class B Ordinary Shares (collectively, the “Subsequent Subscription Shares”)
for an aggregate subscription price of $100 million (the “Subsequent Subscription Price”) (such subscription, the “Subsequent
Share Subscription”) and, subject to payment by the Purchaser of the Subsequent Subscription Price pursuant to Section 3.01(c),
the Company agrees to issue and allot to the Purchaser at the Subsequent Closing the Subsequent Subscription Shares free and clear of
any Liens (other than any Liens arising under applicable securities laws and Organizational Documents of the Company), fully paid and
ranking pari passu with the Class A Ordinary Shares, and Class B Ordinary Shares (as applicable) in issue at the time
of the Subsequent Share Subscription.
Section 2.02 The
Closing; Subsequent Closing.
(a) Subject
to the terms and conditions of this Agreement, the closing of the purchase and sale of the Sale Shares and the Closing Share Subscription
as provided for in this Agreement (the “Closing”), shall take place at the offices of Latham & Watkins LLP,
1271 Avenue of the Americas, New York, NY 10020, at 8:00 a.m. (Eastern time) on the day immediately after the Expiration Time except
if the conditions set forth in Section 8.01 shall not be satisfied or waived by such date, in which case on no later than
the first Business Day on which the conditions set forth in Section 8.01 are satisfied or waived. The date on which the Closing
actually occurs is referred to in this Agreement as the “Closing Date”.
(b) Subject
to the terms and conditions of this Agreement, the closing of the Subsequent Share Subscription each as provided for in this Agreement
(the “Subsequent Closing”) shall take place at the offices of Latham & Watkins LLP, 1271 Avenue of the Americas,
New York, NY 10020, at 10:00 a.m. (Eastern time) on December 31, 2024, or such earlier date following the Closing Date as the
Purchaser may notify the Company in writing on no less than ten (10) Business Days’ written notice. The date on which the Subsequent
Closing actually occurs is referred to in this Agreement as the “Subsequent Closing Date”.
Section 2.03 Tender
Offer.
(a) Commencement
of the Offer. Provided that this Agreement shall not have been terminated in accordance with Article IX, as promptly as practicable
after the date of this Agreement but in no event later than fifteen (15) Business Days following the date of this Agreement (unless otherwise
agreed in writing between the Purchaser and the Company), Purchaser shall commence (within the meaning of Rule 14d-2 promulgated
under the Exchange Act) the Offer. The date on which Purchaser commences the Offer, within the meaning of Rule 14d-2 under the Exchange
Act, is referred to in this Agreement as the “Offer Commencement Date”.
(b) Terms
and Conditions of the Offer. The obligations of Purchaser to accept for payment, and pay for, any Class A Ordinary Shares validly
tendered (and not validly withdrawn) pursuant to the Offer are subject only to the satisfaction or waiver of the conditions set forth
in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase
(the “Offer to Purchase”) that contains the terms set forth in this Agreement and the Offer Conditions. Purchaser expressly
reserves the right to (i) increase the Offer Price or (ii) waive any Offer Conditions; provided, that without the prior
written consent of the Company, the Purchaser shall not (A) decrease the Offer Price, (B) change the form of consideration payable
in the Offer; (C) change the number of Class A Ordinary Shares sought to be purchased in the Offer, (D) change or modify
the Offer Cap, (E) impose conditions or requirements to the Offer in addition to the Offer Conditions, (F) amend or modify any
(x) of the Offer Conditions or (y) other terms or conditions of this Agreement or the Offer in a manner that would, or would
reasonably be expected to, adversely affect any holder of Class A Ordinary Shares or that would, individually or in the aggregate,
reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of the Purchaser to consummate
the Offer, or the other Transactions (except to effect an extension of the Offer to the extent expressly permitted or required by Section 2.03(c)),
(G) extend or otherwise change the Expiration Time in a manner other than as required or permitted by Section 2.03(c), (H) provide
any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act or (I) waive
any Offer Condition set forth in clauses (c), (d) and (h) on Annex I hereto.
The Offer may not be terminated or withdrawn prior to the Expiration Time (or any rescheduled Expiration Time) of the Offer, unless this
Agreement is validly terminated in accordance with Section 9.01.
(c) Expiration
and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on
the 20th Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) promulgated
under the Exchange Act (unless a subsequent date is otherwise agreed to in writing by the Purchaser and the Company) (the “Expiration
Time”), unless the Offer is extended in accordance with the terms herein, in which event the term “Expiration Time”
shall mean the time to which the initial expiration time of the Offer is so extended. Notwithstanding anything to the contrary in this
Agreement, but subject to the parties’ respective termination rights under Section 9.01: (i) if, as of the scheduled
Expiration Time, any Offer Condition (other than those Offer Conditions that by their terms are to be satisfied at the Offer Acceptance
Time) is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other
Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) Business Days per extension, to permit
such Offer Condition to be satisfied (it being understood that, for the avoidance of doubt, the Offer may not be extended pursuant to
this clause (i) if all Offer Conditions have been satisfied or waived in accordance with the terms of this Agreement); (ii) Purchaser
shall extend the Offer from time to time for: (A) any period required by any Applicable Law, any interpretation or position of the
SEC, the staff thereof or NYSE applicable to the Offer; and (B) periods of up to ten (10) Business Days per extension, until
the Regulatory Condition has been satisfied and (iii) if, as of the scheduled Expiration Time, any Offer Condition (other than those
Offer Conditions that by their terms are to be satisfied at the Offer Acceptance Time) is not satisfied and has not been waived, at the
request of the Company, Purchaser shall, extend the Offer on one or more occasions for an additional period specified by Purchaser of
up to ten (10) Business Days per extension, to permit such Offer Condition to be satisfied (it being understood that, for the avoidance
of doubt, the Offer may not be extended pursuant to this clause (iii) if all Offer Conditions have been satisfied or waived in accordance
with the terms of this Agreement); provided, that in no event shall Purchaser: extend or be required to extend the Offer beyond
the earlier to occur of (x) the valid termination of this Agreement in accordance with Section 9.01 and (y) the first Business
Day immediately following the End Date; provided, further, that if, at the then-scheduled Expiration Time, a party brings
or shall have brought any Proceeding in accordance with Section 10.02 to enforce specifically the performance of the terms
and provisions of this Agreement, Purchaser shall extend the Expiration Time (A) for the period during which such Proceeding is pending
or (B) by such other time period established by the Governmental Authority presiding over such Proceeding, as the case may be.
(d) Termination
of Offer. Purchaser shall not terminate or withdraw the Offer prior to any scheduled Expiration Time (as it may be extended) without
the prior written consent of the Company, except if this Agreement is terminated pursuant to Section 9.01(a). In the event
that this Agreement is terminated pursuant to Section 9.01(a), Purchaser shall promptly (and, in any event, within 24
hours of such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Class A Ordinary Shares
pursuant to the Offer. If the Offer is terminated or withdrawn by Purchaser, Purchaser shall promptly return, and shall cause any depository
acting on behalf of Purchaser to return, in accordance with Applicable Law, all tendered Class A Ordinary Shares to the registered
holders thereof.
(e) Offer
Documents. As promptly as practicable on the Offer Commencement Date, Purchaser shall (i) file with the SEC a tender offer statement
on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the
“Schedule TO”) that shall contain or incorporate by reference the Offer to Purchase and form of the related letter
of transmittal and summary advertisement (the forms of which shall be reasonably acceptable to the Company), (ii) cause the Offer
to Purchase and related documents to be disseminated to holders of Class A Ordinary Shares, in each case, as and to the extent required
by Applicable Law, and (iii) otherwise comply with the filing requirements of Rule 14d-3(a) promulgated under the Exchange
Act, the dissemination requirements of Rule 14d-4(a), and the disclosure requirements of Rule 14d-6(a) promulgated under
the Exchange Act, in each case, as and to the extent required by Applicable Law. Purchaser shall cause the Schedule TO and all exhibits,
amendments or supplements thereto (which together constitute the “Offer Documents”) filed by Purchaser with the SEC
to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other Applicable Law and not
contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Offer Documents or necessary
in order to make the statements in the Offer Documents, in light of the circumstances under which they were made, not misleading; it being
understood that no covenant is made by Purchaser with respect to information supplied by the Company for inclusion in the Offer Documents.
Purchaser, the Company and each Seller agrees to promptly correct any information provided by it for use in the Offer Documents if and
to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions
therefrom, and Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the
SEC and to be disseminated to holders of Class A Ordinary Shares, in each case as and to the extent required by Applicable Law. The
Company shall promptly furnish or otherwise make available to Purchaser or Purchaser’s legal counsel all information concerning
the Company and the Company’s shareholders that may be required in connection with any action contemplated by this Section 2.03(e) (which
for the avoidance of doubt, shall not include any financial statements of the Company). The Company and its counsel shall be given reasonable
opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Purchaser agrees to provide the Company
and its counsel with any comments Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents
promptly after receipt of such comments. Purchaser shall respond promptly to any comments of the SEC or its staff with respect to the
Offer Documents or the Offer. Purchaser shall provide the Company and its counsel a reasonable opportunity to participate in the formulation
of any response to any such comments of the SEC or its staff and a reasonable opportunity to participate in any discussions with the SEC
or its staff concerning such comments.
(f) Payment;
Funds; Proration. On the terms specified herein and subject only to the satisfaction or, to the extent waivable by Purchaser, waiver
of the Offer Conditions, Purchaser shall irrevocably accept for payment and purchase, and pay for, a number of Class A Ordinary Shares
validly tendered (and not validly withdrawn) up to the Offer Cap on or prior to the Expiration Time (and further subject to the proration
procedures described in this Section 2.03(f)) pursuant to the Offer (and each shareholder shall be permitted to tender any
or all of the Class A Ordinary Shares held by such shareholder) as promptly as practicable (and in any event within two Business
Days) after the Expiration Time (such time of acceptance, the “Offer Acceptance Time”) subject to the Offer Cap, provided
that, notwithstanding anything herein to the contrary, subject to the satisfaction, or waiver by Purchaser in accordance with the terms
hereof, of the Offer Conditions, in the event that Class A Ordinary Shares representing more than the Offer Cap are validly tendered
in the Offer and not validly withdrawn as of the Expiration Time, Purchaser shall purchase from each tendering shareholder such tendering
shareholder’s pro rata portion of the total number of Class A Ordinary Shares validly tendered and not validly withdrawn, such
that up to 13,237,834 of the issued and outstanding Class A Ordinary Shares as of immediately prior to the Expiration Time are acquired
pursuant to the Offer. The Offer Price payable in respect of each Class A Ordinary Share validly tendered and not validly withdrawn
pursuant to the Offer shall be paid to the tendering shareholders in cash, without interest thereon, less any applicable withholding Tax,
on the terms and subject to the conditions set forth in this Agreement as soon as practicable after the Offer Acceptance Time (as the
same may be extended or required to be extended).
(g) Adjustments.
If, between the date of this Agreement and the Offer Acceptance Time, the outstanding Class A Ordinary Shares are changed into a
different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split,
consolidation of shares, reclassification, recapitalization or other similar transaction, then the Offer Price shall be appropriately
adjusted (it being understood that nothing in this Section 2.03(g) shall be construed to permit the Company to take any
action that is expressly prohibited by the terms of this Agreement).
(h) Updates.
Purchaser shall use reasonable efforts to keep the Company reasonably informed on a reasonably current basis of the status of the Offer,
including with respect to the number of Class A Ordinary Shares that have been validly tendered and not validly withdrawn in accordance
with the terms of the Offer, and with respect to any material developments with respect thereto and, upon the Company’s reasonable
written request, use reasonable efforts to provide the Company as soon as reasonably practicable with the most recent report then available
detailing the number of Class A Ordinary Shares that have been validly tendered and not validly withdrawn in accordance with the
terms of the Offer.
Section 2.04 Company
Actions in Connection with Offer.
(a) Schedule 14D-9.
As promptly as practicable after the Offer Commencement Date, following the filing of the Schedule TO, the Company shall (i) file
with the SEC and disseminate to holders of Class A Ordinary Shares, in each case as and to the extent required by applicable federal
securities laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits, amendments or
supplements thereto, the “Schedule 14D-9”) that shall reflect clause (2) of the Company Board Recommendation
and (ii) otherwise comply with the requirements of Rule 14d-9 promulgated under the Exchange Act, as and to the extent required
by Applicable Law. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the Exchange
Act and other Applicable Law and not contain any untrue statement of a material fact or omit to state any material fact required to be
stated in the Schedule 14D-9, in light of the circumstances under which they were made, not misleading; it being understood that
no covenant is made by the Company with respect to information supplied by Purchaser for inclusion in the Schedule 14D-9. Unless
requested otherwise by the Company, Purchaser shall cause the Schedule 14D-9 to be mailed or otherwise disseminated to the holders
of Class A Ordinary Shares together with the Offer Documents. The Company shall respond promptly to any comments of the SEC or its
staff with respect to the Schedule 14D-9. Each of Purchaser, Sellers and the Company agrees to promptly correct any information provided
by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material
respect, and to correct any material omissions therefrom, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9
as so corrected to be filed with the SEC and to be disseminated to holders of Class A Ordinary Shares, in each case as and to the
extent required by Applicable Law. Purchaser shall promptly furnish or otherwise make available to the Company or its legal counsel all
information concerning Purchaser and its shareholders that may be required in connection with any action contemplated by this Section 2.04(a).
Purchaser and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto
prior to the filing thereof with the SEC; provided, however, that the Company shall not be required, subject to compliance
with Section 6.02(e), to give Purchaser such opportunity to review and comment in connection with any such amendment that
relates to any Acquisition Proposal or any Adverse Recommendation Change. The Company agrees to provide Purchaser and its counsel with
any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt
of such comments. The Company shall respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9.
(b) Shareholder
Lists. The Company shall cause its transfer agent to promptly furnish to Purchaser a list of the Company’s shareholders, mailing
labels and any available listing or computer file containing the names and addresses of all record holders of Class A Ordinary Shares
and lists of securities positions of Class A Ordinary Shares held in stock depositories, in each case accurate and complete as of
the most recent practicable date, and shall provide to Purchaser such additional information (including updated lists of shareholders,
mailing labels and lists of securities positions) and such other assistance as Purchaser may reasonably request in connection with the
commencement of the Offer. Purchaser and its agents shall hold in confidence the information contained in any such labels, listings and
files, shall use such information only in connection with the Offer the other Transactions and, promptly following the earlier of (a) the
termination of this Agreement and (b) the Expiration Time, shall destroy and shall use its reasonable best efforts to cause its agents
to destroy, all copies and any extracts or summaries from such information then in their possession or control. The information contained
in any such mailing labels, lists or files shall be subject in all respects to the Confidentiality Agreement.
Section 2.05 Adjustments
at the Effective Time and the Subsequent Subscription Effective Time.
(a) Adjustments
at the Effective Time. Notwithstanding anything in this Agreement to the contrary, if at any time during the period between the date
of this Agreement and the Effective Time, any change in the outstanding Company Ordinary Shares shall occur by reason of any reclassification,
recapitalization, share sub-division or consolidation, exchange or readjustment of shares, or any share dividend or share distribution
thereon with a record date during such period, the Sale Price and Offer Price shall be equitably adjusted to provide the same commercial
effect (as to both economic and voting rights of the relevant shares) as contemplated by this Agreement. Nothing in this Section 2.05(a) shall
be construed to permit any action that is otherwise prohibited or restricted by any other provision of this Agreement.
(b) Adjustments
at the Subsequent Subscription Effective Time. Notwithstanding anything in this Agreement to the contrary, if at any time during the
period between the date of this Agreement and the Subsequent Subscription Effective Time, any change in the outstanding Company Ordinary
Shares shall occur by reason of any reclassification, recapitalization, share sub-division or consolidation, exchange or readjustment
of shares, or any share dividend or share distribution thereon with a record date during such period, the Subsequent Subscription Price
shall be equitably adjusted to provide the same commercial effect (as to both economic and voting rights of the relevant shares) as contemplated
by this Agreement. Nothing in this Section 2.05(b) shall be construed to permit any action that is otherwise prohibited
or restricted by any other provision of this Agreement.
Section 2.06 Deliverables
at the Closing and the Subsequent Closing.
(a) By
Sellers. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Seller shall deliver or cause
to be delivered to the Purchaser duly executed share transfers by such Seller in favor of Purchaser accompanied by the existing share
certificates for the Sale Shares (if any) (or a duly executed indemnity in lieu thereof).
(b) By
Purchaser. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall deliver or cause
to be delivered to Sellers’ Representative a copy of the minutes of a duly held meeting of the board of directors of Purchaser authorizing
the execution, delivery and performance by Purchaser of this Agreement, such copy minutes being certified as correct by the secretary
of Purchaser.
(c) By
Company:
(i) Upon
the terms and subject to the conditions set forth in this Agreement, at the Closing, the Company shall deliver or cause to be delivered
to the Purchaser:
(A) the
Closing Subscription Shares in book-entry form on the books and records of the transfer agent, and shall update its statutory registers
to reflect the issue and allotment of the Closing Subscription Shares to the Purchaser; and
(B) evidence
that the Amendment Proposal has been approved by the shareholders of the Company and the Company has adopted the Amended Articles, such
that the Amended Articles shall be in full force and effect as at immediately prior to the Closing or will automatically come into full
force and effect simultaneously with the occurrence of the Closing.
(ii) Upon
the terms and subject to the conditions set forth in this Agreement, at the Subsequent Closing, the Company shall deliver or cause to
be delivered to the Purchaser, the Subsequent Subscription Shares in book-entry form on the books and records of the transfer agent, and
shall update its statutory registers to reflect the issue and allotment of the Subsequent Subscription Shares to the Purchaser.
(d) By
the Club: Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Company shall deliver or cause
to be delivered to the Purchaser duly adopted resolutions (whether adopted at a meeting or in writing) of the board of directors of the
Club and the executive committee of the board of directors of the Club delegating authority and responsibility for certain matters, in
each case with effect from the Closing and in the form agreed by the Sellers and Purchaser on or prior to the date of this Agreement,
as well as a duly adopted resolution of the immediate parent company of the Club as shareholder in the Club, and resolutions of the executive
committee of the immediate parent company of the Club, in connection with the foregoing in the form agreed by the Sellers and Purchaser
on or prior to the date of this Agreement.
Section 2.07 Directors
and Officers of the Company Following Closing.
(a) The
parties shall take all necessary action such that:
(i) John
Reece and Rob Nevin shall become directors of the Company as of immediately after the Effective Time; and
(ii) Sir
Dave Brailsford and Jean-Claude Blanc shall become directors of the Club as of immediately after the Effective Time,
and, in each case, such directors shall
hold office in accordance with the terms of the Governance Agreement and the Organizational Documents of the Club and the Company (as
applicable).
Article III.
Payments
Section 3.01 Certain
Payments.
(a) Payment
for the Sale Shares. Prior to or at Closing, the Purchaser shall pay the aggregate sums referred to in Section 2.01(a)(i) to
the Sellers in U.S. Dollars to such bank account as shall be notified to the Purchaser by Sellers’ Representative for such
purpose no later than five (5) Business Days prior to the Closing Date (the “Sellers’ Account”). Payment
of such amounts to such account shall satisfy the Purchaser’s obligations to pay the Sale Price to the Sellers, and neither the
Purchaser nor the Company shall otherwise be concerned as to the allocation of the Sale Price as between the Sellers.
(b) Payment
for the Closing Subscription Shares: Prior to or at the Closing Date, the Purchaser shall pay the aggregate amount of the Closing
Subscription Price to the Company in U.S. Dollars to such bank account as shall be notified to the Purchaser by the Company for such
purpose no later than five (5) Business Days prior to the Closing Date. Payment of such amount to such account shall satisfy the
Purchaser’s obligation to pay the Closing Subscription Price to the Company.
(c) Payment
for the Subsequent Subscription Shares: Prior to or at the Subsequent Closing Date, the Purchaser shall pay the aggregate amount of
the Subsequent Subscription Price to the Company in U.S. Dollars to such bank account as shall be notified to the Purchaser by the
Company for such purpose no later than two (2) Business Days prior to the Subsequent Closing Date. Payment of such amount to such
account shall satisfy the Purchaser’s obligation to pay the Subsequent Subscription Price to the Company.
Section 3.02 Withholding
Rights and VAT.
(a) Each
of Purchaser, the Company and its Subsidiaries shall be entitled to deduct and withhold from the consideration otherwise payable to any
Person pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment pursuant
to the Code or under any provision of federal, state, local or foreign Tax Law. Purchaser shall provide prior notice to the Company of
any such deduction or withholding (other than (i) payroll withholding because of the compensatory nature of the applicable payment
or (ii) U.S. backup withholding) and shall use reasonable best efforts to cooperate with the Company to minimize or eliminate
such deduction or withholding to the extent permitted by Law. To the extent that amounts are so deducted or withheld and paid over to
the appropriate Governmental Authority by Purchaser, the Company, its Subsidiaries, as the case may be, such deducted or withheld amounts
shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding
was made.
(b) The
parties agree that the Sale Price is exclusive of any applicable VAT chargeable thereon. In the event that a Governmental Authority determines
the Sale Price to be consideration for a taxable supply and for VAT to be chargeable thereon, then, Purchaser shall (where applicable)
increase the Sale Price, and the Sale Price shall be deemed to be increased, by the amount of such VAT.
Section 3.03 Treatment
of Company Restricted Share Awards. In accordance with Section 13.2 of the Company Equity
Plan, each Company Restricted Share Award outstanding immediately prior to the Effective Time shall continue to subsist subject to the
Company Equity Plan rules and shall not be affected by the Transactions.
Article IV.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS
Except (i) as set forth
in the Company Disclosure Letter or (ii) as disclosed in the Company SEC Documents filed by the Company prior to the date hereof,
the Company represents and warrants to Purchaser as follows:
Section 4.01 Corporate
Existence and Power.
(a) The
Company is an exempted company duly organized, validly existing and in good standing under the Laws of the Cayman Islands and has all
corporate power and authority required to carry on its business as currently conducted, except where the failure to have such power and
authority would not have a Company Material Adverse Effect. The Company is duly qualified to do business as a foreign entity and, where
such concept is recognized, is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification
necessary, except where the failure to be so qualified and in good standing would not have a Company Material Adverse Effect.
(b) Each
of the Subsidiaries of the Company (i) has been duly organized or, as the case may be, incorporated and is validly existing and,
where such concept is recognized, in good standing under the Applicable Laws of the jurisdiction of its organization or, as the case may
be incorporation; (ii) is duly qualified to do business and, where such concept is recognized, is in good standing as a foreign entity
in all jurisdictions in which the conduct of its business or the activities it is engaged makes such licensing or qualification necessary,
except where the failure to be so qualified and in good standing would not have a Company Material Adverse Effect; and (iii) has
all corporate power and authority required to carry on its business as currently conducted, except where the failure to have such power
and authority would not have a Company Material Adverse Effect.
Section 4.02 Corporate
Authorization.
(a) The
Company has all requisite corporate power and authority to execute and deliver this Agreement, the Governance Agreement and the Ancillary
Agreements to which it is party, to perform its obligations hereunder and thereunder and, subject to the receipt of the Required Company
Shareholder Approval, to consummate the Transactions (other than the Offer). The execution, delivery and performance by the Company of
this Agreement, the Governance Agreement and the Ancillary Agreements to which it is party have been duly and validly authorized by all
necessary corporate action, subject to the receipt of the Required Company Shareholder Approval by way of shareholders’ special
resolutions, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this
Agreement, the Governance Agreement and the Ancillary Agreements to which it is party or for the Company to consummate the Transactions.
Assuming the due authorization, execution and delivery by Purchaser and each Seller of this Agreement, the Governance Agreement and the
applicable Ancillary Agreements to which they are party, this Agreement, the Governance Agreement and the Ancillary Agreements to which
the Company is party have been duly and validly executed and delivered by the Company and constitutes the legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting
creditors’ rights and remedies generally and (ii) the remedies of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought (collectively,
the “Enforceability Exceptions”).
(b) The
Company Board has duly adopted resolutions: (i) determining that it is in the best interests of the Company for the Company to execute,
deliver and perform this Agreement, the Governance Agreement the Ancillary Agreements and the Transactions (other than the sale and purchase
of the Sale Shares); (ii) approving the execution, delivery and performance by the Company of this Agreement, the Governance Agreement
and the Ancillary Agreements; (iii) determining to direct that the Amendment Proposal be submitted to the shareholders of the Company
for their approval; (iv) resolving to recommend that the Company’s shareholders (1) approve the adoption of the Amended
Articles and (2) tender their Class A Ordinary Shares to Purchaser pursuant to the Offer, in each case with effect from Closing
and in the form agreed by the Sellers and Purchaser on or prior to the date of this Agreement.
Section 4.03 Governmental
Authorization. The execution, delivery and performance by the Company and Sellers of this Agreement,
the Governance Agreement and the Ancillary Agreements to which they are party and the consummation by the Company and Sellers of the Transactions
require no consent, approval or authorization of, or filing with, any Governmental Authority other than (i) the filing of the Amendment
Proposal and related documentation with the Registrar of Companies of the Cayman Islands pursuant to the CICA, (ii) in compliance
with and filings or notifications under any applicable requirements of competition, antitrust, merger control or investment Laws (“Antitrust
Laws”), (iii) in compliance with any applicable requirements of the Securities Act, the Exchange Act and any other
applicable U.S. state or federal securities, takeover or “blue sky” Laws, (iv) such other items required solely
by reason of the participation of Purchaser in the Transactions, (v) in compliance with any applicable rules of NYSE, (vi) compliance
with the PL Rules and the FA Rules, and/or (vii) where failure to take any such actions or filings would not have a Company
Material Adverse Effect.
Section 4.04 Non-Contravention.
Except as set forth on Section 4.04 of the Company Disclosure Letter, the execution, delivery and performance by the Company
of this Agreement, the Governance Agreement and the Ancillary Agreements to which it is party and the consummation by the Company of the
Transactions do not and will not (i) contravene, conflict with or result in any violation or breach of any provision of the amended
and restated memorandum and articles of association of the Company or comparable Organizational Documents of any of the Company’s
Subsidiaries, (ii) assuming that the consents, approvals, authorizations and filings referred to in Section 4.03 have
been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any
such consent has been satisfied or waived, and subject to obtaining the Required Company Shareholder Approval, contravene, conflict with
or result in a violation or breach of any Applicable Law, or (iii) assuming that the consents, approvals, authorizations and filings
referred to in Section 4.03 have been obtained or made, any applicable waiting periods referred to therein have terminated
or expired and any condition precedent to any such consent has been satisfied or waived, and subject to obtaining the Required Company
Shareholder Approval, require any consent by any Person under, constitute a default, or an event that, with or without notice or lapse
of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of
any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled under any Company Material
Contract, except in the case of clauses (ii) and (iii) above, any such violation, breach, default, right, termination,
amendment, acceleration, cancellation, or loss that would not, individually or in the aggregate, have a Company Material Adverse Effect.
Section 4.05 Capitalization;
Subsidiaries.
(a) As
of the close of business on December 22, 2023 (the “Capitalization Date”), (i) the authorized share capital
of the Company is $325,000 divided into 650,000,000 shares of a par value of $0.0005 each per share, and (ii) there were outstanding
(w) 52,951,335 Class A Ordinary Shares, (x) 110,207,613 Class B Ordinary Shares and (y) Company Restricted Share
Awards covering an aggregate of 382,079 Class A Ordinary Shares.
(b) All
outstanding Company Ordinary Shares have been, and all shares that may be issued pursuant to the Company Equity Plan will be, when issued
in accordance with the respective terms thereof, duly authorized and validly issued and are fully paid and nonassessable. Section 4.05(b) of
the Company Disclosure Letter contains, as of the Capitalization Date, a complete and correct list of each outstanding Company Restricted
Share Award, including, as applicable, the holder, date of grant, the number of Company Ordinary Shares subject to such Company Restricted
Share Award as of the date of this Agreement and vesting schedule.
(c) Except
as provided in Section 4.05(a) and for changes since the Capitalization Date resulting from the vesting or other conversion
to Company Ordinary Shares of Company Restricted Share Awards outstanding on such date or granted after the date of this Agreement, there
are no outstanding (i) share capital or voting securities of the Company, (ii) securities of the Company convertible into or
exchangeable for share capital or voting securities of the Company or (iii) options or other rights to acquire from the Company,
or other obligation of the Company to issue, any share capital, voting securities or securities convertible into or exchangeable for share
capital or voting securities of the Company.
(d) Each
Subsidiary of the Company on the date hereof is listed on Section 4.05(d) of the Company Disclosure Letter, along with
the Company’s direct and indirect ownership percentage in respect of each such Subsidiary. Except for the Subsidiaries of the Company,
the Company does not own any shares of capital stock, or any equity interests of any other Person. As of the date hereof, the Company
has not agreed, nor is it obligated to make, any investment in or capital contribution to any other Person.
(e) All
outstanding share capital of the Subsidiaries of the Company are validly issued, fully paid (to the extent required under the applicable
governing documents) and nonassessable, and all such shares are owned, directly or indirectly, by the Company free and clear of any Liens
(other than Permitted Liens). No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls,
commitments, rights agreements or other agreements calling for it to issue, deliver or sell, or cause to be issued, delivered or sold
any of its equity securities or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase
or otherwise receive any such equity security or obligating such Subsidiary to grant, extend or enter into any such subscriptions, options,
warrants, calls, commitments, rights agreements or other similar agreements (except, in each case, to or with the Company or any of its
Subsidiaries). There are no outstanding contractual obligations of any Subsidiary of the Company to repurchase, redeem or otherwise acquire
any of its share capital or other equity interests.
Section 4.06 Company
SEC Documents; Company Financial Statements; Disclosure Controls.
(a) Since
June 30, 2021, to the Knowledge of the Company, the Company has filed or otherwise furnished (as applicable) with the SEC all material
forms, documents and reports required to be filed or furnished prior to the date hereof by it with the SEC (such forms, documents and
reports so filed or furnished by the Company or any of its Subsidiaries with the SEC since such date, as have been supplemented, modified
or amended since the time of filing, including, the Schedule 14D-9 collectively, the “Company SEC Documents”).
As of its respective filing date, or, if amended, as of the date of the last such amendment, each Company SEC Document complied in all
material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable rules and
regulations promulgated thereunder applicable to such Company SEC Document, and none of the Company SEC Documents at the time it was filed
contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in
order to make the statements made therein, in light of the circumstances under which they were made not misleading (or, in the case of
a Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act,
as of the date such registration statement or amendment became effective, contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary to make the statements made therein not misleading). The consolidated
financial statements (including all related notes) of the Company included in the Company’s Annual Report on Form 20-F for
the fiscal year ended June 30, 2023 (collectively, the “Company Financial Statements”) (i) have been prepared
in accordance with IFRS applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes
thereto) and (ii) fairly present in all material respects the consolidated financial position and the consolidated results of operations,
cash flows and changes in shareholders’ equity of the Company and its consolidated Subsidiaries as of the dates and for the periods
referred to therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustments, to the absence of notes
and to any other adjustments described therein, including in any notes thereto). The information with respect to the Company that the
Company furnishes to Purchaser in writing specifically for use in the Schedule TO and the Offer Documents, at the time of the filing
of the Schedule TO and at the time of any distribution or dissemination of the Offer Documents, will not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading. Notwithstanding anything else to the contrary set forth in this Agreement, the Company makes
no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of
Purchaser for inclusion or incorporation by reference in the Schedule TO or the Company SEC Documents.
(b) The
Company has established and maintains, adheres to and enforces a system of internal accounting controls that are effective in providing
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS,
including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect
the material transactions and dispositions of the assets of the Company and its Subsidiaries, (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures
of the Company and its Subsidiaries are being made only in accordance with the appropriate authorizations of management and the Company
Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of the assets of the Company and its Subsidiaries that could have a material effect on the Company’s financial statements.
(c) The
Net Debt Statement: (i) has been prepared from the accounting records of the Group Companies with reasonable care and attention,
applying the same accounting practices, treatments, methodologies, categorizations and policies (including in relation to the exercise
of accounting discretion and judgment) used in the preparation of the Company Financial Statements (the “Accounting Principles”)
and (ii) does not materially misstate the Company Debt and Cash of the Group Companies as at the Net Debt Statement Date. To the
Knowledge of the Company, there has been no material change to Company Debt or Cash between the Net Debt Statement Date and the date of
this Agreement.
Section 4.07 Absence
of Certain Changes. Between the Company Balance Sheet Date and the date of this Agreement, except
as otherwise contemplated or permitted by this Agreement and for the Transactions, (i) a Company Material Adverse Effect has not
occurred, and (ii) the business of the Group Companies has been conducted, in all material respects, in the ordinary course of business
consistent with past practice.
Section 4.08 No
Undisclosed Liabilities. As of the date of this Agreement, there is no liability, debt or obligation
of or claim against a Group Company of a type required to be reflected or reserved for on a consolidated balance sheet prepared in accordance
with IFRS, except for liabilities and obligations (a) reflected, disclosed or reserved for on the Company Balance Sheet or disclosed
in the notes thereto included in the Company SEC Documents, (b) that have arisen since the Company Balance Sheet Date in the ordinary
course of the operation of business of the Group Companies, (c) incurred in connection with this Agreement or the Transactions, (d) which
have been discharged or paid prior to the date of this Agreement, (e) disclosed in Section 4.08 of the Company Disclosure
Letter or (f) which would not have a Company Material Adverse Effect.
Section 4.09 Company
Material Contracts.
(a) Section 4.09(a) of
the Company Disclosure Letter sets forth, as of the date hereof, a true and complete list of each Contract, excluding any Plans, to which
a Group Company is a party, and which falls within any of the following categories:
(i) any
joint venture or partnership agreement that is material to the operation of the Group Companies, taken as a whole;
(ii) any
Contract (excluding any Contract with any Player) that involves annual future expenditures or receipts by a Group Company of more than
£5,000,000;
(iii) except
with respect to indebtedness set forth in the Company SEC Documents, the Company Finance Facilities or indebtedness between or among the
Company and its Subsidiaries, any Contract (excluding any Contract with any Player) relating to (A) indebtedness for borrowed money
or evidenced by promissory notes or debt securities or (B) any financial guarantee, in each case of clauses (A) and (B) in
excess of £2,500,000 individually;
(iv) other
than related to the transfer of Players, any Contract relating to an acquisition, divestiture, merger or similar transaction that has
continuing indemnification, guarantee, “earn-out” or other contingent payment obligations on a Group Company (other than indemnification
or guarantee obligations contained in commercial or real property Contracts entered into by the Company or any of its Subsidiaries in
the ordinary course of business consistent with past practice), in each case, that could result in payments in excess of £2,000,000;
(v) any
Contract between or among the Company or any of its Subsidiaries, on the one hand, and any directors, executive officers (as such term
is defined in the Exchange Act) or any beneficial owner of five (5) percent or more of any class of Company Ordinary Shares (other
than the Company) or any Affiliate or immediate family member or trust of the foregoing (or immediate family member or family trust of
an Affiliate of the foregoing), on the other hand
(vi) any
Contract that by its terms limits the payment of dividends or other distributions to shareholders by the Company or any Subsidiary of
the Company;
(vii) any
Contract that involves the transfer (or a permanent or temporary basis) of a Player to or from the Company, any of Subsidiaries and each
of their respective Affiliates which are dated within 12 months of the date of this Agreement and under which any amounts in excess of
£1,000,000 are or may be payable or receivable;
(viii) any
Contract relating to or involving stadium naming rights and/or material sponsorship, in each case, under which the Group Companies paid
or received in excess of £1,000,000 during the twelve (12) month period prior to the date hereof;
(ix) any
Contract under which the Group Companies paid or received in excess of £1,000,000 granting broadcasting rights with respect to matches
in which the Football Club is a participant;
(x) any
other “material contract” (as such term is defined in Paragraph 4 Item 19 of Form 20-F) (other than in respect of
real property); and
(xi) any
ambassador agreement under which the Group Companies paid or received in excess of £200,000 during the twelve (12) month period
prior to the date hereof, or material e-commerce arrangement, including those such agreements included in folder numbers 5.4, 5.5 and
5.6 of the virtual “data room” established by the Company or its Representatives in connection with the Transactions.
Each Contract of the type
described in this Section 4.09(a) and Section 4.09(c)(i)-(ii) other than this Agreement,
is, together with the Company Finance Facilities, referred to herein as a “Company Material Contract”. True and complete copies
of each Company Material Contract, as of the date of this Agreement, have been made available by the Company to Purchaser or publicly
filed with the SEC.
(b) As
of the date of this Agreement, except as set forth on Section 4.09(b) of the Company Disclosure Letter, (i) each
Company Material Contract is a valid, binding and enforceable obligation of the Company or one of its Subsidiaries and, to the Knowledge
of the Company, of the other party or parties thereto, in accordance with its terms, subject to the Enforceability Exceptions, (ii) each
Company Material Contract is in full force and effect, except to the extent any Company Material Contract expires or terminates in accordance
with its terms in the ordinary course of business, (iii) none of the Company or any of its Subsidiaries has received written notice
of any violation or default under any Company Material Contract, and (iv) the Company and each of its Subsidiaries has in all material
respects performed all obligations required to be performed by it under each Company Material Contract, except, in each case, as would
not have a Company Material Adverse Effect.
(c) Exhibit B
provides:
(i) a
list of all the contracts, or other agreements and arrangements entered into between any Group Company, Seller or any of their respective
Representatives or Affiliates on the one hand and any Playing Staff on the other hand which are in force as at the date of this Agreement
and under which the Group Companies paid or received in excess of £1,000,000 per annum; and
(ii) a
list of all the contracts or other agreements and arrangements (including third party representation agreements) entered into between
any Group Company, Seller or any of their respective Representatives or Affiliates on the one hand, and any agents or intermediaries on
the other hand which are in force at the date of this Agreement and under which any amounts are or may be payable in excess of £1,000,000
per annum;
(iii) all
of the contracts referred to in (c)(i) and (ii) above, together with all the amounts which (1) will be due or payable by
any Group Company, Seller or any of their respective Affiliates or Representatives to any Person or (2) may be received by the Company
from any Person, in relation to permanent or temporary transfers, or employment of Playing Staff, are accurately disclosed in folder number
5.4.2.8 of the virtual “data room” established by the Company or its Representatives in connection with the Transactions;
(iv) the
Company or another Group Company is the legal and beneficial owner of all rights and interest, of whatever nature, in the registration
of each Player subject to the contracts listed in Exhibit B and (except with respect to temporary transfers or Players whose
registration has been transferred to another football club) it holds each such registration absolutely and free from any Lien or other
encumbrance whatsoever;
(v) none
of the Players subject to the contracts listed in Exhibit B:
(A) has,
to the Knowledge of the Company, been charged with or found guilty of any doping offence, or failed to attend any required anti-doping
test and/or failed to comply with relevant requirements for providing applicable whereabouts information, in each case under national
and/or international anti-doping regulations; or
(B) is
subject to any existing or pending football disciplinary suspension which may prevent him from playing for the Company’s first team
for more than 5 matches; or
(C) is,
to the Knowledge of the Company, subject to any regulatory or criminal investigation or has been arrested or charged in connection with
any criminal offence (excluding any driving offences that are not punishable by a custodial sentence).
Section 4.10 Compliance
with Applicable Laws; Company Licenses; Data Privacy & Security.
(a) Except
with respect to matters set forth on Section 4.10(a) of the Company Disclosure Letter, the Group Companies are, as of
the date of this Agreement, in compliance with all Applicable Laws, except where the failure to be in compliance with such Laws would
not have a Company Material Adverse Effect.
(b) Except
as set forth on Section 4.10(b) of the Company Disclosure Letter, the Group Companies hold all material regulatory permits,
approvals, licenses and other authorizations, including franchises and ordinances issued or granted to the Group Companies by a Governmental
Authority (the “Company Licenses”) that are required for the Group Companies to conduct their business, as presently
conducted, except where the failure to hold Company Licenses would not have a Company Material Adverse Effect.
(c) Each
Company License is valid and in full force and effect and has not, during the past two (2) years, been suspended, revoked, cancelled
or adversely modified, except where the failure thereof to be in full force and effect, or the suspension, revocation, cancellation or
modification thereof, would not have a Company Material Adverse Effect. No Company License is subject to any conditions or requirements
that have not been imposed generally upon licenses in the same service, unless such conditions or requirements are set forth on the face
of the applicable authorization or would not have a Company Material Adverse Effect. To the Knowledge of the Company, during the past
two (2) years, there has not been any event, condition or circumstance that would preclude any Company License from being renewed
in the ordinary course (to the extent that such Company License is renewable by its terms), except where the failure thereof to be renewed
would not have a Company Material Adverse Effect.
(d) The
licensee of each Company License is in compliance with such Company License and during the past two (2) years, has fulfilled and
performed all of its obligations with respect thereto, except in each case, where such failure to comply, fulfill or perform its obligations
would not have a Company Material Adverse Effect.
(e) Except
as set forth on Section 4.10(e) of the Company Disclosure Letter, in connection with their collection, storage, transfer
and/or use of any personally identifiable information under any Data Privacy and Security Laws from any individuals (collectively “Personal
Information”), during the past two (2) years, the Group Companies have complied with applicable requirements under Applicable
Laws governing the privacy and security of Personal Information, including, to the extent applicable to the Group Companies, the General
Data Protection Regulation 2016/679, as amended, as incorporated into the law of the United Kingdom under the European Union (Withdrawal)
Act 2018 and the Data Protection Act 2018, as amended (collectively, the “Data Privacy and Security Laws”), the Group
Companies’ website privacy policies and the requirements of any Contract to which a Group Company is a party, in each case relating
to the privacy and security of Personal Information, and except as would not have a Company Material Adverse Effect. Except as would not
have a Company Material Adverse Effect, the Group Companies have reasonable best physical, technical, organizational and administrative
security measures and policies in place designed to protect all Personal Information collected by them from and against unauthorized access,
use and/or disclosure. None of the Group Companies has received written communication from any Governmental Authority that alleges that
such Group Company is not in compliance with any Data Privacy and Security Laws, except as would not have a Company Material Adverse Effect.
Except as set forth on Section 4.10(e) of the Company Disclosure Letter, to the Knowledge of the Company, except as would
not have a Company Material Adverse Effect, there have been no material breaches, violations, outages or unauthorized uses of or accesses
to Personal Information held by the Group Companies that required notification to a Governmental Authority.
(f) The
Company and its Subsidiaries are, as of the date of this Agreement, in compliance with all Anti-Corruption Laws, except as would not have
a Company Material Adverse Effect.
Section 4.11 Company
Litigation. Except as set forth on Section 4.11 of the Company Disclosure Letter,
as of the date of this Agreement, there are no pending or, to the Knowledge of the Company, threatened, lawsuits, actions, suits, claims
or other proceedings at law or in equity or, to the Knowledge of the Company, investigations before or by any Governmental Authority against
a Group Company that would have a Company Material Adverse Effect. There is no unsatisfied judgment or any open injunction binding upon
a Group Company which would have a Company Material Adverse Effect.
Section 4.12 Real
Property.
(a) Section 4.12(a) of
the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of all Owned Real Property that
is material to the conduct of the business of the Group Companies as currently conducted. Except as set forth on Section 4.12(a) of
the Company Disclosure Letter or except as would not have a Company Material Adverse Effect, as of the date of this Agreement, a Group
Company is the legal and beneficial owner of such Owned Real Property, subject only to Permitted Liens.
(b) Section 4.12(b) of
the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of all Leased Real Property that
is material to the conduct of the business of the Group Companies as currently conducted. Except as set forth on Section 4.12(b) of
the Company Disclosure Letter or except as would not have a Company Material Adverse Effect, as of the date of this Agreement, (i) the
lease or sublease in respect of each Leased Real Property is valid and in full force and effect, (ii) a Group Company is solely legally
and beneficially entitled to such Leased Real Property, subject to any Permitted Liens, (iii) no Group Company has received any written
notice from any landlord of such Leased Real Property of any material outstanding breach of any lease or sublease of a Leased Real Property,
and (iv) there are no material arrears of rent currently outstanding in respect of any of the leases or subleases of the Leased Real
Property.
(c) Except
as set forth on Section 4.12(c) of the Company Disclosure Letter, or except as would not have a Company Material Adverse
Effect, as of the date of this Agreement, no Group Company has any material continuing liabilities (whether actual or contingent) in relation
to formerly owned or leased land and buildings.
(d) Except
as set forth on Section 4.12(d) of the Company Disclosure Letter, no Group Company has any option, pre-emption, right
or obligation to acquire any material land or buildings other than the Real Property.
(e) Except
as set forth on Section 4.12(e) of the Company Disclosure Letter, or except as would not have a Company Material Adverse
Effect, as of the date of this Agreement, no Group Company has received any notice from any Governmental Authority of any proceeding in
respect of compulsory purchase pending or threatened against any Real Property.
(f) Except
as would not have a Company Material Adverse Effect, as of the date of this Agreement, the current use of each Real Property that is material
to the conduct of the business of the Group Companies as currently conducted is the permitted or lawful planning use pursuant to Applicable
Law.
(g) Except
as would not have a Company Material Adverse Effect, as of the date of this Agreement, to the Knowledge of the Company there are no pending
or threatened lawsuits, actions, suits, claims or other proceedings at law or in equity affecting any Real Property that is material to
the conduct of the business of the Group Companies as currently conducted.
Section 4.13 Intellectual
Property.
(a) Section 4.13(a) of
the Company Disclosure Letter sets forth a complete and accurate list of all Registered IP, including for each item (other than domain
name registrations) the jurisdiction in which such item of Registered IP has been issued, registered or applied for and the applicable
application, registration, or serial or other similar identification number. No Proceeding is pending, or to the Knowledge of the Company
is threatened, challenging the validity, enforceability, registration, ownership or scope of any material Registered IP (excluding office
actions issued in connection with the prosecution of applications for Registered IP).
(b) The
Group Companies are the exclusive owners of the Company IP free and clear of any Liens (other than Permitted Liens) and, to the Knowledge
of the Company, have the right to use all other Intellectual Property Rights used in the conduct of the business of the Group Companies
as currently conducted, except where the failure to so own or have the right to use the applicable Intellectual Property Right would not
have a Company Material Adverse Effect. The execution, delivery and performance by the Company of this Agreement and the consummation
by the Company of the Transactions will not result in the loss, termination, or impairment of any rights of the Group Companies in any
Intellectual Property Rights used in the conduct of the business of the Group Companies as currently conducted, except for any losses,
terminations or impairments that would not, individually or in the aggregate, have a Company Material Adverse Effect.
(c) To
the Knowledge of the Company, no Group Company is currently infringing, misappropriating, diluting or otherwise violating any Intellectual
Property Right of any other Person and no Proceeding is pending or, during the twelve (12) months prior to the date of this Agreement,
has been threatened in writing and remains outstanding against any Group Company alleging any infringement, misappropriation, dilution
or other violation by such Group Company of any Intellectual Property Rights of another Person, except for any infringement, misappropriation,
dilution, violation or Proceeding that would not have a Company Material Adverse Effect.
(d) The
Group Companies have in place reasonable best measures to protect, safeguard and maintain the confidentiality of their trade secrets and
other material confidential information.
(e) The
Company IT Assets are sufficient in all material respects for the current operations of the Company and its Subsidiaries and have not
materially malfunctioned or failed in the past twelve (12) months. The Company and its Subsidiaries have implemented and maintain reasonable
best measures designed to protect the integrity, security, and availability of the Company IT Assets, as well as reasonable best data
backup, system redundancy and disaster avoidance and recovery procedures. To the Knowledge of the Company, during the past twelve (12)
months, there has been no breach of or other unauthorized access to the Company IT Assets which has resulted in the unauthorized access,
use, disclosure, modification, destruction, encryption or corruption of any information or data contained therein, except for any breaches
or unauthorized accesses which would not have a Company Material Adverse Effect.
Section 4.14 Insurance
Coverage. The Company has made available to Purchaser true and complete copies of all material
insurance policies and all material self-insurance programs and arrangements relating to the business, assets and operations of the Group
Companies (the “Insurance Policies”). Each of the Insurance Policies is in full force and effect, all premiums due
thereon have been paid in full and the Group Companies are in compliance in all respects with the terms and conditions of such Insurance
Policies, except, in each case, to the extent such non-compliance would not have a Company Material Adverse Effect.
Section 4.15 Tax
Matters. Except as would not have a Company Material Adverse Effect:
(a) all
Tax Returns required to be filed by or with respect to a Group Company have been timely filed (taking into account any extension of time
within which to file) and all such Tax Returns are true, correct and complete in all respects;
(b) all
Taxes of each Group Company shown to be due and payable on any such Tax Return have been paid;
(c) no
deficiency for any amount of Taxes has been asserted in writing or assessed by any Governmental Authority against any Group Company, except
for deficiencies that have been satisfied by payment, settled, withdrawn or otherwise resolved;
(d) as
of the date hereof, there are no audits or examinations by any Governmental Authority ongoing or pending with respect to any Taxes of
any Group Company;
(e) there
are no waivers or extensions of any statute of limitations currently in effect with respect to Taxes of any Group Company (other than
extensions that arise as a result of filing Tax Returns by the extended due date therefor);
(f) there
are no Liens for Taxes upon any property or assets of any Group Company, except for Permitted Liens;
(g) none
of the Group Companies have, within the past two (2) years, been a party to any transaction intended to qualify under Section 355
of the Code (or under so much of Section 356 of the Code as relates to Section 355 of the Code); and
(h) the
Company is treated as a U.S. domestic corporation for U.S. federal income tax purposes.
Notwithstanding anything else
in this Agreement, the representations and warranties included in this Section 4.15 and in Section 4.16 shall
constitute the only representations and warranties of the Company in this Agreement with respect to Tax matters.
Section 4.16 Employees
and Employee Benefit Plans.
(a) Section 4.16(a) of
the Company Disclosure Letter sets forth (i) a complete list, and all relevant material documentation to the extent applicable to
Senior Employees, of each material employee benefit plan (as defined in Section 3(3) of ERISA), employment, consulting, pension,
retirement, profit sharing, deferred compensation, option, change in control, retention, equity or equity-based compensation, share purchase,
employee share ownership, severance pay, bonus, medical, vision, dental, subsidized housing, employee loan, Playing Staff Support Benefit
or life insurance plans, contracts or arrangements, in each case, maintained or contributed to by the Company or any of its Subsidiaries
or required to be maintained or contributed to by the Company of its Subsidiaries for the benefit of any current or former employees,
directors, officers or consultants of the Company or any of its Subsidiaries and/or their dependents, or in respect of which the Company
or any of its Subsidiaries has an actual or contingent liability, excluding (a) any plan, contract or arrangement required by Applicable
Laws or (b) any offer letters and similar agreements that are terminable at will by the Company or its Subsidiaries with notice of
thirty days or less and without any penalty therefor (collectively, the “Plans”) and (ii) a complete list of Senior
Employees of the Company or any of its Subsidiaries, listing details of the identity of each Senior Employee and job title.
(b) Except
as would not, individually or in the aggregate, have a Company Material Adverse Effect, each Plan has been maintained and administered
in compliance with all Applicable Laws.
(c) Except
as set forth in Section 4.16(c) of the Company Disclosure Letter or required by the terms of this Agreement, neither
the execution by the Company of this Agreement nor the consummation of the Transactions will (either alone or upon occurrence of any additional
or subsequent events): (i) materially increase the amount of compensation or benefits due to any such employee, consultant or director
under any Plan; (ii) result in a material acceleration of the vesting, funding or time of payment of any compensation, equity award
or other benefit under any Plan; or (iii) result in the payment of any “excess parachute payment” within the meaning
of Section 280G of the Code.
(d) Except
as set forth in Section 4.16(d) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has
given any commitment, representations, notice, statement or communication (in each case whether verbally or in writing) concerning, to
or with any employee, group of employees, or employee representatives of the Group Companies, in relation to the execution by the Company
of this Agreement or the Transactions (either alone or upon occurrence of any additional or subsequent events) so far as it relates to
any transaction bonus or incentive or their terms and conditions of employment (including compensation, equity and benefits).
(e) Except
as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries
is the subject of any pending or, to the Knowledge of the Company, threatened proceeding alleging that the Company or any of its Subsidiaries
has engaged in any unfair labor practice under any Law and (ii) there is no pending or, to the Knowledge of the Company, threatened
labor strike, dispute, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(f) Except
as would not, individually or in the aggregate, have a Company Material Adverse Effect, the Company and each of its Subsidiaries is in
compliance with all Applicable Laws relating to employment and workers, including Laws relating to discrimination, hours of work, holiday
and the payment of wages or overtime wages.
Section 4.17 Environmental
Matters. Except as set forth on Section 4.17 of the Company Disclosure Letter, to
the Knowledge of the Company, as of the date of this Agreement, the Group Companies are in compliance with all Environmental Laws, except
for any such instance of non-compliance that would not have a Company Material Adverse Effect. Except as set forth on Section 4.17
of the Company Disclosure Letter, the Group Companies hold all permits required under applicable Environmental Laws to permit the Group
Companies to operate their assets in the manner in which they are now operated and maintained and to conduct the business of the Group
Companies as currently conducted, except where the absence of any such permit would not have a Company Material Adverse Effect. Except
as set forth on Section 4.17 of the Company Disclosure Letter, as of the date of this Agreement, there are no written claims
or notices of violation pending or, to the Knowledge of the Company, issued to or threatened, against the Company or any of its Subsidiaries
alleging violations of or liability under any Environmental Law, except for any such claim or notice that would not have a Company Material
Adverse Effect.
Section 4.18 Information
in the Proxy Statement. The Proxy Statement (and any amendment thereof or supplement thereto)
at the date mailed to the Company’s shareholders and at the time of the Company Shareholders’ Meeting to be held in connection
with the Amendment Proposal, will not contain any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation
or warranty is made by the Company or any Seller with respect to statements therein relating to Purchaser and its Affiliates, including
Purchaser, or based on information supplied by Purchaser for inclusion in the Proxy Statement or any financial projections or forward-looking
statements.
Section 4.19 Required
Vote. The affirmative vote of holders of Company Ordinary Shares representing at least two-thirds
of the votes cast by holders of Company Ordinary Shares present and voting in person or by proxy at the Company Shareholders’ Meeting
to approve the Amendment Proposal (the “Required Company Shareholder Approval”) is the only vote of the holders of
any of the Company Ordinary Shares necessary to approve the Amendment Proposal.
Section 4.20 No
Brokers. Except for Raine Securities LLC, there is no investment banker, broker, finder or other
financial intermediary that has been retained by or is authorized to act on behalf of the Company, any of its Subsidiaries, or any Seller
or any of their respective Affiliates, immediate family members or family trusts (or any immediate family members of family trusts of
any of their Affiliates) who will be entitled to any fee or commission from the Company or any of its Subsidiaries in connection with
the Transactions.
Except (i) as set forth
in the Company Disclosure Letter or (ii) as disclosed in the Company SEC Documents filed by the Company prior to the date hereof,
the Sellers (solely in respect of Sections 4.21, 4.22, 4.24 and 4.25) each severally in respect of themselves
represent and warrant to the Purchaser as follows:
Section 4.21 Seller
Existence and Power; Authorization.
(a) To
the extent applicable, each Seller is duly organized, validly existing and, where such concept is recognized, in good standing under the
Applicable Laws of the jurisdiction of its organization or formation, as the case may be, except where the failure to be in good standing
would not materially impair or delay the ability of such Seller to consummate the sale of the Sale Shares or perform its obligations under
this Agreement, the Governance Agreement and the Ancillary Agreements to which it is party.
(b) Each
Seller has all requisite power and authority, and, in the case such Seller is a natural person, is competent, to execute and deliver this
Agreement, the Governance Agreement and the Ancillary Agreements to which it is party, to perform its obligations hereunder and thereunder
and to consummate the sale of the Sale Shares. The execution, delivery and performance by each Seller of this Agreement, the Governance
Agreement and the Ancillary Agreements to which it is party have been duly and validly authorized by all necessary action on the part
of such Seller, and no other proceedings on the part of any Seller are necessary to authorize the execution and delivery of this Agreement,
the Governance Agreement and the Ancillary Agreements to which it is party or for any Seller to consummate the sale of the Sale Shares.
Assuming the due authorization, execution and delivery by the Company, Purchaser and each other Seller of this Agreement, the Governance
Agreement and the applicable Ancillary Agreements to which they are party, this Agreement, the Governance Agreement and the Ancillary
Agreements to which such Seller is party have been duly and validly executed and delivered by such Seller and constitutes the legal, valid
and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, subject to the Enforceability Exceptions.
Section 4.22 Ownership
of Shares. Each Seller: (a) as of the date hereof
is the sole record and beneficial owner of, and has good and valid title to, the Company Ordinary Shares indicated opposite its name on
Schedule B attached hereto, free and clear of all Liens (other than restrictions on securities imposed by Applicable Laws); (b) as
of the date hereof is the sole holder of all the voting rights attached to such Company Ordinary Shares and, other than pursuant
to the Voting Agreement, has not, directly or indirectly, granted any proxies or powers of attorney with respect to any such shares, deposited
any such shares into a voting trust or entered into a voting agreement or similar arrangement or commitment with respect to such shares.
Upon the transfer and delivery of the Sale Shares by such Seller to Purchaser at the Closing pursuant to this Agreement, Purchaser will
receive good and valid title to such Sale Shares, free and clear of all Liens; and (c) as of Closing, shall have the power to transfer
or procure the transfer of each of the Sale Shares, free and clear of all Liens (other than restrictions on securities imposed by Applicable
Laws).
Section 4.23 Ownership
of Proxyholder. The Proxyholder (as defined in the
Voting Agreement) is, and until the Amendment Proposal has been approved by the shareholders of the Company will be, wholly owned by the
Seller’s Representative.
Section 4.24 Seller
Non-Contravention. The execution, delivery and performance by such Seller of this Agreement,
the Governance Agreement and the Ancillary Agreements to which it is party, the consummation by such Seller of the sale of the Sale Shares
and the compliance by such Seller with any of the provisions of this Agreement, the Governance Agreement and the Ancillary Agreements
to which it is party does not (i) to the extent such Seller is not a natural person, contravene, conflict with or result in any violation
or breach of any provision of the Organizational Documents of such Seller, (ii) assuming the consents, approvals, authorizations
and filings referred to in Section 4.03 above have been obtained or made, any applicable waiting periods referred to therein
have terminated or expired and any condition precedent to any such consent has been satisfied or waived, contravene, conflict with or
result in a violation or breach of any Applicable Law or (iii) assuming compliance with the matters referred to in Section 4.03
above, require any consent by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both,
would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation
or the loss of any benefit to which such Seller is entitled under any Contract, except in the case of clauses (ii) and (iii) above,
any such violation, breach, default, right, termination, amendment, acceleration, cancellation or loss that would not, individually or
in the aggregate, materially impair or delay the ability of such Seller to consummate the sale of the Sale Shares or perform its obligations
under this Agreement, the Governance Agreement and the Ancillary Agreements to which it is party on a timely basis.
Section 4.25 Seller
Litigation. As of the date of this Agreement, there are no pending or threatened, lawsuits, actions,
suits, claims or other proceedings at law or in equity or investigations before or by any Governmental Authority against such Seller that
would reasonably be expected to materially impair the ability of such Seller to consummate the sale of the Sale Shares or perform its
obligations under this Agreement, the Governance Agreement and the Ancillary Agreements to which it is party. To the Knowledge of such
Seller, there is no unsatisfied judgment or any open injunction binding upon such Seller which would reasonably be expected to materially
impair the ability of such Seller to consummate the sale of the Sale Shares or perform its obligations under this Agreement, the Governance
Agreement and the Ancillary Agreements to which it is party.
Section 4.26 No
Additional Representations or Warranties. Except as provided in this Article IV or
in any certificate to be delivered by any Seller in connection with this Agreement, neither the Company, any Seller nor any other Person
on behalf of the Company or any Seller makes any express or implied representation or warranty with respect to the Company or any of its
Subsidiaries or any Seller, or with respect to any other information provided to Purchaser or their respective Affiliates in connection
with the Transactions, including the accuracy, completeness or timeliness thereof. Neither the Company nor any other Person will have
or be subject to any claim, liabilities or any other obligation to Purchaser or any other Person resulting from the distribution or failure
to distribute to Purchaser, or Purchaser’s use of, any such information, including any information, documents, projections, estimates,
forecasts or other material made available to Purchaser in the electronic data room maintained by the Company for purposes of the Transactions
or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in
a representation or warranty contained in this Article IV.
Article V.
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Except
as set forth in the Purchaser Disclosure Letter, Purchaser represents and warrants to the Company and Sellers as follows:
Section 5.01 Corporate
Existence and Power. Purchaser is a corporation duly incorporated, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation and has all corporate power and authority required to carry on its business
as currently conducted, except where the failure to have such power and authority would not materially impair the ability of Purchaser
to consummate the Transactions. Purchaser is duly qualified to do business as a foreign corporation and, where such concept is recognized,
is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except
where the failure to be so qualified and in good standing would not materially impair the ability of Purchaser to consummate the Transactions.
Section 5.02 Corporate
Authorization.
(a) Purchaser
has all requisite corporate power and authority to execute and deliver this Agreement, the Governance Agreement and the Ancillary Agreements
to which they are party, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance
by Purchaser of this Agreement, the Governance Agreement and the Ancillary Agreements to which they are party have been duly and validly
authorized by all necessary action on the part of Purchaser, and no other corporate proceedings on the part of Purchaser (or the Investor)
are necessary to authorize the execution and delivery of this Agreement, the Governance Agreement and the Ancillary Agreements to which
they are party or for Purchaser to consummate the Transactions (other than, with respect to the Amendment Proposal, the filing of the
Amended Articles and related documentation with the Registrar of Companies of the Cayman Islands). Assuming the due authorization, execution
and delivery by the Company and each Seller of this Agreement, this Agreement, the Governance Agreement and any Ancillary Agreements to
which Purchaser is party has been duly and validly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation
of Purchaser, enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions.
(b) The
board of directors or similar governing body of Purchaser has duly adopted resolutions (i) determining that this Agreement, the Governance
Agreement and the Ancillary Agreements to which they are party and the Transactions are advisable and in the best interests of Purchaser
and its shareholders or other equityholders, as applicable and (ii) adopting this Agreement, the Governance Agreement and the Ancillary
Agreements to which they are party and the Transactions.
(c) No
vote of, or consent by, the holders of any equity interests of Purchaser is necessary to authorize the execution, delivery and performance
by Purchaser of this Agreement, the Governance Agreement and the Ancillary Agreements to which it is party and the consummation of the
Transactions or otherwise required by Purchaser’s Organizational Documents, Applicable Law or any Governmental Authority.
Section 5.03 Governmental
Authorization. The execution, delivery and performance by Purchaser of this Agreement, the Governance
Agreement and the Ancillary Agreements to which they are party and the consummation by Purchaser of the Transactions require no action
by or in respect of, or filing with, any Governmental Authority other than (i) the filing of the Amendment Proposal and related documentation
with the Registrar of Companies of the Cayman Islands pursuant to the CICA, (ii) compliance with and filings or notifications under
any applicable requirements of the Antitrust Laws, (iii) compliance with any applicable requirements of the Securities Act, the Exchange
Act and any other applicable U.S. state or federal securities, takeover or “blue sky” Laws, (iv) compliance with
any applicable rules of NYSE, (v) compliance with the PL Rules and the FA Rules, and (vi) where failure to take any
such actions or filings would not materially impair or delay the ability of Purchaser to consummate the Transactions or perform their
respective obligations under this Agreement on a timely basis.
Section 5.04 Non-Contravention.
The execution, delivery and performance by Purchaser of this Agreement, the Governance Agreement and the Ancillary Agreements to which
they are party, the consummation by Purchaser of the Transactions and the compliance by Purchaser with any of the provisions of this Agreement,
the Governance Agreement and the Ancillary Agreements to which they are party does not and will not (i) contravene, conflict with
or result in any violation or breach of any provision of the Organizational Documents of Purchaser, (ii) assuming the consents, approvals,
authorizations and filings referred to in Section 5.03 have been obtained or made, any applicable waiting periods referred
to therein have terminated or expired and any condition precedent to any such consent has been satisfied or waived, contravene, conflict
with or result in a violation or breach of any Applicable Law or (iii) assuming compliance with the matters referred to in Section 5.03,
require any consent by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would
constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation
or the loss of any benefit to which Purchaser is entitled under any Contract, except in the case of clauses (ii) and (iii) above,
any such violation, breach, default, right, termination, amendment, acceleration, cancellation or loss that would not, individually or
in the aggregate, materially impair or delay the ability of Purchaser to consummate the Transactions or perform their respective obligations
under this Agreement, the Governance Agreement and the Ancillary Agreements to which they are party on a timely basis.
Section 5.05 Litigation.
As of the date of this Agreement, there are no pending or threatened, lawsuits, actions, suits, claims or other proceedings at law or
in equity or investigations before or by any Governmental Authority against Purchaser or any of its Subsidiaries that would reasonably
be expected to materially impair the ability of Purchaser to consummate the Transactions or perform their respective obligations under
this Agreement. There is no unsatisfied judgment or any open injunction binding upon Purchaser or any of its Subsidiaries which would
reasonably be expected to materially impair the ability of Purchaser to consummate the Transactions or perform their respective obligations
under this Agreement.
Section 5.06 No
Brokers. Except for Goldman Sachs International and J.P. Morgan Securities Plc, there is no investment
banker, broker, finder or other financial intermediary that has been retained by or is authorized to act on behalf of any of Purchaser
or its Subsidiaries who will be entitled to any fee or commission from Purchaser or its Subsidiaries, including Purchaser, in connection
with the Transactions.
Section 5.07 Ownership
of Company Ordinary Shares.
(a) Purchaser
and its Subsidiaries and Affiliates do not beneficially own (as such term is used in Rule 13d-3 promulgated under the Exchange Act)
any Company Ordinary Shares or other securities of the Company or any options, warrants or other rights to acquire Company Ordinary Shares
or other securities of, or any other economic interest (through derivative securities or otherwise) in, the Company except pursuant to
this Agreement.
(b) Other
than pursuant to this Agreement, neither Purchaser nor any of its Affiliates has entered into any Contract, arrangement or understanding
(in each case, whether oral or written), or authorized, committed or agreed to enter into any Contract, arrangement or understanding (in
each case, whether oral or written), pursuant to which: (i) any shareholder of the Company would be entitled to receive consideration
of a different amount or nature than the Sale Price, (ii) any shareholder of the Company (A) agrees to vote to adopt this Agreement
or the Amended Articles or (B) agrees to vote against, or not to tender its Company Ordinary Shares in, any Acquisition Proposal
or (iii) any Third Party has agreed to provide directly or indirectly, equity capital to Purchaser or the Company to finance in whole
or in part the Transactions.
Section 5.08 Financial
Capacity; Guarantee. Purchaser has as of the date of this Agreement, and will have on the Closing
Date (and, in respect of the Subsequent Share Subscription, the Subsequent Closing Date), access to sufficient funds to consummate the
sale and purchase of the Sale Shares, a number of Class A Ordinary Shares up to the Offer Cap validly tendered (and not validly withdrawn)
as of the Expiration Time (as it may be extended), the Closing Subscription Shares and the Subsequent Subscription Shares (collectively,
the “Consideration”), including the payments contemplated under Article III. Purchaser has not incurred
any obligation, commitment, restriction or liability of any kind, and is not contemplating or aware of any obligation, commitment, restriction
or liability of any kind, in either case which would reasonably be expected to impair or adversely affect such resources. Purchaser has
delivered to the Company a true and complete copy of the executed Equity Commitment Letter. As of the date of this Agreement, the Equity
Commitment Letter is in full force and effect and represents legal, valid, binding and enforceable obligations of Purchaser and each of
the other parties thereto, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization
or other laws of general application relating to or affecting rights of creditors and subject, as to enforceability, to general principles
of equity. The Equity Commitment Letter (i) expressly provides that each Seller is a third-party beneficiary thereof and (ii) provides
that each Seller is entitled to enforce, directly or indirectly, such Equity Commitment Letter in accordance with its terms against Purchaser
and the Investor. The Equity Commitment Letter has not been amended or modified on or prior to the date of this Agreement, and as of the
date of this Agreement, no such amendment or modification is contemplated by Purchaser, and as of the date of this Agreement, the commitments
contained in the Equity Commitment Letter have not been withdrawn, terminated or rescinded in any respect. As of the date of this Agreement,
no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would reasonably be expected to constitute
a default or breach on the part of Investor or Purchaser under the Equity Commitment Letter. As of the date of this Agreement, Purchaser
has no reason to believe that any of the conditions to the Equity Financing contemplated in the Equity Commitment Letter will not be satisfied
or that the Equity Financing will not be made available to Purchaser on the Closing Date. There are no conditions precedent related to
the funding of the full amount of the Equity Financing pursuant to the Equity Commitment Letter, other than as expressly set forth in
the Equity Commitment Letter. As of the date hereof, other than the Equity Commitment Letter, there are no side letters or other agreements,
contracts or arrangements related to the funding of the Equity Financing. Purchaser understands and acknowledges that its obligations
under this Agreement are not in any way contingent upon or otherwise subject to or conditional upon Purchaser’s consummation of
any financing arrangements or Purchaser’s obtaining of any financing or the availability, grant, provision or extension of any financing
to Purchaser. The representations and warranties set forth in this Section 5.08 shall be made as of the date of this Agreement.
Investor has delivered to the Company a true, complete and correct copy of the executed Guarantee. The Guarantee is in full force and
effect and constitutes the legal, valid, binding and enforceable obligation of the Investor and each of the other parties thereto and
enforceable in accordance with its respective terms against the Investor and each of the other parties thereto. Investor is not in default
under the Guarantee, and no event has occurred that, with giving of notice or the lapse of time or both, would constitute a default of
the Guarantee by the Investor.
Section 5.09 Solvency.
Purchaser is not entering into the Transactions with the actual intent to hinder, delay or defraud either present or future creditors
of any Group Company. Purchaser is solvent as of the date of this Agreement, and each of Purchaser and the Company will, after giving
effect to all of the Transactions, including the payment of any amounts required to be paid in connection with the consummation of the
Transactions and the payment of all related fees and expenses, be solvent at as immediately after the Effective Time. As used in this
Section 5.09, the term “solvent” means, with respect to a particular date, that on such date, (a) the sum
of the assets, at a fair valuation, of Purchaser will exceed their debts, (b) Purchaser has not incurred debts beyond its ability
to pay such debts as such debts mature, and (c) Purchaser has sufficient capital and liquidity with which to conduct its business.
For purposes of this Section 5.09, “debt” means any liability on a claim, and “claim” means
any (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and (ii) any right to an equitable remedy for breach of
performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent,
matured, unmatured, disputed, undisputed, secured or unsecured.
Section 5.10 Disclosure.
The Schedule TO will not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
None of the information with respect to Purchaser supplied or to be supplied by or on behalf of Purchaser specifically for inclusion or
incorporation by reference in the Schedule 14D-9 will, at the time such document is filed with the SEC, at any time such document
is amended or supplemented or at the time such document is first published, sent or given to the Company’s shareholders, contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding anything else to the
contrary set forth in this Agreement, Purchaser makes no representation with respect to statements made or incorporated by reference therein
based on information supplied by or on behalf of the Company or the Sellers for inclusion or incorporation by reference in the Schedule TO
or the SEC Documents.
Section 5.11 Ownership
of Purchaser; No Prior Activities.
(a) On
the date hereof, the authorized share capital of Purchaser consists of one (1) share with a par value £1, which is validly
issued and outstanding and owned, directly or indirectly by the Investor. All of the issued and outstanding share capital of Purchaser
is, and at the Effective Time will be, owned directly or indirectly by Investor. Except for shares of Purchaser owned directly or indirectly
by Investor, there are no outstanding (i) securities of Purchaser convertible into or exchangeable for share capital or voting securities
of Purchaser or (ii) options or other rights to acquire from Purchaser, or other obligation of Purchaser to issue, any share capital,
voting securities or securities convertible into or exchangeable for share capital or voting securities of Purchaser.
(b) Purchaser
was formed solely for the purpose of engaging in the Transactions. Except for obligations or liabilities incurred in connection with its
formation and the Transactions, Purchaser has not and will not prior to the Effective Time have incurred, directly or indirectly, any
obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements
with any Person.
Section 5.12 Company
Arrangements. Other than this Agreement, the Confidentiality Agreement, the Governance Agreement
and the Ancillary Agreements, as of the date hereof, none of Purchaser, or its executive officers, directors or Affiliates, has entered
into any agreement, arrangement or understanding with any of the executive officers, directors or Affiliates of the Company relating in
any way to the Transactions or the operations of the Company.
Section 5.13 Investment
Intention. Purchaser is acquiring through the Transactions the share capital of the Company for
its own account, for investment purposes only and not with a view to the distribution (as such term is used in section 2(11) of the
Securities Act) thereof. Purchaser understands that the share capital of the Company has not been registered under the Securities Act
or any “blue sky” Laws and cannot be sold unless subsequently registered under the Securities Act, any applicable “blue
sky” Laws or pursuant to an exemption from any such registration. The Purchaser understands that such shares may be resold only
if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, and the book-entry position
representing such shares will bear a legend to such effect and to the effect that such shares are subject to restrictions on transfer.
The Purchaser is an “accredited investor” within the meaning of Rule 501(a) promulgated under the Securities Act
and is knowledgeable, sophisticated and experienced in business and financial matters, and fully understands the limitations on ownership,
sale, transfer or other disposition of such shares.
Section 5.14 Independent
Investigation. Purchaser has conducted its own independent investigation, review and analysis
of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Group Companies, which
investigation, review and analysis were performed by Purchaser, its respective Affiliates and Representatives. Purchaser acknowledges
that as of the date hereof, it, its Affiliates and their respective Representatives have been provided adequate access to the personnel,
properties, facilities and records of the Group Companies for such purpose. In entering into this Agreement, Purchaser acknowledges that
it has relied solely upon the aforementioned investigation, review and analysis and not on any statements, representations or opinions
of any member of the Group Companies or their respective Representatives (except the representations and warranties of the Company set
forth in this Agreement and in any certificate delivered pursuant to this Agreement).
Section 5.15 Absence
of Certain Arrangements with Management.
Other than this Agreement,
as of the date of this Agreement, there are no Contracts or agreements, arrangements or understandings (whether written, oral or otherwise)
among Purchaser or any of its Affiliates (or any other Person on behalf of Purchaser or any of their respective Affiliates), on the one
hand, and any member of the Company’s management or the Company Board or any of its Affiliates (excluding the Sellers, in their
capacity as such), on the other hand, relating in any way to the Company (including relating to compensation and retention of the Company’s
management), the Transactions or the operations of the Company or any of its Subsidiaries.
Section 5.16 No
Additional Representations and Warranties. Except for the representations and warranties contained
in Article IV, Purchaser acknowledges that neither the Company, the Subsidiaries of the Company, the Sellers nor any of their
respective Representatives makes, and Purchaser acknowledges that they have not relied upon or otherwise been induced by, any other express
or implied representation or warranty by or on behalf of the Company, any of its Subsidiaries or Sellers or with respect to any other
information provided or made available to Purchaser by or on behalf of any of the Company or Sellers in connection with the Transactions,
including any information, documents, projections, forecasts or other material made available to Purchaser or their respective Representatives
in certain “data rooms” or management presentations prepared in expectation of the Transactions. Neither the Company nor any
other Person will have or be subject to any claim, liabilities or any other obligation to Purchaser or any other Person resulting from
the distribution or failure to distribute to Purchaser, or Purchaser’s use of, any such information, including any information,
documents, projections, estimates, forecasts or other material made available to Purchaser in the electronic data room maintained by the
Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any
such information is expressly included in a representation or warranty contained in this Agreement (and in such case subject to the terms
and conditions of this Agreement).
Article VI.
COVENANTS OF SELLERS
Section 6.01 Conduct
of the Company Pending the Closing.
(a) From
the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 9.01,
except as set forth in Section 6.01(a) of the Company Disclosure Letter or as required by Applicable Law or expressly
contemplated by this Agreement or disclosed in the Company SEC Documents prior to the date of this Agreement or otherwise with the prior
written consent of Purchaser (which shall not be unreasonably withheld, conditioned or delayed), the Company shall use reasonable best
efforts to, and shall cause each of its Subsidiaries to use reasonable best efforts to, (i) conduct its operations, in all material
respects, in the ordinary course of business and (ii) preserve the goodwill and current relationships of the Group Companies with
customers, suppliers and other Persons with which the Company or any of its Subsidiaries has significant business relations, subject,
in each case, to modifications to the Company’s business which were publicly announced or otherwise disclosed to Purchaser prior
to the date of this Agreement; provided, however, that no action by the Group Companies with respect to matters specifically
permitted by any provision of the following sentence, and no failure to take any action specifically prohibited by any provision of the
following sentence, shall in either case be deemed a breach of the covenants contained in this sentence. Without limiting the foregoing,
and as an extension thereof, except as set forth in Section 6.01(a) of the Company Disclosure Letter or as required by
(and to the extent permitted by) Applicable Law or expressly contemplated by this Agreement or disclosed in the Company SEC Documents
prior to the date of this Agreement, or otherwise with the prior written consent of Purchaser (which shall not be unreasonably withheld,
conditioned or delayed), the Company undertakes that it shall not, and shall not permit any of its Subsidiaries to, from the date of this
Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 9.01:
(i) issue,
sell, grant options or rights to purchase or receive, pledge, or authorize or propose the issuance, sale, grant of options or rights to
purchase or pledge, any Company Ordinary Shares, other than issuances of Class A Ordinary Shares: (a) in connection with the
vesting and/or settlement of Company Restricted Share Awards existing as at the date of this Agreement in accordance with their terms;
or (b) in connection with a Relevant Acquisition Proposal;
(ii) make
or declare any dividend or distribution to the shareholders of the Company;
(iii) merge
or consolidate any Group Company with any Person or adopt a plan of complete or partial liquidation or resolutions providing for a complete
or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of any Group Company, except (A) with
respect to any wholly owned Subsidiary of the Company or (B) as would not materially delay, materially impede or prevent the consummation
of the Transactions;
(iv) excluding,
for the avoidance of doubt, (a) any trading of Playing Staff or Players or (b) transactions between wholly-owned members of
the Group Companies, any (1) sale, transfer or disposal (howsoever structured) of an operating business of the Group Companies or
(2) purchase or acquisition (howsoever structured) of an operating business of the Group Companies, in each case (x) whether
by a single transaction or series of connected transactions and (y) where such sale, transfer, disposal, purchase or acquisition
(as relevant) is for a gross price (in the case of any asset) or enterprise value (in the case of any business or undertaking) in excess
of $250 million; or
(v) enter
into any agreement, or otherwise become obligated, to do any action prohibited under this Section 6.01(a).
Notwithstanding anything to
the contrary in this Agreement: any action or omission that Sellers or the Group Companies take pursuant to any Applicable Law or any
other directive, pronouncement or guideline issued by a Governmental Authority or industry group providing for business closures, “sheltering-in-place”
or other restrictions that relates to, or arises out of, any pandemic (including COVID-19), epidemic or disease outbreak or that is responsive
to or as a result of any pandemic (including COVID-19), epidemic or disease outbreak, as determined by the Group Companies in their sole
and reasonable discretion, shall in no event be deemed to constitute a breach of this Section 6.01(a). Nothing in this Agreement
is intended to and shall not operate so as to require the Company or the Club to take any action or give Purchaser or its Affiliates any
powers or rights which would result in a breach of PL Rules, FA Rules or other football governing body rules or impose any sanctions
on the Company or the Club pursuant to such rules.
(b) Nothing
contained in this Agreement shall give Purchaser, directly or indirectly, any right to control or direct the operations of the Group Companies
prior to the Closing. Prior to the Closing, each of the Company and Purchaser shall exercise, consistent with the other terms and conditions
of this Agreement, complete control and supervision over their respective businesses.
(c) Subject
to Applicable Law and Section 7.03, the parties agree that between the date of this Agreement and Closing, the Group Companies shall
afford reasonable access to the Group Companies (including to the Club and employees of the Group Companies) to such person as Purchaser
may specify in writing to Sellers’ Representative from time to time (the “Purchaser’s Representative”)
and shall discuss, in good faith, matters relating to the sporting performance, sporting management and sporting operation of the of the
Club with the Purchaser’s Representative. At such meetings, subject to Applicable Law and Section 7.03, Sellers undertake to
procure that Purchaser’s Representative is provided with all information as they may reasonably request in order to assess the sporting
performance, sporting management and sporting operation of the of the Club.
(d) From
the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 9.01,
subject to Applicable Law, unless the Company first uses reasonable best efforts to consult with Purchaser in good faith, the Company
shall not (i) carry out any action that would, if such action were to take place immediately following the Closing Date, require
the consent of the Purchaser pursuant to Section 4.1(a) of the Governance Agreement or (ii) adopt a transfers plan or act
(including through deliberate omission) in a manner which is inconsistent with the Transfers Plan, or change or supplement the Transfers
Plan, including, without limitation, by (to the extent not contemplated in the Transfers Plan):
(i) appointing,
dismissing or accepting the resignation of any Director of Football or First Team Manager of the Company and/or any of its Subsidiaries;
(ii) entering
into, or continuing any existing, discussions or negotiations relating to the purchase, sale or other transfer, whether on a permanent
or temporary basis, of, or agreeing to exercise or vary any option or other right held by any Group Company over, any registration of
any Player, or entering into any agreement or binding understanding with respect to the same;
(iii) amending,
extending or waiving any rights under (or agreeing to amend, extend or waive any such rights under) any existing transfer or loan agreement
related to a Player, or entering into any agreement with any employee, agent or intermediary agreement, or any professional player’s
football agreement to which any Group Company is a party and which is material to the substance or the value of the activities or the
business of the Group Companies; or
(iv) taking
any other steps that would impact on the rights of any Group Company to full and unencumbered title to the registration of any Player
held by any Group Company.
(e) Purchaser
shall not, and shall not permit any of its Affiliates to, take any action or fail to take any action that could reasonably be expected
to result in any of the conditions set forth in Article VIII or Annex I not being satisfied or that could otherwise
be reasonably expected to prevent or delay the consummation of the Transactions. From the date of this Agreement, until the Expiration
Time (as may be extended), Purchaser shall not, and shall cause all covered persons (as defined in Rule 14e-5 under the Exchange
Act) not to, directly or indirectly purchase or arrange to purchase any Class A Ordinary Shares or other subject securities (as defined
in Rule 14e-5 under the Exchange Act) except as part of the Offer or except as, and to the extent permitted by, such Rule 14e-5.
Section 6.02 Seller
and Company Non-Solicitation.
(a) Except
as otherwise expressly permitted by this Section 6.02, the Company and Sellers shall, and the Company shall cause each of
its Subsidiaries to, and Sellers and Company shall cause each of its and their respective directors, officers, employees and other Representatives
to:
(i) from
the execution of this Agreement (x) immediately cease and cause to be terminated any existing solicitation, encouragement, discussion
or negotiation with any Third Party with respect to an Acquisition Proposal (other than a Relevant Acquisition Proposal) or any existing
inquiry, discussion or request that would reasonably be expected to lead to an Acquisition Proposal (other than a Relevant Acquisition
Proposal), (y) take the necessary steps to promptly inform any Third Parties with whom discussions and negotiations are then occurring
or who make an Acquisition Proposal after the execution of this Agreement until the Effective Time or the date, if any, on which this
Agreement is validly terminated in accordance with Article IX, of the obligations set forth in this Section 6.02(a) (it
being understood that this clause (y) will not apply to a Relevant Acquisition Proposal), and (z) promptly (and in any event
within three (3) Business Days of the date hereof), request in writing that each Third Party that has previously executed a confidentiality
or similar agreement promptly return or destroy all confidential information concerning the Company and its Subsidiaries provided by Sellers,
Company and its Subsidiaries, or their respective Representatives to such Third Party or any of its Representatives with respect thereto
and ensure that no such Third Party has any continued access to any electronic data room (it being understood that this clause (z) will
not apply to any Third Party that the Company is permitted to engage with pursuant to clause (x) or (y) of this Section 6.02(a)(i));
and
(ii) from
and after the execution of this Agreement until the Closing or the date, if any, on which this Agreement is validly terminated in accordance
with Article IX, not to, directly or indirectly (A) solicit, initiate, seek or propose an Acquisition Proposal (other
than a Relevant Acquisition Proposal), (B) knowingly facilitate or encourage any inquiry, discussion, offer or request that constitutes,
or would reasonably be expected to lead to, an Acquisition Proposal (other than a Relevant Acquisition Proposal), (C) enter into,
continue, initiate or otherwise participate in any discussions or negotiations with, or furnish any non-public information or data relating
to the Group Companies to, or afford access to the properties, books, records, officers or personnel of the Group Companies to, any Third
Party with respect to an Acquisition Proposal (other than to a Third Party in connection with a Relevant Acquisition Proposal) or any
inquiry, discussion or request that would reasonably be expected to lead to an Acquisition Proposal (other than in connection with a Relevant
Acquisition Proposal), (D) except with the prior written consent of Purchaser, approve, endorse, recommend or enter into, or publicly
propose to approve, endorse, recommend or execute or enter into any letter of intent, memorandum of understanding, agreement in principle,
acquisition agreement, merger agreement or other definitive agreement or Contract in respect of any Acquisition Proposal or requiring
the Company or Sellers to abandon, terminate, breach or fail to consummate the Transactions (an “Alternative Acquisition Agreement”),
(E) enter into any other transaction or series of transactions the completion of which would materially impede, prevent or delay,
the completion of the Transactions, or (F) resolve, commit or agree to do any of the foregoing.
(b) Subject
to the terms and conditions of this Agreement, the Company hereby consents to the Offer. Subject in each case to this Section 6.01(b),
the Company hereby consents to the inclusion of a description of clause (2) of the Company Board Recommendation in the Offer Documents
and neither the Company Board nor any committee thereof shall: (i) withhold, withdraw, modify, or propose publicly to withhold, withdraw
or modify, in a manner adverse to Purchaser, clause (2) of the Company Board Recommendation, (ii) fail to include clause (1) of
the Company Board Recommendation in the Proxy Statement or fail to recommend against any Acquisition Proposal (other than a Relevant Acquisition
Proposal) subject to Regulation 14D under the Exchange Act in any solicitation or recommendation statement made on Schedule 14D-9
within ten (10) Business Days after the commencement of a tender offer providing for such Acquisition Proposal, (iii) authorize,
adopt, approve or recommend, or publicly propose to authorize, adopt, approve or recommend, or otherwise declare advisable (publicly or
otherwise) any Acquisition Proposal (other than a Relevant Acquisition Proposal), (iv) following receipt by the Company of an Acquisition
Proposal (other than a Relevant Acquisition Proposal), fail to reaffirm publicly clause (2) of the Company Board Recommendation within
five (5) Business Days after Purchaser requests in writing that clause (2) of the Company Board Recommendation be reaffirmed
publicly, provided that, other than any reaffirmation following receipt of an Acquisition Proposal, Purchaser may only request one (1) reaffirmation
(provided that any Acquisition Proposal that is modified in any material respect shall be considered a new and separate Acquisition Proposal
for purposes of this Section 6.02(b)) or (v) make any recommendation or public statement in connection with a tender
offer or exchange offer (other than the Offer) other than a recommendation against such offer or a customary “stop, look and listen”
communication by the Company Board pursuant to Rule 14d-9(f) of the Exchange Act provided that the Company does not make any
recommendation or public statement in connection therewith other than a recommendation against any Acquisition Proposal (other than a
Relevant Acquisition Proposal) (any of the actions described in clauses (i) through (v) of this Section 6.02(b),
an “Adverse Recommendation Change”), or (vi) authorize, cause or permit the Company to enter into any Alternative
Acquisition Agreement.
(c) From
and after the execution of this Agreement until the Closing or the date, if any, on which this Agreement is terminated in accordance with
Article IX, (i) as promptly as reasonably practicable (and in any event within forty-eight (48) hours) after (x) receipt
of any Acquisition Proposal (other than a Relevant Acquisition Proposal) by the Company, Sellers or any of the Company’s Subsidiaries
or the Company or the Sellers’ respective Representatives that any Seller has actual knowledge of or (y) any request for non-public
information or inquiry or any discussions or negotiations are sought to be initiated with, any Seller or the Company or any of its Subsidiaries
or any of their respective Representatives in connection with a potential Acquisition Proposal (other than a Relevant Acquisition Proposal),
the Company or the relevant Seller(s) (as applicable) shall provide Purchaser with written notice, which notice shall include, in
the case of clause (x), the identity of the Person making such Acquisition Proposal and the material terms and conditions thereof
(including, if applicable, copies of any written documentation constituting the Acquisition Proposal, including proposed Alternative Acquisition
Agreements and any related financing commitments), and in the case of (y), the identity of the Person seeking such information or discussions
or negotiations, and (ii) in the event that any such party modifies its Acquisition Proposal in any material respect, the Company
or the relevant Seller(s) (as applicable) shall provide Purchaser with written notice within forty-eight (48) hours after receipt
of such modified Acquisition Proposal of the fact that such Acquisition Proposal has been modified and the terms of such modification
or proposed modification (including, if applicable, copies of any written documentation reflecting such modification or proposed modification).
(d) Notwithstanding
anything to the contrary contained in Section 6.02(a), if, after the date of this Agreement and prior to the receipt
of the Required Company Shareholder Approval (i) the Company has received a written Acquisition Proposal (other than a Relevant Acquisition
Proposal) from a Third Party that did not result directly or indirectly from a breach of Section 6.02(a) and that
is not withdrawn and (ii) the Company Board determines in good faith, after consultation with its financial and outside legal counsel,
that (x) such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal and (y) failure
to take the actions contemplated by clauses (A) and (B) below would likely be inconsistent with the directors’ fiduciary
duties under Applicable Law, then the Company and its Representatives may, subject to the execution of a customary confidentiality agreement
with such Third Party that contains provisions that in the aggregate are no less favorable to the Company than those contained in the
Confidentiality Agreement (it being understood that such confidentiality agreement must not contain any provision or term that would restrict,
in any manner, the Company’s ability to consummate the Transactions or comply with its disclosure obligations to Purchaser pursuant
to this Agreement), and that does not contain any provision that would prevent the Company from complying with its obligation to provide
any disclosure to Purchaser required pursuant to this Section 6.02, a final executed copy of which shall be provided to Purchaser
prior to providing such Third Party with any such copy, access or disclosure (each, an “Acceptable Confidentiality Agreement”),
(A) furnish non-public information, and afford access to the books or records or officers of the Group Companies, to such Third Party
and (B) engage in discussions and negotiations with such Third Party with respect to the Acquisition Proposal; provided, that
any non-public information concerning the Group Companies made available to any Third Party shall, to the extent not previously made available
to Purchaser, be made available to Purchaser at the same time as it is made available to such Third Party; and provided further,
that the Company has been, and continues to be, in compliance (i) with its obligations under Section 6.01 in all
material respects, and (ii) with its obligations under Section 6.02 (other than Section 6.02(a))
in all material respects.
(e) Notwithstanding
anything to the contrary set forth herein, the Company Board shall be entitled to effect an Adverse Recommendation Change if, prior to
the time the Required Company Shareholder Approvals are obtained, but not after: (i) the Company has provided, at least five (5) Business
Days advance written notice (a “Notice of Adverse Recommendation Change”) to Purchaser that the Company intends to
take such action (it being understood that the delivery of a Notice of Adverse Recommendation Change and any amendment or update thereto
and the determination to so deliver such notice, amendment or update will not, by itself, constitute an Adverse Recommendation Change),
which notice includes, as applicable, written notice of the material terms of such Superior Proposal which enabled the Company Board to
make the determination that the Acquisition Proposal is a Superior Proposal, the identity of the Person who made such Superior Proposal
and which notice shall attach the most current version of the relevant transaction agreement, and, if applicable, copies of all relevant
documents relating thereto including any related financing commitments, (ii) during the five (5) Business Day period following
the time of Purchaser’s receipt of the Notice of Adverse Recommendation Change or such longer period as the Company may approve
in writing for such purpose (the “Matching Period”), the Company shall have, and shall have caused its directors, officers,
employees and Representatives to, negotiate with Purchaser in good faith (to the extent Purchaser desires to negotiate) to make such adjustments
in the terms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal; and (iii) following
the end of the Matching Period, the Company Board shall have determined in good faith, after consultation with its outside financial advisors
and outside legal counsel, taking into account any changes to this Agreement irrevocably offered in writing by Purchaser in response to
the Notice of Adverse Recommendation Change or otherwise, that the Superior Proposal giving rise to the Notice of Adverse Recommendation
Change continues to constitute a Superior Proposal; provided, however, that in the event that the Acquisition Proposal to which this provision
applies is thereafter modified in any material respect by the party making such Acquisition Proposal, the Company shall provide written
notice of and the material terms with respect to such modified Acquisition Proposal to Purchaser and shall again comply with this Section 6.02(e) and
provide Purchaser with an additional five (5) Business Days’ notice prior to effecting any Adverse Recommendation Change (and
shall do so for each such subsequent amendment or modification).
(f) If
the Company Board determines that any proposal would cease to be a Superior Proposal by virtue of the revisions proposed by Purchaser,
the Company shall promptly (and in any event within twenty-four (24) hours of such determination) so advise Purchaser and the Company
and Purchaser shall amend this Agreement to reflect such offer made by Purchaser, and shall take and cause to be taken all such actions
as are necessary to give effect to the foregoing.
(g) Promptly
(and in any event within twenty-four (24) hours) after the Company Board (i) determines an Acquisition Proposal (other than a Relevant
Acquisition Proposal) is not a Superior Proposal or (ii) the Company Board determines that a proposed amendment to the terms of this
Agreement or the Transactions as contemplated under Section 6.02(f) would result in such a proposal no longer being a
Superior Proposal and the parties enter into an amendment to this Agreement effecting such proposed terms, the Company Board shall reaffirm
the Company Board Recommendation without qualification by press release. The Company shall provide Purchaser and its Representatives with
a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press
release as requested by Purchaser and its outside legal counsel.
(h) If
the Company provides a Notice of Adverse Recommendation Change to Purchaser on a date that is less than ten (10) business days before
the Company Shareholders’ Meeting, the Company shall either proceed with or shall postpone or adjourn the Company Shareholders’
Meeting, one time, in either case as directed by Purchaser acting reasonably, to a date determined by Purchaser that is not more than
ten (10) Business Days after the scheduled date of the Company Shareholders’ Meeting but in any event the Company Shareholders’
Meeting shall not be adjourned or postponed to a date which would prevent the Effective Time from occurring on or prior to the End Date.
(i) Nothing
contained in this Agreement shall prohibit the Company or the Company Board, directly or indirectly through its Representatives, from
(i) taking and disclosing to the Company’s shareholders a position with respect to a tender or exchange offer by a Third Party
pursuant to Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act (or any similar communication to the Company’s
shareholders), or (ii) making any “stop, look and listen” communication to the Company’s shareholders pursuant
to Rule 14d-9(f) promulgated under the Exchange Act.
(j) Any
breach of this Section 6.02 by any director, officer or Subsidiary of the Company or any action by any Representative acting
on the Company’s behalf in breach of this Section 6.02 will be deemed to be a breach of this Agreement by the Company.
Section 6.03 No
Transfers.
(a) From
the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with Section 9.01(a) other
than (x) a transfer to a Family Member of such Seller for bona fide estate planning purposes or to a corporation, partnership, limited
partnership, limited liability company or other entity in which a Seller one or more of its Family Members directly, or indirectly through
one or more Family Members, owns shares, partnership interests, limited partnership interests, limited liability company interests or
other interests, respectively, with sufficient voting power in such entity, or otherwise have legally enforceable rights, such that Seller
or one or more if its Family Members retain sole dispositive power and exclusive voting power with respect to such Company Ordinary Shares
held by such Person (where in each case, such transferee concurrently accedes to this Agreement as a Seller and the Voting Agreement as
a “Holder” (as such term is defined in the Voting Agreement)) or (y) following the Offer Commencement Date, the tendering
of Class A Ordinary Shares held by the Sellers as of the date of this Agreement into the Offer to Purchase, each Seller shall not,
directly or indirectly, transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Company
Ordinary Shares indicated opposite its name on Schedule B or any interest therein or enter into any agreement or other arrangement
relating thereto; (ii) other than pursuant to the Voting Agreement, each Seller shall not, directly or indirectly, grant any proxies
or powers of attorney with respect to any such Company Ordinary Shares, deposit any such shares into a voting trust or enter into a voting
agreement or similar arrangement or commitment with respect to any such shares; and (iii) save as provided in Section 6.03(b),
each Seller shall not, directly or indirectly, convert, or cause the conversion of, any Company Ordinary Shares into a Class A Ordinary
Share.
(b) Notwithstanding
Section 6.03(a), if on April 24, 2024 the Closing has not occurred and this Agreement has not been terminated in accordance
with Section 9.01, then all references to “Company Ordinary Shares” in this Section 6.03 shall
automatically be deemed to be “Sale Shares”. For the avoidance of doubt, except for transfers made pursuant to Section 6.03(a)(i)(x) and
transfers to Permitted Transferees (as defined in the memorandum and articles of association of the Company in effect as of the date hereof),
no Class B Ordinary Shares are permitted to be transferred by the Sellers from the date of this Agreement until the earlier of the
Closing or the termination of this Agreement in accordance with Section 9.01 unless upon completion of such transfer, such
Class B Ordinary Shares automatically convert into Class A Ordinary Shares.
Section 6.04 Company
Shareholders’ Meeting.
As promptly as possible following
the date of this Agreement, the Company shall (and the Sellers shall cause the Company to) call a shareholders’ meeting in accordance
with the Company’s memorandum and articles of association to effect the Articles Amendment. The Company shall take such other actions
required pursuant to Section 7.02 of this Agreement.
Article VII.
ADDITIONAL COVENANTS OF THE PARTIES
Section 7.01 Appropriate
Action; Consents; Filings.
(a) Sellers,
the Company and Purchaser shall use their reasonable best efforts to (i) obtain from any Governmental Authorities any consents, licenses,
permits, waivers, approvals, authorizations or orders required to be obtained by Purchaser, Sellers or the Company, or any of the Company’s
respective Subsidiaries, respectively, or to avoid any action or proceeding by any Governmental Authority (including those in connection
with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) in connection with the
authorization, execution and delivery of this Agreement and the consummation of the Transactions, and (ii) (A) as promptly as
reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect
to this Agreement required under any applicable Antitrust Laws, (B) as promptly as reasonably practicable after the date hereof,
make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules,
the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and in any event within fifteen (15) Business Days
after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement
and the consummation of the Transactions as required under section 178 of FSMA, and (D) as promptly as reasonably practicable
after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement
required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application
or other filing under the rules and regulations of any Applicable Law in connection with the Transactions. Each party hereto shall
promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance or condition
that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders,
or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a),
and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals,
authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide
copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating
to such consents, licenses, permits, waivers, approvals authorizations or orders.
(b) Without
limiting the generality of anything contained in this Section 7.01, each party hereto shall: (i) give the other parties
prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental
Authority with respect to the Transactions, (ii) keep the other parties informed as to the status of any such request, inquiry, investigation,
action or legal proceeding, (iii) promptly inform the other parties of any communication to or from any Governmental Authority regarding
the approval of the Transactions, (iv) respond as promptly as practicable, and in any event in accordance with any relevant time
limit, to any additional requests for information received by any party from any Governmental Authority with respect to the Transactions
or filings contemplated by Section 7.01(a), and (v) use reasonable best efforts to (A) obtain such approvals, consents
and clearances as may be necessary, proper or advisable under any Applicable Laws, including any applicable Antitrust Laws and (B) prevent
the entry in any action or proceeding brought by a Governmental Authority or any other Person of any Governmental Order which would prohibit,
make unlawful or delay the consummation of the Transactions. Each party hereto shall provide, or procure the provision of, draft copies
of all filings, submissions, material correspondence and material communications intended to be sent or communicated to any Governmental
Authority or otherwise in relation to Section 7.01(a) to the other party and its legal advisers at such time as will
allow the receiving party a reasonable opportunity to provide comments on such filings, submissions, correspondence and communications
before they are submitted, sent or made and each party shall provide the other party with copies of all such filings, submissions, material
correspondence and material communications in the form finally submitted or sent and will consult and cooperate with the other parties
and will consider in good faith the views of the other parties in connection with any filing, analysis, appearance, presentation, memorandum,
brief, argument, opinion or proposal made or submitted in connection with the Transactions. In addition, except as may be prohibited by
any Governmental Authority or by Applicable Law, in connection with any such request, inquiry, investigation, action or legal proceeding,
each party hereto will permit Representatives of the other parties to be present at each meeting or conference relating to such request,
inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or
proposal made or submitted to any Governmental Authority in connection with such request, inquiry, investigation, action or legal proceeding.
(c) Notwithstanding
anything to the contrary in this Agreement, in connection with obtaining any approval or consent related to any Applicable Law, Purchaser
shall cooperate in good faith with the Governmental Authorities and shall promptly take any and all action to complete lawfully the sale
and purchase of the Sale Shares pursuant to this Agreement as soon as practicable (but in any event prior to the End Date) and any and
all action necessary or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of any Proceeding (including
any Proceeding initiated by the PL or the FA) in any forum by or on behalf of any Governmental Authority or the issuance of any Governmental
Order that would (or to obtain the agreement or consent of any Governmental Authority to the Transactions the absence of which would)
delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Transactions, including (i) proffering and consenting
and/or agreeing to a Governmental Order or other agreement providing for the sale, licensing or other disposition, or the holding separate
of, or other limitations or restrictions on, or limiting any freedom of action with respect to, particular assets, categories of assets
or lines of business held by the Group Companies and (ii) promptly effecting the disposition, licensing or holding separate of assets
or lines of business held by the Group Companies, in each case, at such time as may be necessary to permit the lawful consummation of
the sale and purchase of the Sale Shares on or prior to the End Date. The entry by any Governmental Authority in any Proceeding of a Governmental
Order permitting the consummation of the Transactions but requiring any assets or lines of business to be sold, licensed or otherwise
disposed or held separate thereafter (including the business and assets of the Group Companies, and excluding those of Purchaser and any
of their respective Affiliates) shall not, individually, or in the aggregate (together with one or more other changes, events, circumstances,
developments or facts) be deemed a failure to satisfy any condition specified in Article VIII.
(d) Purchaser
shall be solely responsible for and pay all filing costs incurred in connection with obtaining any consents or approvals of the type described
in this Section 7.01.
Section 7.02 Proxy
Statement.
(a) Subject
to Purchaser’s timely performance of its obligations under Section 7.02(b), as promptly as reasonably practicable following
the date of this Agreement, the Company shall use reasonable best efforts to prepare and cause to be furnished with the SEC any proxy
or other information statement required under the Laws of the Cayman Islands, relating to the Company Shareholders’ Meeting (together
with any amendments or supplements thereto, the “Proxy Statement”). Any proxy statement shall include clause (1) of
the Company Board Recommendation. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s
shareholders as of the record date established for the Company Shareholders’ Meeting as promptly as reasonably practicable after
the date of this Agreement. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto), the Company shall
provide Purchaser a reasonable opportunity to review and to propose comments on such document or response to the extent permitted by Applicable
Law.
(b) Purchaser
shall, as promptly as possible, furnish to the Company all information concerning Purchaser as may be requested by the Company in connection
with the Proxy Statement, and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement. Purchaser
will, upon request of the Company, confirm and/or supplement the information relating to Purchaser supplied by it for inclusion in the
Proxy Statement, such that at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time
of the Company Shareholders’ Meeting, such information shall not contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(c) In
accordance with the Company’s Organizational Documents, the Company shall use reasonable best efforts to, as promptly as reasonably
practicable (but subject to the timing contemplated in Section 7.02(a)), (x) establish a record date for and give notice
of a meeting of its shareholders, for the purpose of obtaining the Required Company Shareholder Approval (including any adjournment or
postponement thereof, the “Company Shareholders’ Meeting”) and (y) mail to the holders of Company Ordinary
Shares as of the record date established for the Company Shareholders’ Meeting any required Proxy Statement (such date, the “Proxy
Date”). The Company shall use reasonable best efforts to duly call, convene and hold the Company Shareholders’ Meeting
as promptly as reasonably practicable after the Proxy Date; provided, however, that the Company may postpone, recess or
adjourn the Company Shareholders’ Meeting: (i) with the consent of Purchaser, (ii) for the absence of a quorum, (iii) to
solicit additional proxies for the purpose of obtaining the Required Company Shareholder Approval, or (iv) to allow reasonable additional
time for the filing and distribution of any supplemental or amended disclosure which the Company Board has determined in good faith (after
consultation with its outside legal counsel) is necessary under Applicable Laws and for such supplemental or amended disclosure to be
disseminated to and reviewed by the Company’s shareholders prior to the Company Shareholders’ Meeting. The Company shall use
its reasonable best efforts to solicit proxies in favor of the adoption of the Amendment Proposal. Notwithstanding anything to the contrary
contained in this Agreement, the Company shall not be required to hold the Company Shareholders’ Meeting if this Agreement is terminated.
(d) If
at any time prior to the Effective Time any event or circumstance relating to the Company or Purchaser or any of the Company’s or
Purchaser’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Purchaser, respectively, which
would be required to be included in the Proxy Statement to cause the Proxy Statement not to contain an untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which
they were made, not misleading, the Proxy Statement, such party shall promptly inform the others and each of Purchaser, Purchaser and
the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading.
(e) From
the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with Section 9.01,
no Seller or the Company shall amend, modify or waive any provision of the Voting Agreement without the prior written consent of Purchaser.
Section 7.03 Access
to Information. Subject to confidentiality obligations and similar restrictions that may be applicable
to information furnished to the Group Companies by Third Parties that may be in the Group Companies’ possession from time to time,
from the date hereof until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Article IX,
the Company shall, and shall cause its Subsidiaries to, prior to the Closing, afford to Purchaser and its Representatives reasonable access,
during normal business hours, in such manner as to not interfere in any material respect with the normal operation of the Group Companies,
to their respective properties, books, Contracts, commitments, Tax Returns, records and appropriate officers and employees of the Group
Companies, and shall furnish such Representatives with existing financial and operating data and other information concerning the affairs
of the Group Companies as such Representatives may reasonably request; provided, that such investigation shall only be upon reasonable
notice and shall be at Purchaser’s sole cost and expense; provided, further, that nothing herein shall require the
Group Companies to disclose any information to Purchaser or its Representatives if such disclosure would, in the reasonable judgment of
the Company, (i) cause significant competitive harm to any Group Company if the Transactions are not consummated, (ii) violate
Applicable Law or the provisions of any Contract (including any confidentiality agreement or similar agreement or arrangement) to which
any Group Company is a party, or (iii) jeopardize any attorney-client or other legal privilege, in each case, so long as that the
Company provides Purchaser written notice of any information so withheld and reasonably cooperates with Purchaser in seeking to allow
disclosure of such information in a manner that is not reasonably likely to violate Applicable Law, breach such confidentiality obligations,
cause such competitive harm, breach such confidentiality obligations or jeopardize such attorney-client or other legal privilege; provided,
further, that nothing herein shall authorize Purchaser or its Representatives to undertake any environmental testing involving
sampling of soil, groundwater or building materials, or other similar invasive techniques at any of the Group Companies’ properties.
All information obtained by Purchaser and its representatives shall be subject to the Confidentiality Agreement. No investigation or access
permitted pursuant to this Section 7.03 shall affect or be deemed to modify any representation or warranty made by any Seller
hereunder.
Section 7.04 Confidentiality;
Public Announcements.
(a) Prior
to the Closing, the Company, Sellers and Purchaser shall consult with each other before issuing any press release or public announcement
with respect to this Agreement or the Transactions, and none of the parties hereto or their Affiliates or, in the case of Sellers, an
immediate family member or family trust, or an immediate family member or family trust of any of their Affiliates shall issue any such
press release or public announcement prior to obtaining the other parties’ consent (which consent shall not be unreasonably withheld
or delayed), except that no such consent shall be necessary to the extent disclosure may be required by Applicable Law, Governmental Order
or applicable stock exchange rule or any listing agreement of any party hereto. The Company may, without Purchaser’s consent,
communicate to its employees, customers, suppliers and consultants in a manner consistent with prior communications of the Company or
consistent with a communications plan previously agreed to by Purchaser and the Company in which case such communications may be made
consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Confidentiality Agreement shall continue
in full force and effect until the Closing.
(b) Any
consents or approvals required from the Company, Sellers or Purchaser under or pursuant to Section 7.04(a) may be given
by, and each of the other parties may direct any requests for such consents or approvals to, the communications representative appointed
by the relevant party prior to the date hereof (or any replacing communications representative notified by a party to the other parties
in writing after the date hereof) and each of the other parties shall be entitled conclusively and absolutely to rely, without enquiry,
on any acts or statements of the communications representative made or purported to be made on behalf of the party having appointed that
communications representative in relation to the subject matter of Section 7.04(a) as being acts or statements of that
party. Between the date of this Agreement and Closing, each party undertakes to procure that any reasonable request for consent or approval
made under or pursuant to Section 7.04(a) is responded to without undue delay and in any case within forty-eight (48)
hours from receipt of such request, and if no response is received within such forty-eight (48) hours then consent and approval shall
be deemed to have been given.
Section 7.05 Shareholder
Litigation; Voting Undertaking.
(a) Sellers
and the Company shall provide Purchaser with reasonably prompt notice of, and true, accurate and complete copies of all pleadings and
correspondence relating to, any Proceeding against any of the Sellers, Purchaser or any Group Company (each, a “Transaction Claim
Indemnitee”) relating to the Transactions, whether commenced prior to or after the execution and delivery of this Agreement
(a “Transaction Claim”).
(b) If,
for whatever reason, a Transaction Claim arises and, as a consequence of such claim, the adoption of the Amended Articles by the Company
immediately prior to Closing is held not to be effective in full, or the amendments to the rights of the Class B Ordinary Shares
pursuant to the Amended Articles is held not to be effective in full, then each of Sellers irrevocably undertakes in favor of Purchaser:
(i) (in each case to the extent required to give effect to the commercial intent of the adoption by the Company of the Amended Articles
(being, for the avoidance of doubt, that the Sale Shares purchased by Purchaser and any of its Affiliates from time to time shall be capable
of exercising the voting rights in the Company enjoyed by the Sale Shares as at the date of this Agreement)) to, as directed by Purchaser
from time to time: (a) attend, participate and vote their Class B Ordinary Shares (and any other shares into which such Class B
Ordinary Shares may convert from time to time) at general meetings or class meetings of the Company (or any adjournment of any such meeting),
and (b) otherwise exercise the voting rights attaching to their Class B Ordinary Shares (and any other shares into which such
Class B Ordinary Shares may convert from time to time) in the manner required by Purchaser; and (ii) not to Transfer of any
of their Class B Ordinary Shares (or any other shares into which such Class B Ordinary Shares may convert from time to time)
to any Person in violation of the Voting Agreement, save to the extent that such transferee or disposee first undertakes in favor of Purchaser
to comply with the undertaking set out in this Section 7.05(b).
Notwithstanding anything contained
in this Agreement to the contrary, this Section 7.05(b) shall survive the Closing indefinitely and shall be binding,
jointly and severally, on all successors and assigns of Sellers and Purchaser.
Section 7.06 Third
Party Consents. Notwithstanding anything to the contrary in this Agreement, in no event shall
Sellers or the Company or any of its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection
with obtaining any consents, authorizations or approvals required in order to consummate the Transactions pursuant to the terms of any
Contract or any Company License to which the Company or any of its Subsidiaries is a party, save that the Company shall be required to
bear any cost and expenses relating to the convening and holding of the Company Shareholders’ Meeting.
Section 7.07 Notices
of Certain Events. Sellers and the Company shall give prompt notice to Purchaser, and Purchaser
shall give prompt notice to Sellers and the Company, of (i) any notice or other communication received by such party from any Governmental
Authority in connection with this Agreement or the Transactions or from any Person alleging that the consent of such Person is or may
be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such
consent could be material to the Company or Purchaser, and (ii) any Proceedings commenced or, to such party’s Knowledge, threatened
against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreement or the
Transactions; provided, however, each Seller’s and the Company’s obligation, actions or inactions pursuant to this Section 7.07
shall be deemed excluded for purposes of determining whether any condition set forth on Annex I or Article VIII
has been satisfied.
Section 7.08 Conduct
of Business by Purchaser Pending the Closing; Subsequent Closing Notice.
(a) Purchaser
covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which this
Agreement is terminated pursuant to Section 9.01, Purchaser:
(i) shall
not amend or otherwise change, in any material respect, any of Purchaser’s Organizational Documents, except as may be agreed in
writing by the Company;
(ii) shall
take all action necessary to consummate the Transactions, subject to and in accordance with this Agreement; and
(iii) shall
not, and shall not permit any of their Affiliates to, acquire or agree to acquire by merging or consolidating with, or by purchasing a
substantial portion of the assets of or equity in, or by any other manner, any business of any Person or other business organization or
division thereof, or otherwise acquire or agree to acquire any assets if such business competes in any line of business of the Group Companies
and the entering into of a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation would reasonably
be expected to (i) materially impose any delay in the obtaining of, or increase the risk of not obtaining, any authorization, consent,
order, declaration or approval of any Governmental Authority necessary to consummate the Transactions or the expiration or termination
of any applicable waiting period, (ii) increase the risk of any Governmental Authority entering a Governmental Order prohibiting
the consummation of Transactions, (iii) increase the risk of not being able to remove any such Governmental Order on appeal or otherwise,
or (iv) materially delay or prevent the consummation of the Transactions.
(b) Purchaser
covenants and agrees that, between the date of this Agreement and the earlier of (A) the Subsequent Closing and (B) the date,
if any, on which this Agreement is terminated pursuant to Section 9.01, Purchaser:
(i) shall
not, and shall not permit any of their Affiliates to, take or agree to take any action that would reasonably be expected to prevent or
materially delay the consummation of the Transactions; and
(ii) shall
not, and shall not permit any of their Affiliates to enter or agree to enter into any definitive agreement for the acquisition of any
business or Person or take or agree to take any other action which, in either case, would reasonably be expected to materially interfere
with their ability to pay or make available to the Company immediately prior to the Effective Time funds sufficient for the satisfaction
of all of Purchaser’s obligations under this Agreement, including the payment of the aggregate Consideration, the payment of all
associated costs and expenses for which Purchaser is responsible pursuant to this Agreement, or that otherwise would prevent, materially
delay or materially impede the performance by Purchaser of its obligations under this Agreement or the consummation of the Transactions.
Section 7.09 Additional
Agreements.
Without limitation or contravention
of the provisions of Section 6.01, and subject to the terms and conditions of this Agreement that address matters more
specifically, each of the parties hereto shall otherwise use reasonable best efforts to take, or cause to be taken, all actions necessary
to consummate the Transactions.
Section 7.10 Equity
Financing.
(a) Purchaser
shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary,
proper or advisable to arrange, obtain and consummate the Equity Financing in full not later than the Closing Date on the terms and conditions
described in or contemplated by the Equity Commitment Letter or on other terms with respect to conditionality that are not less favorable
to Purchaser than the conditions set forth in the Equity Commitment Letter as of the date of this Agreement and otherwise on terms and
conditions as would not have any result, event or consequence described in any of clauses (i) through (iv) of Section 7.10(b),
including using reasonable best efforts to (i) maintain in full force and effect the Equity Commitment Letter, (ii) satisfy
and comply with on a timely basis (except to the extent that Purchaser shall have obtained the waiver of) all conditions precedent to
the funding or investing of the Equity Financing required in the Equity Commitment Letter that are within its control that are to be satisfied
by Purchaser, (iii) if all of the conditions precedent to the funding of the Equity Financing are satisfied, consummate the Equity
Financing at or prior to the Closing and (iv) enforce its rights under the Equity Commitment Letter. Purchaser shall not release
or consent to the termination of the obligations of the Investor to provide the Equity Financing.
(b) Purchaser
shall not, without the prior written consent of the Company, agree to, or permit, any amendment, restatement, replacement, supplement,
or other modification of, or waiver or consent under, the Equity Commitment Letter or other documentation relating to the Equity Financing
that would, (i) reasonably be expected to adversely affect Purchaser’s ability to consummate the Transactions; (ii) reduce
the aggregate amount of the Equity Financing; (iii) impose new or additional conditions beyond the conditions precedent to the Equity
Financing as set forth in the Equity Commitment Letter; or (iv) reasonably be expected to prevent, delay, impede or impair the Closing.
Purchaser shall promptly deliver to the Company copies of any amendment, restatement, replacement, supplement, or other modification of,
or waiver or consent under, the Equity Commitment Letter or other documentation relating to the Equity Financing. Neither Purchaser nor
any of its Affiliates shall take any action that could reasonably be expected to materially delay or prevent the consummation of the Equity
Financing.
(c) Purchaser
acknowledges and agrees that obtaining the Equity Financing is not a condition to the Closing. If the Equity Financing has not been funded,
Purchaser will continue to be obligated, subject to the satisfaction or waiver (to the extent waivable) of the conditions set forth in
Article VIII and Annex I, to consummate the Transactions.
(d) Purchaser
shall give the Company and Sellers prompt notice following Purchaser obtaining knowledge (A) of any material breach (or threatened
material breach) or material default (or any event or circumstance that, with or without notice or lapse of time, or both, would reasonably
be expected to give rise to any material breach or material default) by any party to the Equity Commitment Letter; (B) of any dispute
among any parties to the Equity Commitment Letter with respect to the Equity Commitment Letter or the Equity Financing; and (C) if
for any reason Purchaser at any time believes that it will not be able to obtain all or any portion of the Equity Financing necessary
to consummate the transactions contemplated hereby. Purchaser will provide any information reasonably requested by the Company or Sellers
relating to any of the circumstances referred to in the previous sentence as soon as reasonably practical after the date that the Company
or Sellers deliver a written request therefor to Purchaser.
Section 7.11 Registration
Rights.
Between the date hereof and
the Closing, the Company and Purchaser shall each use reasonable best efforts to negotiate in good faith the terms and conditions of and
enter into (and shall cause their respective applicable Affiliates to enter into) the registration rights agreement (on substantially
the terms set forth in the term sheet attached hereto as Exhibit C) (the “Registration Rights Agreement”),
effective as of Closing. Notwithstanding the foregoing, if the parties hereto are unable, prior to the Closing, to enter into the Registration
Rights Agreement, then, following the Closing, the terms set forth on Exhibit C shall be binding on the parties hereto
and such parties shall operate in accordance therewith.
Section 7.12 Register
of Members. As promptly as practicable following the Closing, the Company shall deliver a copy
of the Company’s duly updated register of members to the Purchaser.
Article VIII.
CONDITIONS TO THE TRANSACTIONS
Section 8.01 Conditions
to the Obligations to Consummate the Transactions.
(a) The
respective obligations of Sellers, Company and Purchaser to consummate (i) the purchase and sale of the Sale Shares and (ii) the
subscription, issue and allotment of the Closing Subscription Shares, are in each case subject to the satisfaction (or written waiver
by all parties hereto, if permissible under Applicable Law), at or prior to the Closing Date, of each of the following conditions:
(i) No
Injunction. The consummation of (A) the sale and purchase of the Sale Shares and (B) the subscription, issue and allotment
of the Closing Subscription Shares shall in each case not then be enjoined or prohibited by any order, judgment, decree, injunction or
ruling (whether temporary, preliminary or permanent) of any Governmental Authority.
(ii) Expiration
of Offer. The Expiration Time shall have occurred at a time when Purchaser shall be obligated to accept the Class A Ordinary
Shares validly tendered (and not validly withdrawn) pursuant to the Offer.
(iii) Regulatory
Approvals. (A) The clearances, approvals and consents required to be obtained under the Antitrust Laws set forth in Schedule
A hereto shall have been obtained and shall be in full force and effect, (B) the PL Approval shall have been obtained and shall
be in full force and effect and (C) the Football Association Approval shall have been obtained and shall be in full force and effect.
(iv) Amendment
Proposal. The Amendment Proposal shall have been approved by the Company’s shareholders and the Amended Articles (x) will
be in full force and effect as of immediately prior to the Closing or (y) will automatically come into full force and effect simultaneously
with the occurrence of the Closing.
(b) The
obligation of Purchaser to consummate (i) the purchase and sale of the Sale Shares and (ii) the subscription, issue and allotment
of the Closing Subscription Shares is subject to the satisfaction (or written waiver by Purchaser, if permissible under Applicable Law)
at or prior to the Closing Date, of each of the following conditions:
(i) Each
of the representations and warranties made by the Company in Section 4.01(a), Section 4.02, Section 4.05(a),
Section 4.07(i) and Section 4.20, as well as the Seller Fundamental Representations shall be true and correct
in all material respects as of the Closing Date as if made at the Closing Date, except for those representations and warranties that speak
as of a particular date, which shall be true and correct in all respects as of such date; provided that, if Purchaser waives the
condition to the Offer set forth in clause (a) of Annex I, then this Section 8.01(b)(i) shall
automatically be deemed waived to the same extent and in the same manner.
(ii) The
Sellers and Company shall have complied in all material respects with the covenants and obligations required to be performed by them under
this Agreement at or prior to the Closing Date; provided that, if Purchaser waives the condition to the Offer set forth in clause
(e) of Annex I, then this Section 8.01(b)(ii) shall automatically be deemed waived
to the same extent and in the same manner.
(c) The
respective obligations of Company and Purchaser to consummate the subscription, issue and allotment of the Subsequent Subscription Shares,
are in each case subject to the satisfaction (or written waiver by all parties hereto, if permissible under Applicable Law) at or prior
to the Subsequent Closing Date of each of the following conditions:
(i) No
Injunction. The consummation of the subscription, issue and allotment of the Subsequent Subscription Shares shall not then be enjoined
or prohibited by any order, judgment, decree, injunction or ruling (whether temporary, preliminary or permanent) of any Governmental Authority;
and
(ii) Closing.
The Closing shall have occurred.
Article IX.
TERMINATION
Section 9.01 Termination.
(a) Notwithstanding
anything contained in this Agreement to the contrary, this Agreement may be terminated and the sale and purchase of the Sale Shares, the
Offer and the other Transactions may be abandoned at any time prior to the Closing Date notwithstanding receipt of the Required Company
Shareholder Approval (except as expressly noted), only as follows:
(i) by
mutual written agreement of Sellers, Company and Purchaser;
(ii) by
either Sellers, the Company or Purchaser, if the Closing shall not have occurred on or before 5:00 p.m. (Eastern time) on April 24,
2024, (the “End Date”), whether such date is before or after the date of the receipt of Required Company Shareholder
Approval or the satisfaction of the Offer Conditions; provided, however, that if on the End Date all of the conditions to
the Closing set forth in Sections 8.01(a) and (b) have been satisfied or waived (other than (i) those
conditions that by their terms are to be satisfied at the Closing, which conditions shall be capable of being satisfied at such time,
and (ii) the condition set forth in Section 8.01(a)(i), (ii) or (iii)), then the End Date will automatically
be extended to June 24, 2024; provided, further, that the right to terminate this Agreement pursuant to this Section 9.01(a)(ii) may
not be exercised by (A) any party whose failure to perform any covenant or obligation under this Agreement has been the principal
cause of, or resulted in, the failure of the Closing to have occurred on or before the End Date or (B) any party in the event that
there is then any pending Proceeding to specifically enforce this Agreement against such party;
(iii) by
either Sellers, the Company or Purchaser, if any Governmental Authority shall have issued an order, decree or ruling enjoining or otherwise
prohibiting prior to the Closing Date, the sale and purchase of the Sale Shares or the Offer, and such order, decree or ruling shall have
become final and non-appealable (which order, decree, ruling or other action the party seeking to terminate this Agreement shall have
used its reasonable best efforts to resist, resolve or lift, as applicable); provided, however, that the right to terminate
this Agreement pursuant to this Section 9.01(a)(iii) may not be exercised by any party whose failure to perform any covenant
or obligation under this Agreement has been the principal cause of, or resulted in, the issuance of such order, decree or ruling;
(iv) by
either Sellers, the Company or Purchaser, if (i) the Company Shareholders’ Meeting (including any adjournments and postponements
thereof) shall have been held and completed and the Company’s shareholders shall have voted on a proposal to approve the Amendment
Proposal and (ii) the Amendment Proposal shall not have been approved at such meeting (and shall not have been approved at any adjournment
or postponement thereof) by the Required Company Shareholder Approval;
(v) by
Purchaser if there is:
(A) an
Adverse Recommendation Change;
(B) any
breach of any representation, warranty, covenant or agreement on the part of the Company or Sellers set forth in this Agreement, such
that the conditions specified Section 8.01(a) and/or (b) would not be satisfied at the Closing (a “Terminating
Company Breach”), except that, if such Terminating Company Breach is curable by the Sellers or the Company through the exercise
of its reasonable best efforts, then such termination shall become effective only if the Terminating Company Breach is not cured prior
to the End Date; provided, however, that if the Sellers or the Company, as applicable, continue to use their reasonable
best efforts to cure such Terminating Company Breach, the End Date shall be extended for a period of up to forty-five (45) days; provided,
however, that Purchaser shall not have the right to terminate this Agreement pursuant to this Section 9.01(a)(v) if
Purchaser is then in material breach of any of its material obligations under this Agreement;
(vi) by
the Company or Sellers if there is any breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth
in this Agreement that would reasonably be expected, individually or in the aggregate, to prevent or materially delay the consummation
of the Transactions (a “Terminating Purchaser Breach”), except that, if such Terminating Purchaser Breach is curable
by Purchaser through the exercise of its reasonable best efforts, then such termination shall become effective only if the Terminating
Purchaser Breach is not cured prior to the End Date; provided, however, that if Purchaser continues to use its reasonable
best efforts to cure such Terminating Purchaser Breach, the End Date shall be extended for a period of up to forty-five (45) days; provided,
however, that the Company shall not have the right to terminate this Agreement pursuant to this Section 9.01(a)(vi) if
the Company is then in material breach of any of its material obligations under this Agreement;
(vii) by
the Company if (i) Purchaser shall have failed to commence (within the meaning of Rule 14d-2 promulgated under the Exchange
Act) the Offer within the period specified in Section 2.03(a) (other than due to a breach by the Company of its obligations
under Section 2.03(b)) or (ii) Purchaser shall have failed to accept for payment and purchase and pay for all Class A
Ordinary Shares validly tendered (and not validly withdrawn) as of the expiration of the Offer (as it may be extended); or
(viii) by
Sellers or the Company, if (i) all of the conditions set forth in Section 8.01 (other than conditions which are to be
satisfied by actions taken at the Closing) have been satisfied, and (ii) Purchaser fails to consummate the Closing within three (3) Business
Days following the date the Closing should have occurred pursuant to Section 2.02.
(b) Notwithstanding
anything contained in this Agreement to the contrary, the provisions of this Agreement pertaining to the Subsequent Share Subscription
may be terminated and the subscription, issue and allotment of the Subsequent Subscription Shares may be abandoned at any time following
the Closing Date and prior to the Subsequent Closing Date only as follows:
(i) by
mutual written agreement of Sellers, the Company and Purchaser;
(ii) by
either the Company or Purchaser, if any Governmental Authority shall have issued an order, decree or ruling enjoining or otherwise prohibiting
prior to the Subsequent Closing Date, the consummation of the subscription, issue and allotment of the Subsequent Subscription Shares,
and such order, decree or ruling shall have become final and non-appealable (which order, decree, ruling or other action the party seeking
to terminate this Agreement shall have used its reasonable best efforts to resist, resolve or lift, as applicable); provided, however,
that the right to terminate this Agreement pursuant to this Section 9.01(b)(ii) may not be exercised by any party whose
failure to perform any covenant or obligation under this Agreement has been the principal cause of, or resulted in, the issuance of such
order, decree or ruling; or
(iii) by
either Sellers, the Company or Purchaser, if the Subsequent Closing shall not have occurred on or before 5:00 p.m. (Eastern time)
on December 31, 2024; provided, however, that the right to terminate this Agreement pursuant to this Section 9.01(b)(iii) may
not be exercised by (A) any party whose failure to perform any covenant or obligation under this Agreement has been the principal
cause of, or resulted in, the failure of the Subsequent Closing to have occurred on or before December 31, 2024 or (B) any party
in the event that there is then any pending Proceeding to specifically enforce this Agreement against such party.
The party desiring to terminate this
Agreement pursuant to this Section 9.01 (other than pursuant to Section 9.01(a)(i) or Section 9.01(b)(i))
shall give a notice of such termination to the other party setting forth the basis on which such party is terminating this Agreement.
Section 9.02 Effect
of Termination.
(a) Except
as otherwise set forth in this Section 9.02 and Section 9.03, in the event of the termination of this Agreement
pursuant to Section 9.01(a), this Agreement shall forthwith become void and have no effect, without any liability on
the part of any party hereto or its respective Affiliates, officers, directors or shareholders, other than liability of Sellers, the Company
(subject to Section 9.03), or Purchaser, as the case may be, for Fraud and any intentional and willful breach of this Agreement
occurring prior to such termination.
(b) Except
as otherwise set forth in this Section 9.02 and Section 9.03, in the event of the termination of this Agreement
pursuant to Section 9.01(b), the provisions of this Agreement pertaining to the Subsequent Share Subscription shall forthwith
become void and have no effect, without any liability on the part of any party hereto or its respective Affiliates, officers, directors
or shareholders, other than liability of Sellers, the Company (subject to Section 9.03), or Purchaser, as the case may be,
for Fraud and any intentional and willful breach of this Agreement occurring prior to such termination (which Purchaser acknowledges and
agree may include damages based on a decrease in share value or lost premium by or behalf of the shareholders of the Company).
(c) The
provisions of Section 7.04, Section 9.02, Section 9.03, Article X and the Confidentiality
Agreement, shall survive any termination of this Agreement.
Section 9.03 Expenses;
Termination Fee.
(a) Except
as set forth in Section 7.06 and this Section 9.03, each party hereto shall bear its own expenses incurred in
connection with this Agreement and the Transactions whether or not such Transactions shall be consummated, including all fees of its legal
counsel, financial advisers and accountants; provided, however that Purchaser shall bear and timely pay all Transfer Taxes and shall prepare
and timely file, at its expense, all Tax Returns and other documentation with respect to such Transfer Taxes.
(b) In
the event that this Agreement is terminated (A) by Sellers or the Company pursuant to Section 9.01(a)(vi) (Terminating
Purchaser Breach) or Section 9.01(a)(vii) or Section 9.01(a)(viii) (Purchaser Failure to Close)
or (B) by either party in accordance with Section 9.01 and at the time of such termination this Agreement is terminable
(even if not terminated) by Sellers or the Company pursuant to Section 9.01(a)(vi) (Terminating Purchaser Breach)
or Section 9.01(a)(viii) (Purchaser Failure to Close), then Purchaser shall pay (or cause to be paid) to the Company
(to such account as the Company shall notify for such purpose), by wire transfer of immediately available funds, a sum equal, in the aggregate,
to the Payment Fund (the “Purchaser Termination Fee”) within three (3) Business Days following such termination.
(c) In
the event that this Agreement is terminated by (i) Sellers or the Company pursuant to Section 9.01(a)(iii) (Legal
Restraint) or (ii) by Seller, the Company or Purchaser pursuant to Section 9.01(a)(ii) (End Date) and
at the time of such termination the conditions set forth in Section 8.01(a)(iii) are not satisfied, then Purchaser shall
pay (or cause to be paid) to the Company (to such account as the Company shall notify for such purpose), by wire transfer of immediately
available funds, a sum equal to fifty (50) percent of the Payment Fund (the “Other Regulatory Termination Fee”).
(d) In
the event that this Agreement is terminated pursuant to Section 9.01(a)(v)(A) (Adverse Recommendation Change),
then the Company shall pay (or cause to be paid) to the Purchaser, by wire transfer of immediately available funds to an account specified
by the Purchaser, a sum equal to (a) $48,000,000 plus (b) an amount (not to exceed $18,000,000) for Purchaser’s
reasonable and documented costs and expenses incurred in connection with this Agreement and the Transactions (collectively, the “Seller
Termination Fee”) within three (3) Business Days following such termination.
(e) Each
of the Sellers and Purchaser acknowledge and agree that the agreements contained in Sections 9.02 and 9.03 are
an integral part of the Transactions, and that, without these agreements, neither Purchaser nor Sellers would enter into this Agreement.
Accordingly, if the Company or Purchaser (as applicable) fail to promptly pay any amount due pursuant to this Section 9.03
(the “Defaulting Party”), the Defaulting Party shall pay to (x) in the event the Company is the Defaulting Party,
Purchaser, and (y) in the event Purchaser is the Defaulting Party, the Company, all reasonable fees, costs and expenses of enforcement
(including reasonable attorney’s fees as well as reasonable expenses incurred in connection with any action initiated by Sellers),
together with interest on the amount of the Purchaser Termination Fee, the Other Regulatory Termination Fee or the Seller Termination
Fee, as applicable, at the prime lending rate as published in The Wall Street Journal, in effect on the date such payment is required
to be made (collectively, “Enforcement Costs”). Sellers and Purchaser acknowledge and agree that the Purchaser Termination
Fee, the Other Regulatory Termination Fee, and the Seller Termination Fee are not a penalty, but rather are liquidated damages in a reasonable
amount that will compensate the Company and Purchaser (as applicable) in the circumstances in which such fee or amount, as applicable,
is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this
Agreement and on the expectation of the consummation of the Transactions. The parties hereto acknowledge and hereby agree that in no event
shall the Purchaser Termination Fee, the Other Regulatory Termination Fee, or the Seller Termination Fee be payable more than once.
(f) Any
amounts payable pursuant to Section 9.03 shall be paid by wire transfer of immediately available funds in accordance with
this Section 9.03 to: (i) in respect of amounts owed to the Company, an account designated by Sellers’ Representative,
and (ii) in respect of amounts owed to Purchaser, an account designated by Purchaser (in each case, at least one (1) Business
Day prior to the date such fee is due to be paid).
Section 9.04 Termination
and VAT. Purchaser agrees (i) to use all reasonable efforts to secure that any payments
(including any payments contemplated by Section 9.03(b), Section 9.03(c) and Section 9.03(e)),
should not represent consideration for a taxable supply for VAT purposes (including not taking any contrary position in any Tax filing
or return or in any correspondence with any Governmental Authority); (ii) that any payments to Sellers, the Company or any other
Persons under this Agreement (including in connection with the Purchaser Termination Fee, the Other Regulatory Termination Fee) will be
exclusive of any VAT incurred by a party; and (iii) that in the event that any Governmental Authority determines that any payments
hereunder are consideration for a taxable supply in respect of which Sellers or the Company are liable to account for VAT, then the applicable
payment owed to Sellers or the Company will be increased to take into account such VAT.
Article X.
MISCELLANEOUS
Section 10.01 Notices.
All notices and other communications among the parties hereto shall be in writing and shall be deemed
to have been duly given (i) when delivered in person, (ii) when delivered after posting in the U.S. mail having been sent
registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by nationally recognized overnight delivery
service, or (iv) when delivered by email (provided that the sender does not receive any “bounce back” or other
notification of error in transmission), addressed as follows:
if to Purchaser:
(a) for
notices delivered pursuant to Section 6.01(a) only, to:
Email:
#####
with a copy to (which
shall not constitute notice):
Email:
##### and #####
(b) for
notices delivered pursuant to Section 6.01(d) only, to:
Email:
#####
with a copy to (which
shall not constitute notice):
Email:
##### and #####
(c) for
notices relating to all other matters, to:
#####
#####
#####
#####
Attention: Legal
Email:
#####
with a copy to (which
shall not constitute notice):
Slaughter and May
1 Bunhill Row
London EC1Y 8YY
United Kingdom
Attention: Hywel Davies and Andrew
Jolly
Email:
##### and #####
Paul, Weiss, Rifkind,
Wharton & Garrison
1285 6th Ave
New York, NY
10019
United States
Attention: Krishna
Veeraraghavan and Benjamin Goodchild
Email:
##### and #####
if to the Company,
to:
MANCHESTER UNITED
plc
Sir Matt Busby Way,
Old Trafford Manchester, England, M16 0RA
Attention: Patrick
Stewart
Email:
#####
with a copy to (which
shall not constitute notice):
Woods Oviatt Gilman
LLP
1900 Bausch &
Lomb Place
Rochester NY 14604
Attention: Mitchell
S. Nusbaum
Email:
#####
with a copy to (which
shall not constitute notice):
Latham &
Watkins LLP
1271 Avenue of the
Americas
New York, NY 10020
Attention: Justin
G. Hamill, Robert M. Katz and Ian Nussbaum
Email:
#####, ##### and #####
if to a Seller,
to the address set out opposite their name in Schedule B
or
to such other address, or email address for a party as shall be specified in a notice given in accordance with this Section 10.01;
provided that any notice received by email or otherwise at the addressee’s location on any Business Day after 5:00 P.M. (addressee’s
local time) or on any day that is not a Business Day shall be deemed to have been received at 9:00 A.M. (addressee’s local
time) on the next Business Day; provided, further, that notice of any change to the address or any of the other details
specified in or pursuant to this Section 10.01 shall not be deemed to have been received until, and shall be deemed to have
been received upon, the later of the date specified in such notice or the date that is five (5) Business Days after such notice would
otherwise be deemed to have been received pursuant to this Section 10.01.
Section 10.02 Remedies
Cumulative; Specific Performance. The parties hereto agree that irreparable damage would occur,
and that the parties would not have any adequate remedy at law, in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached (including failing to take such actions as are required of it hereunder
to consummate the Transactions). It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, specific
performance and other equitable relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions of this
Agreement, without proof of actual damages or otherwise, in addition to any other remedy to which any party is entitled at law or in equity.
Each party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis
that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason
at law or in equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order
or injunction. The parties hereto further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary
to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. To the extent
any party hereto brings an action, suit or proceeding to enforce specifically the performance of the terms and provisions of this Agreement
(other than an action to enforce specifically any provision that expressly survives termination of this Agreement), the End Date shall
automatically be extended to (i) the twentieth (20th) Business Day following the resolution of such action, suit or proceeding
or (ii) such other time period established by the court presiding over such action, suit or proceeding (it being understood that
this Section 10.02 is not intended and shall not be construed to limit in any way the provisions of Section 9.03(b) or
Section 9.03(c)). Notwithstanding anything to the contrary in this Agreement, the sole and exclusive remedy of the parties
hereto relating to any breach of this Agreement shall be the right to (i) seek and obtain an award of specific performance as described
in this Section 10.02, or (ii) prior to the Closing, terminate this Agreement and either (x) receive the Purchaser
Termination Fee, the Other Regulatory Termination Fee or Seller Termination Fee, as applicable, or (y) seek and obtain damages in
accordance with Article IX.
Section 10.03 No
Survival of Representations, Warranties and Covenants. The representations and warranties and
covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this
Agreement and in any certificate or other writing delivered pursuant hereto by any Person shall terminate at the Effective Time or, except
as provided in Section 9.02, upon the termination of this Agreement pursuant to Section 9.01, as the case may
be, except that this Section 10.03 shall not limit (i) any covenant or agreement of the parties hereto which by its terms
contemplates performance after the Effective Time or after termination of this Agreement, including those contained in Section 7.05
or (ii) the liability for any party for Fraud.
Section 10.04 Amendments
and Waivers.
(a) Any
provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing
and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the
waiver is to be effective.
(b) No
failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.
Section 10.05 Disclosure
Letter References. The parties hereto agree that any reference in a particular Section of
the Company Disclosure Letter or Purchaser Disclosure Letter, as the case may be, shall only be deemed to be an exception to (or, as applicable,
a disclosure for purposes of) (a) the representations and warranties (or covenants, as applicable) of the relevant party that are
contained in the corresponding Section of this Agreement and (b) any other representations and warranties (or covenant, as applicable)
of such party that are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for
purposes of) such representations and warranties (or covenant, as applicable) would be reasonably apparent to an individual who has read
that reference and such representations and warranties (or covenant, as applicable). The listing of any matter on a party’s Disclosure
Letter shall not be deemed to constitute an admission by such party, or to otherwise imply, that any such matter is material, is required
to be disclosed by such party under this Agreement or falls within relevant minimum thresholds or materiality standards set forth in this
Agreement. No disclosure in a party’s Disclosure Letter relating to any possible breach or violation by such party of any Contract
or Applicable Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred.
In no event shall the listing of any matter in a party’s Disclosure Letter be deemed or interpreted to expand the scope of such
party’s representations, warranties and/or covenants set forth in this Agreement.
Section 10.06 Binding
Effect; Benefit; Assignment.
(a) This
Agreement shall be binding upon, inure solely to the benefit of and be enforceable by each party hereto and their respective permitted
successors and assigns. Nothing in this Agreement, express or implied is intended to or shall confer upon any other Person any right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.
(b) Neither
this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto by operation of
Law or otherwise without the prior written consent of the other parties, except that Purchaser may assign any and all of its rights
or obligations under this Agreement to one of its Affiliates, in whole or in part if such assignment would not reasonably be expected
to prevent or materially delay the Closing or impose any greater cost upon Sellers pursuant to the terms of this Agreement than would
otherwise be so delayed or imposed, as applicable, pursuant to this Agreement; provided that if such Affiliate of Purchaser ceases
to be an Affiliate of Purchaser, Purchaser shall cause this Agreement to be assigned to an Affiliate of Purchaser. Any purported assignment
in violation of this Section 10.06(b) shall be null and void.
Section 10.07 Governing
Law. This Agreement (and any claims, disputes, controversies and causes of action or other Proceedings
(whether at Law, in contract, in tort or otherwise) arising out of or relating to this Agreement, the Transactions or the actions of Purchaser,
Sellers, or the Company in the negotiation, administration, performance and enforcement thereof (“Relevant Matters”))
shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard to Laws that may be applicable
under conflicts of laws principles that would cause the application of the Laws of any jurisdiction other than the Laws of the State of
Delaware; provided, however, for the avoidance of doubt, that matters pertaining to the fiduciary duties of the Company,
its directors and officers shall be governed by the Laws of the Cayman Islands. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES AGREE
THAT SERVICE OF PROCESS UPON A PARTY AT THE ADDRESS REFERRED TO IN SECTION 10.01 (INCLUDING BY PREPAID CERTIFIED MAIL WITH
A VALIDATED PROOF OF MAILING RECEIPT), TOGETHER WITH WRITTEN NOTICE OF SUCH SERVICE TO SUCH PARTY, SHALL BE DEEMED EFFECTIVE SERVICE OF
PROCESS UPON SUCH PARTY AND SHALL HAVE THE SAME LEGAL FORCE AND EFFECT AS IF SERVED UPON SUCH PARTY PERSONALLY WITHIN THE STATE OF DELAWARE.
Section 10.08 Jurisdiction;
Arbitration; Forum.
(a) Any
Relevant Matters (except for internal affairs of the Company,) shall be finally settled under the Rules of Arbitration of the International
Chamber of Commerce then in effect (the “ICC” and such rules, the “Rules”). The place of arbitration
shall be New York City, New York. The language of the arbitration shall be English. The arbitral tribunal shall be composed of three arbitrators.
One arbitrator shall be nominated by the claimant(s) in the Request for Arbitration. The second arbitrator shall be nominated by
the respondent(s) within twenty (20) days of its receipt of the Request for Arbitration. The third arbitrator, who shall be the presiding
arbitrator, shall be nominated by agreement of the two other arbitrators within ten (10) days from the date of the appointment of
the second arbitrator. Each arbitrator must have at least ten (10) years’ experience in complex commercial matters, including
mergers and acquisitions. If any arbitrator is not nominated within these time periods, or the two party-nominated arbitrators are unable
to agree on a presiding arbitrator, the ICC Court shall appoint such arbitrator as soon as possible. The parties hereto agree that the
preliminary conference shall take place no later than ten (10) days after the constitution of the arbitral tribunal. The parties
hereto agree that any service or written communication (including, the answer, any reply or exchange of information) shall be made in
a manner provided by Section 10.01 of this Agreement, or as otherwise agreed to by the parties in writing, or as directed
by the arbitral tribunal in its discretion. The tribunal may seek to compel the production of evidence from non-parties to the fullest
extent permitted by applicable Law. The arbitration hearing shall be limited to one (1) week, if the tribunal deems such limitation
appropriate, and provided, that the tribunal, where it considers it appropriate in order to provide any party with a full and fair opportunity
to be heard, may require a hearing be held over the course of more than one week, and shall be conducted as soon as reasonably practicable
after the constitution of the tribunal, as determined by the tribunal in its discretion. The tribunal shall issue its final award as promptly
as practicable taking into account the nature of the claims and any other facts or circumstances the tribunal deems relevant, but in no
event later than ninety (90) calendar days after the close of the final evidentiary hearing. The parties agree that the tribunal may extend
any deadline set forth in this Section 10.08(a) if, in its discretion, more time is needed in light of the nature of
the claims and the relevant facts and circumstances. The tribunal is authorized to award monetary damages and to grant specific performance
of this Agreement and other injunctive relief (which for the avoidance of doubt, shall include specific performance), including interim
relief pending the final award; provided, the tribunal shall have no authority to award punitive or other types of non-contractual damages.
(b) The
award of the arbitral tribunal shall be final and binding upon the parties and non-appealable, and judgment upon any award may be entered
in any court that has jurisdiction thereof. Notwithstanding anything to the contrary set forth herein, any party to an award may apply
to any court of competent jurisdiction for enforcement of such award.
(c) Nothing
in this Section 10.08 shall prevent a party from seeking any provisional, interim or conservatory measures (including preliminary
injunctive relief) from any court of competent jurisdiction at any time if any such party believes in good faith that it will suffer irreparable
injury before the tribunal has been appointed or before the tribunal has had time to render a final award or award the necessary injunctive
relief. The parties agree that any such application may be made in the Court of Chancery of the State of Delaware, and agree to waive
any objection to jurisdiction or venue in Delaware. Any such request by a party to a court for provisional, interim or conservatory measures
(including preliminary injunctive relief) shall not be deemed incompatible with the agreement to arbitrate in this Section 10.08,
or a waiver of the right to arbitrate. In respect of any such interim relief, service of process, summons, notice or document to any party’s
address and in the manner set forth in Section 10.01 shall be effective service of process for any such action, and for purposes
of this Section 10.08(c), Purchaser hereby agrees to appoint Paul, Weiss, Rifkind, Wharton & Garrison LLP as its
agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any claim or Proceeding
and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over Purchaser in the State of
Delaware and in the courts of Delaware. Purchaser stipulates that such consent and appointment is irrevocable and coupled with an interest.
To the extent that any Seller does not have a registered agent in the State of Delaware at any time, such Seller hereby agrees to appoint
CT Corporation System as its agent for the acceptance of service of process, and all Sellers hereby appoint CT Corporation System as their
attorneys-in-fact for making appearances on their behalf in any claim or Proceeding and for the taking of all such acts as may be necessary
or appropriate in order to confer jurisdiction over Sellers in the State of Delaware and in the courts of Delaware. Sellers stipulate
that such consent and appointment is irrevocable and coupled with an interest. The parties agree (1) to the extent a party is not
otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s
agent for acceptance of legal process, and (2) that, to the fullest extent permitted by Applicable Law, service of process may also
be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting
evidence of valid service, and that service made pursuant to items (1) or (2) above shall, to the fullest extent permitted by
Applicable Law, have the same legal force and effect as if served upon such party personally within the State of Delaware.
Section 10.09 Waiver
of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER
THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR ANY OTHER RELEVANT MATTER.
EACH PARTY UNDERSTANDS THAT ANY AND ALL DISPUTES MAY BE RESOLVED BY BINDING ARBITRATION PURSUANT TO THIS SECTION 10.09.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY PROCEEDING, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.09.
Section 10.10 Counterparts;
Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become
effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless
each party has received a counterpart hereof signed by the other parties hereto, this Agreement shall have no effect and no party shall
have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). The exchange
of a fully executed Agreement (in counterparts or otherwise) by electronic transmission in PDF format shall be sufficient to bind the
parties hereto to the terms and conditions of this Agreement.
Section 10.11 Entire
Agreement. This Agreement, the Confidentiality Agreement, the Governance Agreement, the Ancillary
Agreements and each of the documents, instruments and agreements delivered in connection with the Transactions, including each of the
Exhibits, the Company Disclosure Letter and the Purchaser Disclosure Letter, constitute the entire agreement of the parties hereto and
supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject
matter hereof and, except as otherwise expressly provided herein, are not intended to confer upon any other Person any rights or remedies
hereunder.
Section 10.12 Severability.
If any term or other provision of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, illegal
or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner to the end that the Transactions are consummated as originally contemplated to the fullest extent
possible.
Section 10.13 Seller
Representative. Each Seller agrees that: (i) any consents or approvals required from or
to be given by any Seller under or pursuant to this Agreement may be given by Sellers’ Representative; and (ii) each of the
other parties shall be entitled conclusively and absolutely to rely, without enquiry, on any acts or statements of Sellers’ Representative
made or purported to be made on behalf of all or any of the other Sellers in relation to the Transactions and this Agreement as being
acts or statements of such Sellers.
Section 10.14 No
Recourse. Following the termination of this Agreement, Purchaser agrees that it shall not have
any recourse against any Group Company, Sellers or their respective past, present or future directors, officers and employees (in their
capacities as such) (collectively, the “Non-Recourse Parties”) for any claim, action, suit or other legal proceeding
based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, and Purchaser
waives the right to bring any such claim against the Non-Recourse Parties (whether in tort, contract or otherwise) based on, in respect
of or by reason of the Transactions or in respect of any written or oral representations made or alleged to be made in connection herewith;
provided that, this Section 10.14 shall not be deemed to modify the rights of Purchaser against Sellers or the Company
under this Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
TRAWLERS LIMITED |
|
|
|
By: |
/s/ Tristan Head |
|
|
Name: Tristan Head |
|
|
Title: Officer |
[Signature
Page to Transaction Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
Manchester United plc |
|
|
|
By: |
/s/ Patrick Stewart |
|
|
Name: Patrick Stewart |
|
|
Title: Chief Executive Officer and General Counsel |
[Signature
Page to Transaction Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
Kevin Glazer Irrevocable Exempt Family Trust |
|
|
|
By: |
/s/ Kevin E. Glazer |
|
|
Name: Kevin E. Glazer |
|
|
Title: Trustee |
[Signature
Page to Transaction Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
KEGT Holdings LLC |
|
|
|
By: |
Kevin Glazer Irrevocable Exempt Family Trust,
its sole member |
|
|
|
By: |
/s/ Kevin E. Glazer |
|
|
Name: Kevin E. Glazer |
|
|
Title: Trustee |
[Signature
Page to Transaction Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
Edward S. Glazer Irrevocable Exempt Trust |
|
|
|
By: |
/s/ Edward S. Glazer |
|
|
Name: Edward S. Glazer |
|
|
Title: Trustee |
[Signature
Page to Transaction Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
Joel M. Glazer Irrevocable Exempt Trust |
|
|
|
By: |
/s/ Joel M. Glazer |
|
|
Name: Joel M. Glazer |
|
|
Title: Trustee |
[Signature
Page to Transaction Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
RECO Holdings LLC |
|
|
|
By: |
Joel M. Glazer Irrevocable Exempt Trust, |
|
|
its sole member |
|
|
|
By: |
/s/ Joel M. Glazer |
|
|
Name: Joel M. Glazer |
|
|
Title: Trustee |
[Signature
Page to Transaction Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
Bryan G. Glazer Irrevocable Exempt Trust |
|
|
|
By: |
/s/ Bryan G. Glazer |
|
|
Name: Bryan G. Glazer |
|
|
Title: Trustee |
[Signature
Page to Transaction Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
SCG Global Investment Holdings LLC |
|
|
|
By: |
Bryan G. Glazer Irrevocable Exempt Trust, |
|
|
its sole member |
|
|
|
By: |
/s/ Bryan G. Glazer |
|
|
Name: Bryan G. Glazer |
|
|
Title: Trustee |
[Signature
Page to Transaction Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
Darcie S. Glazer Irrevocable Exempt Trust |
|
|
|
By: |
/s/ Darcie S. Glazer Kassewitz |
|
|
Name: Darcie S. Glazer Kassewitz |
|
|
Title: Trustee |
[Signature
Page to Transaction Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
Avram Glazer Irrevocable Exempt Trust |
|
|
|
By: |
/s/ Avram Glazer |
|
|
Name: Avram Glazer |
|
|
Title: Trustee |
[Signature
Page to Transaction Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
Hamilton TFC LLC |
|
|
|
By: |
Avram Glazer Irrevocable Exempt Trust, |
|
|
its sole member |
|
|
|
By: |
/s/ Avram Glazer |
|
|
Name: Avram Glazer |
|
|
Title: Trustee |
[Signature
Page to Transaction Agreement]
Exhibit A
THE COMPANIES ACT (AS REVISED)
COMPANY LIMITED BY SHARES
AMENDED & RESTATED
MEMORANDUM & ARTICLES OF ASSOCIATION
OF
MANCHESTER UNITED PLC
(ADOPTED
BY SPECIAL RESOLUTION DATED [•])
THE COMPANIES ACT (AS REVISED)
COMPANY LIMITED BY SHARES
AMENDED & RESTATED
MEMORANDUM OF ASSOCIATION
OF
MANCHESTER UNITED PLC
(ADOPTED
BY SPECIAL RESOLUTION DATED [•])
| 1. | The
name of the company is Manchester United plc (the “Company”). |
| 2. | The registered office of the Company will
be situated at Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay,
Grand Cayman, KY1-9005, Cayman Islands or at such other location as the Directors may from
time to time determine. |
| 3. | The
objects for which the Company is established are unrestricted and the Company shall have
full power and authority to carry out any object not prohibited by any law as provided by
Section 7(4) of the Companies Act (as amended) of the Cayman Islands (the “Act”). |
| 4. | The Company shall have and be capable of
exercising all the functions of a natural person of full capacity irrespective of any question
of corporate benefit as provided by Section 27(2) of the Act. |
| 5. | The Company will not trade in the Cayman
Islands with any person, firm or corporation except in furtherance of the business of the
Company carried on outside the Cayman Islands; provided that nothing in this section shall
be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands,
and exercising in the Cayman Islands all of its powers necessary for the carrying on of its
business outside the Cayman Islands. |
| 6. | The liability of the shareholders of the
Company is limited to the amount, if any, unpaid on the shares respectively held by them. |
| 7. | The
capital of the Company is US$325,000.00 divided into 650,000,000 shares
of a nominal or par value of US$0.0005 each provided always that subject to the Act
and the Articles of Association the Company shall have power to redeem or purchase any of
its shares and to sub-divide or consolidate the said shares or any of them and to issue all
or any part of its capital whether original, redeemed, increased or reduced with or without
any preference, priority, special privilege or other rights or subject to any postponement
of rights or to any conditions or restrictions whatsoever and so that unless the conditions
of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary,
preference or otherwise shall be subject to the powers on the part of the Company hereinbefore
provided. |
| 8. | The Company may exercise the power contained
in Section 206 of the Act to deregister in the Cayman Islands and be registered by way
of continuation in some other jurisdiction. |
TABLE OF CONTENTS
TABLE
A |
1 |
|
|
INTERPRETATION |
1 |
|
|
PRELIMINARY |
8 |
|
|
SHARES |
9 |
|
|
SPECIFIC RIGHTS
ATTACHING TO SHARES |
10 |
|
|
MODIFICATION OF RIGHTS |
13 |
|
|
CERTIFICATES |
13 |
|
|
FRACTIONAL SHARES |
13 |
|
|
LIEN |
14 |
|
|
CALLS ON SHARES |
14 |
|
|
FORFEITURE OF SHARES |
15 |
|
|
TRANSFER OF SHARES |
16 |
|
|
TRANSMISSION OF SHARES |
17 |
|
|
ALTERATION OF SHARE CAPITAL |
18 |
|
|
REDEMPTION, PURCHASE
AND SURRENDER OF SHARES |
19 |
|
|
TREASURY SHARES |
19 |
|
|
GENERAL MEETINGS |
20 |
|
|
NOTICE OF GENERAL
MEETINGS |
21 |
|
|
PROCEEDINGS AT GENERAL
MEETINGS |
21 |
|
|
VOTES OF SHAREHOLDERS |
23 |
|
|
CORPORATIONS ACTING
BY REPRESENTATIVES AT MEETINGS |
24 |
|
|
DIRECTORS |
24 |
|
|
POWERS
AND DUTIES OF DIRECTORS |
25 |
|
|
BORROWING POWERS
OF DIRECTORS |
27 |
|
|
THE SEAL |
27 |
|
|
DISQUALIFICATION OF DIRECTORS |
28 |
|
|
PROCEEDINGS OF DIRECTORS |
28 |
|
|
EXECUTIVE COMMITTEE |
31 |
|
|
DIVIDENDS |
32 |
|
|
ACCOUNTS, AUDIT
AND ANNUAL RETURN AND DECLARATION |
33 |
|
|
CAPITALISATION OF RESERVES |
33 |
|
|
SHARE PREMIUM ACCOUNT |
34 |
|
|
NOTICES |
34 |
|
|
INDEMNITY |
36 |
|
|
NON-RECOGNITION OF TRUSTS |
37 |
|
|
WINDING UP |
37 |
|
|
AMENDMENT OF ARTICLES OF ASSOCIATION |
37 |
|
|
CLOSING OF REGISTER
OR FIXING RECORD DATE |
37 |
|
|
REGISTRATION BY
WAY OF CONTINUATION |
38 |
|
|
MERGERS AND CONSOLIDATION |
38 |
|
|
DISCLOSURE |
38 |
COMPANIES LAW (AS AMENDED)
COMPANY LIMITED BY SHARES
AMENDED & RESTATED
ARTICLES OF ASSOCIATION
OF
MANCHESTER UNITED PLC
(ADOPTED
BY SPECIAL RESOLUTION DATED [•])
TABLE A
The Regulations contained or incorporated in
Table ‘A’ in the First Schedule of the Act shall not apply to Manchester United plc (the “Company”) and
the following Articles shall comprise the Articles of Association of the Company.
INTERPRETATION
| 1. | In these Articles the following defined
terms will have the meanings ascribed to them, if not inconsistent with the subject or context: |
“Act” means the
Companies Act (As Revised) of the Cayman Islands.
“Articles” means
these articles of association of the Company, as amended or substituted from time to time.
“Branch Register”
means any branch Register of such category or categories of Members as the Company may from time to time determine.
“Board” means the
board of Directors of the Company from time to time, appointed pursuant to the provisions of these Articles;
“Class” or “Classes”
means any class or classes of Shares as may from time to time be issued by the Company.
“Class A Shares”
means Class A Shares of US$0.0005 par value in the capital of the Company designated as such and having the rights and being subject
to the limitations set out in these Articles;
“Class B Shares”
means Class B Shares of US$0.0005 par value in the capital of the Company designated as such and having the rights and being subject
to the limitations set out in these Articles;
“Directors” means
the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof.
“Exchange” means
any securities exchange or other system on which any Shares of the Company may be listed or otherwise authorised for trading from time
to time;
“Fair Market Value”
for any Shares shall be determined as follows:
| (a) | if traded on any Exchange, the value shall
be deemed to be the average of the closing prices of the securities on such Exchange over
the thirty (30) day period ending three (3) days prior to the date of determination; |
| (b) | if actively traded over-the-counter, the
value shall be deemed to be the average of the closing or sale prices (whichever is applicable)
over the thirty (30) day period ending three (3) days prior to the date of determination;
and |
| (c) | if there is no active public market, the
value shall be the fair market value thereof, as determined in good faith by the Board of
Directors. |
“Glazer Group” means
Avram Glazer, Joel Glazer, Kevin Glazer, Bryan Glazer, Darcie Glazer Kassewitz and Edward Glazer.
“Glazer Party” means
each member of the Glazer Group and any of their Permitted Transferees.
“Governance
Agreement” means the governance agreement entered into between the Company, Trawlers Limited, and the Sellers (as defined therein)
on or around December 24 2023 (as amended and/or restated from time to time).
“Investor”
means Sir James A Ratcliffe.
“Memorandum of Association”
means the memorandum of association of the Company, as amended or substituted from time to time.
“Non-Affiliated”
means any Person other than (a) a Person that owns five percent (5%) or more of the voting or economic interests of the Company,
(b) an employee, director, officer or equity or interest holder of a Person described in clause (a), (c) an immediate family
member of any of the Persons described in clauses (a) or (b), and (d) any officer or employee of the Company or its subsidiaries.
“Office” means the
registered office of the Company as required by the Act.
“Ordinary Shares”
means the Class A Shares and the Class B Shares, or any of them as the context permits;
“Ordinary Resolution”
means a resolution:
| (a) | passed by a simple majority of such Shareholders
as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a
general meeting of the Company and where a poll is taken regard shall be had in computing
a majority to the number of votes to which each Shareholder is entitled; or |
| (b) | approved in writing by all of the Shareholders
entitled to vote at a general meeting of the Company in one or more instruments each signed
by one or more of the Shareholders and the effective date of the resolution so adopted shall
be the date on which the instrument, or the last of such instruments, if more than one, is
executed. |
“paid up” means
paid up as to the par value in respect of the issue of any Shares and includes credited as paid up.
“Permitted Transferee of a Glazer Party”
means
| (a) | any holder of Class B Shares immediately
prior to the date on which these Articles were adopted; |
| (b) | any lineal descendant of Malcolm I. Glazer; |
| (c) | a Trawlers Party (but solely to effect
a one time transfer of Class B Shares in accordance with (and only to the extent permitted
by) the Transaction Agreement); |
| (d) | any of the following with respect to one
or more Permitted Transferees of a Glazer Party: |
| (i) | a trust for the benefit of one or more
such Permitted Transferees of a Glazer Party or Persons other than a Permitted Transferee
of a Glazer Party so long as one or more such Permitted Transferees of a Glazer Party have
sole dispositive power and exclusive Voting Control with respect to the Class B Shares
held by such trust; or |
| (ii) | an Individual Retirement Account, as
defined in Section 408(a) of the United States Internal Revenue Code of 1986, as
amended, or a pension, profit sharing, stock bonus or other type of plan or trust of which
one or more such Permitted Transferees of a Glazer Party is a participant or beneficiary
and which satisfies the requirements for qualification under Section 401 of the United
States Internal Revenue Code of 1986, as amended; provided that in each case one or more
Permitted Transferees of a Glazer Party have sole dispositive power and exclusive Voting
Control with respect to the Class B Shares held in such account, plan or trust; or |
| (iii) | a corporation, partnership, limited
partnership, limited liability company or other entity in which one or more such Permitted
Transferees of a Glazer Party directly, or indirectly through one or more Permitted Transferees
of a Glazer Party, owns shares, partnership interests, limited partnership interests, limited
liability company interests or other interests, respectively, with sufficient Voting Control
in such entity, or otherwise have legally enforceable rights, such that one or more Permitted
Transferees of a Glazer Party retain sole dispositive power and exclusive Voting Control
with respect to the Class B Shares held by such entity. |
“Permitted Transferee of a Trawlers
Party” means:
| (b) | any
lineal descendant or any immediate family member of any Trawlers Party (“immediate
family” shall mean any relationship by blood, current or former marriage, domestic
partnership (including, for the avoidance of doubt, a cohabiting partner) or adoption, not
more remote than first cousin); |
| (c) | any of the following with respect to one
or more Permitted Transferees of a Trawlers Party: |
| (i) | a
trust, foundation, association, partnership or other body (whether or not it has separate
legal personality or corporate identity) that is solely for the benefit of Investor and/or
the immediate family of a Trawlers Party, except that such trust, foundation, association,
partnership or other body may also make charitable donations or distributions (excluding,
in either case, economic or voting interest in Class B Shares) that are consistent with
a Trawlers Party and/or the immediate family of a Trawlers Party’s bona fide estate
planning purposes; or |
| (ii) | an Individual Retirement Account, as
defined in Section 408(a) of the United States Internal Revenue Code of 1986, as
amended, or a pension, profit sharing, stock bonus or other type of plan or trust of which
one or more such Permitted Transferees of a Trawlers Party is a participant or beneficiary
and which satisfies the requirements for qualification under Section 401 of the United
States Internal Revenue Code of 1986, as amended; provided that in each case one or more
Permitted Transferees of a Trawlers Party have sole dispositive power and exclusive Voting
Control with respect to the Class B Shares held in such account, plan or trust; or |
| (iii) | a corporation, partnership, limited
partnership, limited liability company or other entity in which one or more such Permitted
Transferees of a Trawlers Party directly, or indirectly through one or more Permitted Transferees
of a Trawlers Party, owns shares, partnership interests, limited partnership interests, limited
liability company interests or other interests, respectively, with sufficient Voting Control
in such entity, or otherwise have legally enforceable rights, such that one or more Permitted
Transferees of a Trawlers Party retain sole dispositive power and exclusive Voting Control
with respect to the Class B Shares held by such entity. |
“Person” means any
natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate
legal personality) or any of them as the context so requires.
“Principal Register”,
where the Company has established one or more Branch Registers pursuant to the Act and these Articles, means the Register maintained
by the Company pursuant to the Act and these Articles that is not designated by the Directors as a Branch Register.
“Register” means
the register of Members of the Company required to be kept pursuant to the Act and includes any Branch Register(s) established by
the Company in accordance with the Act.
“Relevant Governing Body”
means:
| (a) | the Union of European Football Associations
(UEFA); and/or |
| (b) | The Football Association Limited; |
| (c) | The Football Association Premier League
Limited, |
and in each case includes any successor
governing body.
“Seal” means the
common seal of the Company (if adopted) including any facsimile thereof.
“Secretary” means
any Person appointed by the Directors to perform any of the duties of the secretary of the Company.
“Security Interest”
means any mortgage, charge, pledge, lien, encumbrance or other third party right or interest (whether legal or equitable) of whatsoever
nature granted in writing by a Shareholder over any Shares held by it.
“Share” means a
share in the capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all Classes
as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction
of a Share.
“Shareholder” or
“Member” means a Person who is registered as the holder of Shares in the Register and includes each subscriber to
the Memorandum of Association pending entry in the Register of such subscriber.
“Share
Premium Account” means the share premium account established in accordance with these Articles and the Act.
“signed”
means bearing a signature or representation of a signature affixed by mechanical means.
“Special Resolution”
means a special resolution of the Company passed in accordance with the Act, being a resolution:
| (a) | passed by a majority of not less than
two-thirds of such Shareholders as, being entitled to do so, vote in person or, where proxies
are allowed, by proxy at a general meeting of the Company of which notice specifying the
intention to propose the resolution as a special resolution has been duly given, and subject
to any Weighted Voting Provision, in computing a majority to the number of votes to which
each Shareholder is entitled; or |
| (b) | approved in writing by all of the Shareholders
entitled to vote at a general meeting of the Company in one or more instruments each signed
by one or more of the Shareholders and the effective date of the special resolution so adopted
shall be the date on which the instrument or the last of such instruments, if more than one,
is executed. |
“Subsidiary” of
a Person means any other Person with respect to which the first Person (a) has the right to elect a majority of the board of directors
or other Persons performing similar functions or (b) beneficially owns more than fifty (50) percent of the voting share (or of any
other form of voting or controlling equity interest in the case of a Person that is not a corporation), in each case, directly or indirectly
through one or more other Persons.
“Transfer” with
respect to a Class B Share means any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such
share or any legal or beneficial interest in such Class B Share, whether or not for value and whether voluntary or involuntary or
by operation of law, including, without limitation:
| (a) | a transfer of a Class B Share to
a broker or other nominee (regardless of whether or not there is a corresponding change in
beneficial ownership); or |
| (b) | the transfer of, or entering into a binding
agreement with respect to, Voting Control over a Class B Share by proxy or otherwise,
other than with respect to a Permitted Transferee. |
Notwithstanding the forgoing, a “Transfer”
shall not include:
| (i) | the grant of a proxy to officers or directors
of the Company at the request of the Board of Directors in connection with actions to be
taken at a general or special meeting; |
| (ii) | the pledge of Class B Shares by
a holder of Class B Shares that creates a mere security interest in such shares pursuant
to a bona fide loan or indebtedness transaction so long as the holder of such Class B
Shares continues to exercise Voting Control over such pledged shares; or |
| (iii) | the fact that, at any time, the spouse
of any holder of Class B Shares possesses or obtains an interest in such holder’s
Class B Shares arising solely by reason of the application of the community property
laws of any jurisdiction. |
“Transaction Agreement”
means the transaction agreement entered into by and among the Company, the Sellers (as defined therein) and Trawlers Limited on or around
December 24 2023 (as amended and/or restated from time to time).
“Trawlers Party”
means (i) Trawlers Limited; (ii) the Investor; (iii) INEOS Limited or any wholly owned Subsidiary of INEOS Limited; (iv) Andrew
Currie; (v) John Reece; and (vi) any Person of which Investor, Andrew Currie and/or John Reece have the sole dispositive power
and exclusive Voting Control.
“Treasury Shares”
means Shares that were previously issued but were purchased, redeemed, surrendered or otherwise acquired by the Company and not cancelled.
“Voting Control”
means the exclusive power (whether directly or indirectly) to vote or direct the voting of such Class B Share or other relevant
security by proxy, voting agreement or otherwise (it being understood that a voting commitment without a grant of irrevocable proxy to
vote on specified matters will not constitute a Transfer of “exclusive power” to vote or direct the voting of such Class B
Shares).
“Weighted Voting Provision”
means any provision pursuant to which the voting power that any Shareholder is entitled to exercise with respect to any Shares registered
in the name of the Shareholder is increased or decreased, as the case may be.
| 2. | In these Articles, save where the context
requires otherwise: |
| (a) | words importing the singular number shall
include the plural number and vice versa; |
| (b) | words importing the masculine gender only
shall include the feminine gender and any Person as the context may require; |
| (c) | the word “may” shall be construed
as permissive and the word “shall” shall be construed as imperative; |
| (d) | reference to a dollar or dollars or USD
(or $) and to a cent or cents is reference to dollars and cents of the United States of America; |
| (e) | reference to a statutory enactment shall
include reference to any amendment or re-enactment thereof for the time being in force; |
| (f) | reference to any determination by the
Directors shall be construed as a determination by the Directors in their sole and absolute
discretion and shall be applicable either generally or in any particular case; |
| (g) | reference to “in writing”
shall be construed as written or represented by any means reproducible in writing, including
any form of print, lithograph, email, facsimile, photograph or telex or represented by any
other substitute or format for storage or transmission for writing or partly one and partly
another; and |
| (h) | references to the exercise by a Shareholder
of “voting power” or words to that effect, shall be construed as a reference
to the percentage of the votes permitted to be cast by such Shareholder at the relevant meeting
of Shareholders as a percentage of the aggregate number of votes permitted to be cast by
Shareholders entitled to attend and vote at such meeting. Where there is more than one Shareholder
holding Shares of a Class that is subject to a Weighted Voting Provision, then the voting
power entitled to be exercised in respect of such Class shall be divided amongst the
Shareholders of that Class pro-rata in accordance with their respective holdings
of Shares of that Class. |
| 3. | Subject to the preceding Articles, any
words defined in the Act shall, if not inconsistent with the subject or context, bear the
same meaning in these Articles. |
PRELIMINARY
| 4. | The business of the Company may be commenced
at any time after incorporation. |
| 5. | The Office shall be at such address in
the Cayman Islands as the Directors may from time to time determine. The Company may in addition
establish and maintain such other offices and places of business and agencies in such places
as the Directors may from time to time determine. |
| 6. | The expenses incurred in the formation
of the Company and in connection with the offer for subscription and issue of Shares shall
be paid by the Company. Such expenses may be amortised over such period as the Directors
may determine and the amount so paid shall be charged against income and/or capital in the
accounts of the Company as the Directors shall determine. |
| 7. | The Directors shall keep, or cause to be
kept, the Register at such place or (subject to compliance with the Act and these Articles)
places as the Directors may from time to time determine. In the absence of any such determination,
the Register shall be kept at the Office. The Directors may keep, or cause to be kept, one
or more Branch Registers as well as the Principal Register in accordance with the Act, provided
always that a duplicate of such Branch Register(s) shall be maintained with the Principal
Register in accordance with the Act. |
SHARES
| 8. | Subject to these Articles, all Shares for
the time being unissued shall be under the control of the Directors who may: |
| (a) | issue, allot and dispose of the same to
such Persons, in such manner, on such terms and having such rights and being subject to such
restrictions as they may from time to time determine; and |
| (b) | grant options with respect to such Shares
and issue warrants or similar instruments with respect thereto; |
and, for such purposes, the Directors
may reserve an appropriate number of Shares for the time being unissued.
| 9. | The Directors, or the Shareholders by Ordinary
Resolution, may authorise the division of Shares into any number of Classes and the different
Classes shall be authorised, established and designated (or re-designated as the case may
be) and the variations in the relative rights (including, without limitation, voting, dividend
and redemption rights), restrictions, preferences, privileges and payment obligations as
between the different Classes (if any) may be fixed and determined by the Directors or the
Shareholders by Ordinary Resolution. |
| 10. | The Company may insofar as may be permitted
by law, pay a commission to any Person in consideration of his subscribing or agreeing to
subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied
by the payment of cash or the lodgement of fully or partly paid-up Shares or partly in one
way and partly in the other. The Company may also pay such brokerage as may be lawful on
any issue of Shares. |
| 11. | The Directors may refuse to accept any
application for Shares, and may accept any application in whole or in part, for any reason
or for no reason. |
| 12. | When exercising any of their powers and
discretions under these Articles, the Directors shall have regard to the provisions of the
Governance Agreement. |
SPECIFIC RIGHTS ATTACHING TO SHARES
| (a) | the Class A Shares shall confer upon
the Shareholders rights in a winding-up or repayment of capital and the right to participate
in the profits or assets of the Company, in each case on a basis pari passu with the
Class B Shares, in accordance with these Articles; and |
| (b) | the Class B Shares shall confer upon
the Shareholders rights in a winding-up or repayment of capital and the right to participate
in the profits or assets of the Company, in each case on a basis pari passu with the
Class A Shares, in accordance with these Articles. |
| (a) | The Class A Shares shall confer upon
such Shareholders the right to receive notice of and to attend and to vote at any general
meeting of the Company, and at any such meeting, subject to any Weighted Voting Provision,
the holders of Class A Shares shall have one vote per Class A Share. |
| (b) | The Class B Shares shall confer upon
such Shareholders the right to receive notice of and to attend and to vote at any general
meeting of the Company, and at any such meeting, subject to any Weighted Voting Provision,
the holders of Class B Shares shall have ten votes per Class B Share. |
| 15. | Weighted Voting Provision |
At any time that, and for so long as,
the holders of Class B Shares continue to hold in the aggregate at least ten per cent. (10%) of the issued and outstanding Ordinary
Shares in the capital of the Company, at any general meeting of the Company convened to consider any Special Resolution of the Company,
the voting power permitted to be exercised by the holders of Class B Shares shall be further weighted in respect of such Special
Resolution such that, if the voting power permitted to be exercised by the holders of Class B Shares pursuant to Article 14
above would, in aggregate, constitute less than sixty seven per cent. (67%) of the voting power of all shareholders entitled to receive
notice of, attend and vote at a general meeting of the Company, then the Class B Shares shall be entitled to exercise, in the aggregate,
sixty seven per cent. (67%) of the voting power of all Shareholders entitled to receive notice of, attend and vote at any such general
meeting of the Company.
The holders of the Class B Shares
have conversion rights as follows:
| (a) | Right to Convert Class B Shares. |
Unless converted earlier pursuant to
Article 16(b) below, each Class B Share shall be convertible, at the option of the holder thereof, at any time into such
number of fully paid and non-assessable Class A Shares at the then applicable Conversion Rate (defined below). The ratio at which
Class A Shares shall be issuable upon conversion of the Class B Shares (the “Conversion Rate”) shall initially
be 1:1. The Conversion Rate shall be subject to adjustment as provided in Article 17 below.
Each Class B Share shall automatically
be converted into a Class A Share at the then applicable Conversion Rate upon the date upon which (as applicable):
| (i) | with respect to a Transfer of such Class B
Share by a Trawlers Party or a Permitted Transferee of a Trawlers Party, upon the Transfer
of such Class B Share to a Person who is not a Permitted Transferee of a Trawlers Party; |
| (ii) | with respect to a Transfer of such Class B
Share by a Glazer Party or a Permitted Transferee of a Glazer Party, upon the Transfer of
such Class B Share to a Person who is not a Permitted Transferee of a Glazer Party;
or |
| (iii) | in respect of all Class B Shares,
upon the aggregate number of issued and outstanding Class B Shares ceasing to represent
in the aggregate at least ten per cent. (10%) of the issued and outstanding Ordinary Shares
in the capital of the Company. |
| (c) | Mechanics of Conversion. |
| (i) | In the event that a holder of Class B
Shares shall effect an optional conversion pursuant to Article 16(a): |
| (A) | the Company’s Register shall be
updated to reflect such conversion; and |
| (B) | such conversion shall be deemed to have
been made immediately prior to the close of business on the date upon which such election
is expressed to be effective, and the Person or Persons entitled to receive the Class A
Shares issuable upon such conversion shall be treated for all purposes as the record holder
or holders of such Class A Shares on such date. |
| (ii) | In the event of an automatic conversion
pursuant to Article 16(b): |
| (A) | all holders of Class B Shares will
be given so much prior notice as shall be practicable of the occurrence of an event causing
the automatic conversion of all such Class B Shares pursuant to this Article 16; |
| (B) | such conversion shall be deemed to have
been made immediately prior to the close of business on the date upon which such conversion
is effective, and the Person or Persons entitled to receive the Class A Shares issuable
upon such conversion shall be treated for all purposes as the record holder or holders of
such Class A Shares on such date. |
| (iii) | On the date fixed for conversion, the
Register shall be updated to show that the converted Class B Shares have been redeemed
or repurchased and all rights with respect to the Class B Shares so converted will terminate,
with the exception of the rights of the holders thereof to receive Class A Shares. Any
certificates issued in respect of any Class B Shares so converted shall be cancelled
and of no further effect. |
| (iv) | The Directors may effect such conversion
in any manner available under applicable law, including redeeming or repurchasing the relevant
Class B Shares and applying the proceeds thereof towards payment for the new Class A
Shares. For purposes of the repurchase or redemption, the Directors may, subject to the Company
being able to pay its debts in the ordinary course of business, make payments out of amounts
standing to the credit of the Company’s share premium account or out of its capital. |
| (d) | Reservation of Shares Issuable Upon
Conversion. |
The Company shall at all times keep available
out of its authorized but unissued Class A Shares solely for the purpose of effecting the conversion of the Class B Shares
such number of its Class A Shares as shall from time to time be sufficient to effect the conversion of all outstanding Class B
Shares, and if at any time the number of authorized but unissued Class A Shares shall not be sufficient to effect the conversion
of all then outstanding Class B Shares, in addition to such other remedies as shall be available to the holder of such Class B
Shares, the Company and its Shareholders will take such corporate action as may, in the opinion of its counsel, be necessary to increase
its authorized but unissued Class A Shares to such number of shares as shall be sufficient for such purposes.
| 17. | Adjustments to conversion price |
The Conversion Ratio shall be subject
to adjustment for any:
| (a) | subdivision or concentration of the number
of Class A Shares (whether by share dividend, consolidation and subdivision of shares
or otherwise) into a greater or lesser number of Class A Shares; or |
| (b) | any other capital reorganization, re-designation,
conversion, reclassification or otherwise affecting the number or composition of the Class A
Shares, |
in each case where the Class B
Shares (as applicable) have not been proportionately affected thereby.
MODIFICATION OF RIGHTS
| 18. | Whenever the capital of the Company is
divided into different Classes the rights attached to any such Class may, subject to
any rights or restrictions for the time being attached to any Class, only be materially adversely
varied or abrogated with the consent in writing of the holders of not less than two-thirds
of the issued Shares of the relevant Class, or with the sanction of a resolution passed at
a separate meeting of the holders of the Shares of such Class by a majority of two-thirds
of the votes cast at such a meeting. To every such separate meeting all the provisions of
these Articles relating to general meetings of the Company or to the proceedings thereat
shall, mutatis mutandis, apply, except that the necessary quorum shall be one or more
Persons at least holding or representing by proxy one-third in nominal or par value amount
of the issued Shares of the relevant Class (but so that if at any adjourned meeting
of such holders a quorum as above defined is not present, those Shareholders who are present
shall form a quorum) and that, subject to any rights or restrictions for the time being attached
to the Shares of that Class, every Shareholder of the Class shall on a poll have one
vote for each Share of the Class held by him. For the purposes of this Article the
Directors may treat all the Classes or any two or more Classes as forming one Class if
they consider that all such Classes would be affected in the same way by the proposals under
consideration, but in any other case shall treat them as separate Classes. |
| 19. | The rights conferred upon the holders
of the Shares of any Class issued with preferred or other rights shall not, subject
to any rights or restrictions for the time being attached to the Shares of that Class, be
deemed to be materially adversely varied or abrogated by, inter alia, the creation,
allotment or issue of further Shares ranking pari passu with or subsequent to them
or the redemption or purchase of any Shares of any Class by the Company. |
CERTIFICATES
| 20. | No Person shall be entitled to a certificate
for any or all of his Shares, unless the Directors shall determine otherwise. |
FRACTIONAL SHARES
| 21. | The Directors may issue fractions of a
Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding
fraction of liabilities (whether with respect to nominal or par value, premium, contributions,
calls or otherwise), limitations, preferences, privileges, qualifications, restrictions,
rights (including, without prejudice to the generality of the foregoing, voting and participation
rights) and other attributes of a whole Share. If more than one fraction of a Share of the
same Class is issued to or acquired by the same Shareholder such fractions shall be
accumulated. |
LIEN
| 22. | The Company has a first and paramount
lien on every Share (whether or not fully paid) for all amounts (whether presently payable
or not) payable at a fixed time or called in respect of that Share. The Company also has
a first and paramount lien on every Share (whether or not fully paid) registered in the name
of a Person indebted or under liability to the Company (whether he is the sole registered
holder of a Share or one of two or more joint holders) for all amounts owing by him or his
estate to the Company (whether or not presently payable). The Directors may at any time declare
a Share to be wholly or in part exempt from the provisions of this Article. The Company’s
lien on a Share extends to any amount payable in respect of it. |
| 23. | The Company may sell, in such manner as
the Directors in their absolute discretion think fit, any Share on which the Company has
a lien, but no sale shall be made unless an amount in respect of which the lien exists is
presently payable nor until the expiration of fourteen days after a notice in writing, demanding
payment of such part of the amount in respect of which the lien exists as is presently payable,
has been given to the registered holder for the time being of the Share, or the Persons entitled
thereto by reason of his death or bankruptcy. |
| 24. | For giving effect to any such sale the
Directors may authorise some Person to transfer the Shares sold to the purchaser thereof.
The purchaser shall be registered as the holder of the Shares comprised in any such transfer
and he shall not be bound to see to the application of the purchase money, nor shall his
title to the Shares be affected by any irregularity or invalidity in the proceedings in reference
to the sale. |
| 25. | The proceeds of the sale after deduction
of expenses, fees and commission incurred by the Company shall be received by the Company
and applied in payment of such part of the amount in respect of which the lien exists as
is presently payable, and the residue shall (subject to a like lien for sums not presently
payable as existed upon the Shares prior to the sale) be paid to the Person entitled to the
Shares immediately prior to the sale. |
CALLS ON SHARES
| 26. | The Directors may from time to time make
calls upon the Shareholders in respect of any moneys unpaid on their Shares, and each Shareholder
shall (subject to receiving at least fourteen days’ notice specifying the time or times
of payment) pay to the Company at the time or times so specified the amount called on such
Shares. |
| 27. | The joint holders of a Share shall be
jointly and severally liable to pay calls in respect thereof. |
| 28. | If a sum called in respect of a Share
is not paid before or on the day appointed for payment thereof, the Person from whom the
sum is due shall pay interest upon the sum at the rate of eight percent per annum from the
day appointed for the payment thereof to the time of the actual payment, but the Directors
shall be at liberty to waive payment of that interest wholly or in part. |
| 29. | The provisions of these Articles as to
the liability of joint holders and as to payment of interest shall apply in the case of non-payment
of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether
on account of the amount of the Share, or by way of premium, as if the same had become payable
by virtue of a call duly made and notified. |
| 30. | The Directors may make arrangements on
the issue of partly paid Shares for a difference between the Shareholders, or the particular
Shares, in the amount of calls to be paid and in the times of payment. |
| 31. | The Directors may, if they think fit,
receive from any Shareholder willing to advance the same all or any part of the moneys uncalled
and unpaid upon any partly paid Shares held by him, and upon all or any of the moneys so
advanced may (until the same would, but for such advance, become presently payable) pay interest
at such rate (not exceeding without the sanction of an Ordinary Resolution, eight percent
per annum) as may be agreed upon between the Shareholder paying the sum in advance and the
Directors. |
FORFEITURE OF SHARES
| 32. | If a Shareholder fails to pay any call
or instalment of a call in respect of any Shares on the day appointed for payment, the Directors
may, at any time thereafter during such time as any part of such call or instalment remains
unpaid, serve a notice on him requiring payment of so much of the call or instalment as is
unpaid, together with any interest which may have accrued. |
| 33. | The notice shall name a further day (not
earlier than the expiration of fourteen days from the date of the notice) on or before which
the payment required by the notice is to be made, and shall state that in the event of non-payment
at or before the time appointed the Shares in respect of which the call was made will be
liable to be forfeited. |
| 34. | If the requirements of any such notice
as aforesaid are not complied with, any Share in respect of which the notice has been given
may at any time thereafter, before the payment required by notice has been made, be forfeited
by a resolution of the Directors to that effect. |
| 35. | A forfeited Share may be sold or otherwise
disposed of on such terms and in such manner as the Directors think fit, and at any time
before a sale or disposition the forfeiture may be cancelled on such terms as the Directors
think fit. |
| 36. | A Person whose Shares have been forfeited
shall cease to be a Shareholder in respect of the forfeited Shares, but shall, notwithstanding,
remain liable to pay to the Company all moneys which at the date of forfeiture were payable
by him to the Company in respect of the Shares forfeited, but his liability shall cease if
and when the Company receives payment in full of the amount unpaid on the Shares forfeited. |
| 37. | A statutory declaration in writing that
the declarant is a Director, and that a Share has been duly forfeited on a date stated in
the declaration, shall be conclusive evidence of the facts in the declaration as against
all Persons claiming to be entitled to the Share. |
| 38. | The Company may receive the consideration,
if any, given for a Share on any sale or disposition thereof pursuant to the provisions of
these Articles as to forfeiture and may execute a transfer of the Share in favour of the
Person to whom the Share is sold or disposed of and that Person shall be registered as the
holder of the Share, and shall not be bound to see to the application of the purchase money,
if any, nor shall his title to the Shares be affected by any irregularity or invalidity in
the proceedings in reference to the disposition or sale. |
| 39. | The provisions of these Articles as to
forfeiture shall apply in the case of non-payment of any sum which by the terms of issue
of a Share becomes due and payable, whether on account of the amount of the Share, or by
way of premium, as if the same had been payable by virtue of a call duly made and notified. |
TRANSFER OF SHARES
| 40. | The instrument of transfer of any Share
shall be in any usual or common form or such other form as the Directors may, in their absolute
discretion, approve and be executed by or on behalf of the transferor and if in respect of
a nil or partly paid up Share, or if so required by the Directors, shall also be executed
on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares
to which it relates and such other evidence as the Directors may reasonably require to show
the right of the transferor to make the transfer. The transferor shall be deemed to remain
a Shareholder until the name of the transferee is entered in the Register in respect of the
relevant Shares. Without prejudice to the generality of the foregoing, title to listed shares
of the Company may be evidenced and transferred in accordance with the laws applicable to
and the rules and regulations of any Exchange on which such shares are listed. |
| 41. | Subject to the rules of any Exchange
on which the Shares in question may be listed, to the provisions of the next- following Article and
to any rights and restrictions for the time being attached to any Share, the Directors may
in their absolute discretion decline to register any transfer of Shares without assigning
any reason therefor, provided that the Directors shall register any transfer of Shares made
in accordance with the provisions of the Governance Agreement and shall refuse to register
any transfer of Shares if such transfer would violate the terms of the Governance Agreement.
If the Board of Directors refuses to register a transfer of any Share the Secretary shall,
within two months after the date on which the transfer request was lodged with the Company,
send to the transferor and transferee notice of the refusal. |
| 42. | Notwithstanding anything to the contrary
in these Articles, the Directors may not decline to register any transfer of any Shares subject
to a Security Interest, following the enforcement of a Security Interest in accordance with
the terms thereof and upon the delivery of a valid form of transfer in respect of such Shares
executed by the person entitled to the benefit of the Security Interest (or its assignee
or its delegate) or by the holder of such Shares at the direction of such person (or its
assignee or delegate). |
| 43. | No purported transfer of shares shall
be permitted to be made, and the Directors shall not be permitted to record any transfer
in the Company’s Register, if the consummation of such transfer would cause the Company
or any Shareholder to be in violation of the rules of any Relevant Governing Body. |
| 44. | If for any reason whatsoever any transfer
shall been consummated and been recorded in the Register in breach of the provisions of the
preceding Article 43, then at any time thereafter the Company may, at its election,
either: |
| (a) | repurchase from the transferee Shareholder
(and/or its successors in title) all of the Shares transferred to it, for a consideration
equal to the Fair Market Value of such Shares; or |
| (b) | require such transferee Shareholder (and/or
its successors in title) to transfer all of the Shares transferred to it to one or more Persons
designated by the Company, for consideration equal to the Fair Market Value of such Shares, |
provided that no such repurchase or
transfer may result in a violation of the provisions of the immediately preceding Article 43 by any other Person.
| 45. | Subject to the rules of any Exchange
on which the shares in question may be listed and to any rights and restrictions for the
time being attached to any Share, the registration of transfers may, on 14 days’ notice
being given by advertisement in such one or more newspapers or by electronic means, be suspended
and the Register closed at such times and for such periods as the Board of Directors may
from time to time determine, provided, however, that the registration of transfers shall
not be suspended nor the Register closed for more than 30 days in any year. |
| 46. | All instruments of transfer that are registered
shall be retained by the Company, but any instrument of transfer that the Directors decline
to register shall (except in any case of fraud) be returned to the Person depositing the
same. |
| 47. | Any transfer in violation of the Governance
Agreement shall be null and void ab initio. |
TRANSMISSION OF SHARES
| 48. | The legal personal representative of a
deceased sole holder of a Share shall be the only Person recognised by the Company as having
any title to the Share. In the case of a Share registered in the name of two or more holders,
the survivors or survivor, or the legal personal representatives of the deceased holder of
the Share, shall be the only Person recognised by the Company as having any title to the
Share. |
| 49. | Any Person becoming entitled to a Share
in consequence of the death or bankruptcy of a Shareholder shall upon such evidence being
produced as may from time to time be required by the Directors, have the right either to
be registered as a Shareholder in respect of the Share or, instead of being registered himself,
to make such transfer of the Share as the deceased or bankrupt Person could have made; but
the Directors shall, in either case, have the same right to decline or suspend registration
as they would have had in the case of a transfer of the Share by the deceased or bankrupt
Person before the death or bankruptcy. |
| 50. | A Person becoming entitled to a Share
by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends
and other advantages to which he would be entitled if he were the registered Shareholder,
except that he shall not, before being registered as a Shareholder in respect of the Share,
be entitled in respect of it to exercise any right conferred by membership in relation to
meetings of the Company. |
ALTERATION OF SHARE CAPITAL
| 51. | The Company may from time to time by Ordinary
Resolution increase the share capital by such sum, to be divided into Shares of such Classes
and amount, as the resolution shall prescribe. |
| 52. | The Company may by Ordinary Resolution: |
| (a) | consolidate and divide all or any of its
share capital into Shares of a larger amount than its existing Shares; |
| (b) | convert all or any of its paid up Shares
into stock and reconvert that stock into paid up Shares of any denomination; |
| (c) | subdivide its existing Shares, or any
of them into Shares of a smaller amount provided that in the subdivision the proportion between
the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as
it was in case of the Share from which the reduced Share is derived; and |
| (d) | cancel any Shares that, at the date of
the passing of the resolution, have not been taken or agreed to be taken by any Person and
diminish the amount of its share capital by the amount of the Shares so cancelled. |
| 53. | The Company may by Special Resolution
reduce its share capital and any capital redemption reserve in any manner authorised by law. |
REDEMPTION, PURCHASE AND SURRENDER OF SHARES
| 54. | Subject to the Act, the Company may: |
| (a) | issue Shares on terms that they are to
be redeemed or are liable to be redeemed at the option of the Company or the Shareholder
on such terms and in such manner as the Directors may determine; provided that, without the
approval of the majority of the Non-Affiliated Directors of the Board, the Company shall
not effectuate any redemption of Shares other than (i) pro rata to the number of Shares,
(ii) in respect of Class A Shares only on a pro rata basis, (iii) in the ordinary
course of business in connection with the repurchase of Shares from employees or service
providers of the Company or its affiliates following termination of such employees or service
providers, or (iv) in accordance with Article 16; |
| (b) | purchase its own Shares (including any
redeemable Shares) on such terms and in such manner as the Directors may determine and agree
with the Shareholder; provided that, without the approval of the majority of the Non-Affiliated
Directors of the Board, the Company shall not effectuate any repurchase of Shares other than
(i) pro rata to the number of Shares, (ii) in respect of Class A Shares only
on a pro rata basis, (iii) in the ordinary course of business in connection with the
repurchase of Shares from employees or service providers of the Company or its affiliates
following termination of such employees or service providers, or (iv) in accordance
with Article 16; |
| (c) | make a payment in respect of the redemption
or purchase of its own Shares in any manner authorised by the Act; and |
| (d) | accept the surrender for no consideration
of any paid up Share (including any redeemable Share) on such terms and in such manner as
the Directors may determine. |
| 55. | Any Share in respect of which notice of
redemption has been given shall not be entitled to participate in the profits of the Company
in respect of the period after the date specified as the date of redemption in the notice
of redemption. |
| 56. | The redemption, purchase or surrender
of any Share shall not be deemed to give rise to the redemption, purchase or surrender of
any other Share. |
| 57. | The Directors may when making payments
in respect of redemption or purchase of Shares, if authorised by the terms of issue of the
Shares being redeemed or purchased or with the agreement of the holder of such Shares, make
such payment either in cash or in specie. |
TREASURY SHARES
| 58. | Shares that the Company purchases, redeems
or acquires (by way of surrender or otherwise) may, at the option of the Company, be cancelled
immediately or held as Treasury Shares in accordance with the Act. In the event that the
Directors do not specify that the relevant Shares are to be held as Treasury Shares, such
Shares shall be cancelled. |
| 59. | No dividend may be declared or paid, and
no other distribution (whether in cash or otherwise) of the Company’s assets (including
any distribution of assets to members on a winding up) may be declared or paid in respect
of a Treasury Share. |
| 60. | The Company shall be entered in the Register
as the holder of the Treasury Shares provided that: |
| (a) | the Company shall not be treated as a
member for any purpose and shall not exercise any right in respect of the Treasury Shares,
and any purported exercise of such a right shall be void; |
| (b) | a Treasury Share shall not be voted, directly
or indirectly, at any meeting of the Company and shall not be counted in determining the
total number of issued shares at any given time, whether for the purposes of these Articles
or the Act, save that an allotment of Shares as fully paid bonus shares in respect of a Treasury
Share is permitted and Shares allotted as fully paid bonus shares in respect of a treasury
share shall be treated as Treasury Shares. |
| 61. | Treasury Shares may be disposed of by
the Company on such terms and conditions as determined by the Directors. |
GENERAL MEETINGS
| 62. | The Directors may, whenever they think
fit, convene a general meeting of the Company. |
| 63. | The Directors may cancel or postpone any
duly convened general meeting at any time prior to such meeting, except for general meetings
requisitioned by the Shareholders in accordance with these Articles, for any reason or for
no reason at any time prior to the time for holding such meeting or, if the meeting is adjourned,
the time for holding such adjourned meeting. The Directors shall give Shareholders notice
in writing of any postponement, which postponement may be for a stated period of any length
or indefinitely as the Directors may determine. |
| 64. | General meetings shall also be convened
on the requisition in writing of any Shareholder or Shareholders entitled to attend and vote
at general meetings of the Company and to exercise at least a majority of the voting power
permitted to be exercised at any such meeting, deposited at the Office specifying the objects
of the meeting for a date no later than 21 days from the date of deposit of the requisition
signed by the requisitionists, and if the Directors do not convene such meeting for a date
not later than 45 days after the date of such deposit, the requisitionists themselves may
convene the general meeting in the same manner, as nearly as possible, as that in which general
meetings may be convened by the Directors, and all reasonable expenses incurred by the requisitionists
as a result of the failure of the Directors to convene the general meeting shall be reimbursed
to them by the Company. |
| 65. | If at any time there are no Directors,
any two Shareholders (or if there is only one Shareholder then that Shareholder) entitled
to vote at general meetings of the Company may convene a general meeting in the same manner
as nearly as possible as that in which general meetings may be convened by the Directors. |
NOTICE OF GENERAL MEETINGS
| 66. | At least seven clear days’ notice
in writing counting from the date service is deemed to take place as provided in these Articles
specifying the place, the day and the hour of the meeting and, in case of special business,
the general nature of that business, shall be given in the manner hereinafter provided or
in such other manner (if any) as may be prescribed by the Company by Ordinary Resolution
to such Persons as are, under these Articles, entitled to receive such notices from the Company,
but with the consent of all the Shareholders entitled to receive notice of some particular
meeting and attend and vote thereat, that meeting may be convened by such shorter notice
or without notice and in such manner as those Shareholders may think fit. |
| 67. | The accidental omission to give notice
of a meeting to or the non-receipt of a notice of a meeting by any Shareholder shall not
invalidate the proceedings at any meeting. |
PROCEEDINGS AT GENERAL MEETINGS
| 68. | All business carried out at a general
meeting shall be deemed special with the exception of sanctioning a dividend, the consideration
of the accounts, balance sheets, any report of the Directors or of the Company’s auditors,
and the fixing of the remuneration of the Company’s auditors. No special business shall
be transacted at any general meeting without the consent of all Shareholders entitled to
receive notice of that meeting unless notice of such special business has been given in the
notice convening that meeting. |
| 69. | No business shall be transacted at any
general meeting of the Company unless a quorum of Members is present at the time when the
meeting proceeds to business. At a general meeting of the Company to: |
| (a) | consider or adopt a Special Resolution,
one or more Members present in person or by proxy holding shares conferring upon the relevant
Members at least sixty seven per cent. (67%) of the votes eligible to be cast at any general
meeting of the Company shall be a quorum; and |
| (b) | consider or adopt any other resolution
or to take any other action, one or more Members present in person or by proxy holding shares
conferring upon the relevant Members at least a majority of the votes eligible to be cast
at any general meeting of the Company shall be a quorum. |
The Members present at a duly constituted
general meeting of the Company may continue to transact business until adjournment, despite the withdrawal of such Members as leave less
than a quorum.
| 70. | If the Directors wish to make this facility
available for a specific general meeting or all general meetings of the Company, participation
in any general meeting of the Company may be by means of a telephone or similar communication
equipment by way of which all Persons participating in such meeting can communicate with
each other and such participation shall be deemed to constitute presence in person at the
meeting. |
| 71. | The chairman (and if more than one, either
or both jointly as they may determine), if any, of the Directors shall preside as chairman
at every general meeting of the Company. |
| 72. | If there is no such chairman, or if at
any general meeting none is present within fifteen minutes after the time appointed for holding
the meeting or is unwilling to act as chairman, any Director or Person nominated by the Directors
shall preside as chairman, failing which the Shareholders present in person or by proxy shall
choose any Person present to be chairman of that meeting. |
| 73. | Any chairman of the meeting may adjourn
a meeting from time to time and from place to place either: |
| (a) | with the consent of any general meeting
at which a quorum is present (and shall if so directed by the meeting); or |
| (b) | without the consent of such meeting if,
in his sole opinion, he considers it necessary to do so to: |
| (i) | secure the orderly conduct or proceedings
of the meeting; or |
| (ii) | give all persons present in person or
by proxy and having the right to speak and / or vote at such meeting, the ability to do so, |
but no business shall be transacted
at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting,
or adjourned meeting, is adjourned for fourteen days or more, notice of the adjourned meeting shall be given in the manner provided for
the original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted
at an adjourned meeting.
| 74. | At any general meeting a resolution put
to the vote of the meeting shall be decided on a show of hands, unless a poll is (before
or on the declaration of the result of the show of hands) demanded by any chairman or one
or more Shareholders present in person or by proxy entitled to vote, and unless a poll is
so demanded, a declaration by any chairman that a resolution has, on a show of hands, been
carried, or carried unanimously, or by a particular majority, or lost, and an entry to that
effect in the book of the proceedings of the Company, shall be conclusive evidence of the
fact, without proof of the number or proportion of the votes recorded in favour of, or against,
that resolution. |
| 75. | If a poll is duly demanded it shall be
taken in such manner as any chairman directs, and the result of the poll shall be deemed
to be the resolution of the meeting at which the poll was demanded. |
| 76. | In the case of an equality of votes, whether
on a show of hands or on a poll, any chairman of the meeting at which the show of hands takes
place or at which the poll is demanded, shall be entitled to a second or casting vote. |
| 77. | A poll demanded on the election of a chairman
of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded
on any other question shall be taken at such time as any chairman of the meeting directs. |
VOTES OF SHAREHOLDERS
| 78. | Subject to any rights and restrictions
for the time being attached to any Class or Classes of Shares or any applicable Weighted
Voting Provisions, every Shareholder present in person and every Person representing a Shareholder
by proxy shall at a general meeting of the Company shall be entitled to exercise the voting
power conferred upon such Shareholder by the Shares held by him. If there are any rights
and restrictions for the time being attached to any Class or Classes of Shares or any
applicable Weighted Voting Provisions then in effect, then such rights, restrictions or Weighted
Voting Provisions shall be applied and given effect to on any vote. |
| 79. | In the case of joint holders the vote
of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion
of the votes of the other joint holders and for this purpose seniority shall be determined
by the order in which the names stand in the Register. |
| 80. | A Shareholder of unsound mind, or in respect
of whom an order has been made by any court having jurisdiction in lunacy, may vote in respect
of Shares carrying the right to vote held by him, whether on a show of hands or on a poll,
by his committee, or other Person in the nature of a committee appointed by that court, and
any such committee or other Person, may vote in respect of such Shares by proxy. |
| 81. | No Shareholder shall be entitled to vote
at any general meeting of the Company unless all calls, if any, or other sums presently payable
by him in respect of Shares carrying the right to vote held by him have been paid. |
| 82. | On a poll votes may be given either personally
or by proxy. |
| 83. | The instrument appointing a proxy shall
be in writing under the hand of the appointor or of his attorney duly authorised in writing
or, if the appointor is a corporation, either under Seal or under the hand of an officer
or attorney duly authorised. A proxy need not be a Shareholder. |
| 84. | An instrument appointing a proxy may be
in any usual or common form or such other form as the Directors may approve. |
| 85. | The instrument appointing a proxy shall
be deposited at the Office or at such other place as is specified for that purpose in the
notice convening the meeting no later than the time for holding the meeting or, if the meeting
is adjourned, the time for holding such adjourned meeting. |
| 86. | The instrument appointing a proxy shall
be deemed to confer authority to demand or join in demanding a poll. |
| 87. | A resolution in writing signed by all
the Shareholders for the time being entitled to receive notice of and to attend and vote
at general meetings of the Company (or being corporations by their duly authorised representatives)
shall be as valid and effective as if the same had been passed at a general meeting of the
Company duly convened and held. |
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
| 88. | Any corporation which is a Shareholder
or a Director may by resolution of its directors or other governing body authorise such Person
as it thinks fit to act as its representative at any meeting of the Company or of any meeting
of holders of a Class or of the Directors or of a committee of Directors, and the Person
so authorised shall be entitled to exercise the same powers on behalf of the corporation
which he represents as that corporation could exercise if it were an individual Shareholder
or Director. If a clearing house (or its nominee) is a Shareholder of the Company it may,
by resolution of its directors or other governing body or by power of attorney, authorise
such person or persons as it thinks fit to act as its representative or representatives at
any general meeting of the Company or at any general meeting of any Class of Shareholders
of the Company provided that, if more than one person is so authorised, the authorisation
shall specify the number and Class of Shares in respect of which each such person is
so authorised. A person so authorised pursuant to this Article shall be entitled to
exercise the same powers on behalf of the clearing house (or its nominee) which they represent
as that clearing house (or its nominee) could exercise if it were an individual Shareholder
holding the number and Class of Shares specified in such authorisation. |
DIRECTORS
| 89. | The name(s) of the first Director(s) shall
either be determined in writing by a majority (or in the case of a sole subscriber that subscriber)
of, or elected at a meeting of, the subscribers of the Memorandum of Association. |
| 90. | Shareholders permitted to exercise more
than fifty per cent. (50%) of the voting power capable of being exercised at any general
meeting of the Company shall be entitled, by notice in writing to the Company from time to
time, to appoint any natural person or corporation to be a Director and to remove and/or
replace any Director. Any such appointment, renewal and/or replacement shall be effectively
immediately upon delivery of such notice to the Company at its registered office and otherwise
in accordance with the provisions of these Articles. |
| 91. | Unless re-appointed or removed from office
pursuant to the provisions of the preceding Article 90, each Director shall be appointed
for a term expiring at the next-following annual general meeting of the Company. At any such
annual general meeting, Directors will be elected by Ordinary Resolution. At each annual
general meeting of the Company, each Director elected at such meeting shall be elected to
hold office for a one-year term and until the election of their respective successors in
office or their earlier death, resignation or removal pursuant to Article 90. |
| 92. | The Company may by Ordinary Resolution
from time to time fix the maximum and minimum number of Directors to be appointed but unless
such numbers are fixed as aforesaid the minimum number of Directors shall be one and the
maximum number of Directors shall be unlimited. |
| 93. | The remuneration of the Directors may
be determined by the Directors. |
| 94. | There shall be no shareholding qualification
for Directors unless determined otherwise by Ordinary Resolution. |
| 95. | The Directors shall have power at any
time and from time to time to appoint a natural person or corporation as a Director, either
as a result of a casual vacancy or as an additional Director, subject to the maximum number
(if any) imposed by Ordinary Resolution. |
POWERS AND DUTIES OF DIRECTORS
| 96. | Subject to the Act, these Articles and
to any resolutions passed in a general meeting, the business of the Company shall be managed
by the Directors, who may pay all expenses incurred in setting up and registering the Company
and may exercise all powers of the Company. No resolution passed by the Company in general
meeting shall invalidate any prior act of the Directors that would have been valid if that
resolution had not been passed. |
| 97. | The Directors may from time to time appoint
any natural person or corporation, whether or not a Director to hold such office in the Company
as the Directors may think necessary for the administration of the Company, including but
not limited to, the office of president, one or more vice-presidents, treasurer, assistant
treasurer, manager or controller, and for such term and at such remuneration (whether by
way of salary or commission or participation in profits or partly in one way and partly in
another), and with such powers and duties as the Directors may think fit. Any natural person
or corporation so appointed by the Directors may be removed by the Directors or by the Company
by Ordinary Resolution. The Directors may also appoint one or more of their number to the
office of managing director upon like terms, but any such appointment shall ipso facto determine
if any managing director ceases from any cause to be a Director, or if the Company by Ordinary
Resolution resolves that his tenure of office be terminated. |
| 98. | The Directors may appoint any natural
person or corporation to be a Secretary (and if need be an assistant Secretary or assistant
Secretaries) who shall hold office for such term, at such remuneration and upon such conditions
and with such powers as they think fit. Any Secretary or assistant Secretary so appointed
by the Directors may be removed by the Directors or by the Company by Ordinary Resolution. |
| 99. | The Directors may delegate any of their
powers to committees consisting of such member or members of their body as they think fit;
any committee so formed shall in the exercise of the powers so delegated conform to any regulations
that may be imposed on it by the Directors. |
| 100. | The Directors may from time to time and
at any time by power of attorney (whether under Seal or under hand) or otherwise appoint
any company, firm or Person or body of Persons, whether nominated directly or indirectly
by the Directors, to be the attorney or attorneys or authorised signatory (any such person
being an “Attorney” or “Authorised Signatory”, respectively) of the
Company for such purposes and with such powers, authorities and discretion (not exceeding
those vested in or exercisable by the Directors under these Articles) and for such period
and subject to such conditions as they may think fit, and any such power of attorney or other
appointment may contain such provisions for the protection and convenience of Persons dealing
with any such Attorney or Authorised Signatory as the Directors may think fit, and may also
authorise any such Attorney or Authorised Signatory to delegate all or any of the powers,
authorities and discretion vested in him. |
| 101. | The Directors may from time to time provide
for the management of the affairs of the Company in such manner as they shall think fit and
the provisions contained in the three next following Articles shall not limit the general
powers conferred by this Article. |
| 102. | The Directors from time to time and at
any time may establish any committees, local boards or agencies for managing any of the affairs
of the Company and may appoint any natural person or corporation to be a member of such committees
or local boards and may appoint any managers or agents of the Company and may fix the remuneration
of any such natural person or corporation. |
| 103. | The Directors from time to time and at
any time may delegate to any such committee, local board, manager or agent any of the powers,
authorities and discretions for the time being vested in the Directors and may authorise
the members for the time being of any such local board, or any of them to fill any vacancies
therein and to act notwithstanding vacancies and any such appointment or delegation may be
made on such terms and subject to such conditions as the Directors may think fit and the
Directors may at any time remove any natural person or corporation so appointed and may annul
or vary any such delegation, but no Person dealing in good faith and without notice of any
such annulment or variation shall be affected thereby. |
| 104. | Any such delegates as aforesaid may be
authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretion
for the time being vested in them. |
BORROWING POWERS OF DIRECTORS
| 105. | The Directors may exercise all the powers
of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled
capital or any part thereof, to issue debentures, debenture stock and other securities whenever
money is borrowed or as security for any debt, liability or obligation of the Company or
of any third party. |
THE SEAL
| 106. | The Seal shall not be affixed to any
instrument except by the authority of a resolution of the Directors provided always that
such authority may be given prior to or after the affixing of the Seal and if given after
may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed
in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence
of any one or more Persons as the Directors may appoint for the purpose and every Person
as aforesaid shall sign every instrument to which the Seal is so affixed in their presence. |
| 107. | The Company may maintain a facsimile
of the Seal in such countries or places as the Directors may appoint and such facsimile Seal
shall not be affixed to any instrument except by the authority of a resolution of the Directors
provided always that such authority may be given prior to or after the affixing of such facsimile
Seal and if given after may be in general form confirming a number of affixings of such facsimile
Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the
Directors shall for this purpose appoint and such Person or Persons as aforesaid shall sign
every instrument to which the facsimile Seal is so affixed in their presence and such affixing
of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as
if the Seal had been affixed in the presence of and the instrument signed by a Director or
a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as
the Directors may appoint for the purpose. |
| 108. | Notwithstanding the foregoing, a Secretary
or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal,
to any instrument for the purposes of attesting authenticity of the matter contained therein
but which does not create any obligation binding on the Company. |
DISQUALIFICATION OF DIRECTORS
| 109. | The office of Director shall be vacated,
if the Director: |
| (a) | dies or is found to be or becomes of unsound
mind; |
| (b) | resigns his office by notice in writing
to the Company; |
| (c) | is removed from office pursuant to the
provisions of Article 90; |
| (d) | is not re-elected to office pursuant to
the provisions of Article 91, upon the effective appointment of his successor; or |
| (e) | holds or otherwise acquires, directly
or indirectly, any shares or other security interest in any other Person in violation of
the rules of any Relevant Governing Body applicable to Directors of the Company. |
PROCEEDINGS OF DIRECTORS
| 110. | The Directors may meet together (either
within or without the Cayman Islands) for the despatch of business, adjourn, and otherwise
regulate their meetings and proceedings as they think fit. Questions arising at any meeting
shall be decided by a majority of votes. In case of an equality of votes the chairman (or,
if more then, the co-chairmen acting jointly) shall have a second or casting vote. A Director
may, and a Secretary or assistant Secretary on the requisition of a Director shall, at any
time summon a meeting of the Directors. |
| 111. | Any chairman of any meeting of the Board
of Directors may adjourn any such meeting to such time and date, and at such location, as
he may in discretion determine. |
| 112. | A Director may participate in any meeting
of the Directors, or of any committee appointed by the Directors of which such Director is
a member, by means of telephone or similar communication equipment by way of which all Persons
participating in such meeting can communicate with each other and such participation shall
be deemed to constitute presence in person at the meeting. |
| 113. | The quorum necessary for the transaction
of the business of the Directors shall be a simple majority of the Directors appointed from
time to time. A Director represented by proxy or by an alternate Director at any meeting
shall be deemed to be present for the purposes of determining whether or not a quorum is
present. |
| 114. | A Director who is in any way, whether
directly or indirectly, interested in a contract or proposed contract with the Company shall
declare the nature of his interest at a meeting of the Directors. A general notice given
to the Directors by any Director to the effect that he is a member of any specified company
or firm and is to be regarded as interested in any contract which may thereafter be made
with that company or firm shall be deemed a sufficient declaration of interest in regard
to any contract so made. A Director may vote in respect of any contract or proposed contract
or arrangement notwithstanding that he may be interested therein and if he does so his vote
shall be counted and he may be counted in the quorum at any meeting of the Directors at which
any such contract or proposed contract or arrangement shall come before the meeting for consideration. |
| 115. | A Director may hold any other office
or place of profit under the Company (other than the office of auditor) in conjunction with
his office of Director for such period and on such terms (as to remuneration and otherwise)
as the Directors may determine and no Director or intending Director shall be disqualified
by his office from contracting with the Company either with regard to his tenure of any such
other office or place of profit or as vendor, purchaser or otherwise, nor shall any such
contract or arrangement entered into by or on behalf of the Company in which any Director
is in any way interested, be liable to be avoided, nor shall any Director so contracting
or being so interested be liable to account to the Company for any profit realised by any
such contract or arrangement by reason of such Director holding that office or of the fiduciary
relation thereby established. A Director, notwithstanding his interest, may be counted in
the quorum present at any meeting of the Directors whereat he or any other Director is appointed
to hold any such office or place of profit under the Company or whereat the terms of any
such appointment are arranged and he may vote on any such appointment or arrangement. |
| 116. | Any Director may act by himself or his
firm in a professional capacity for the Company, and he or his firm shall be entitled to
remuneration for professional services as if he were not a Director; provided that nothing
herein contained shall authorise a Director or his firm to act as auditor to the Company. |
| 117. | Without limitation to any of the foregoing,
a Director may hold any office or place of profit in respect of any competitor of the Company,
provided that he shall declare the nature of any conflict of interest at a meeting of the
Directors. The provisions of Article 113 shall apply to this Article mutatis
mutandis. |
| 118. | To the fullest extent permitted by applicable
law, no Director shall be under any obligation to the bring to the Company any corporate
opportunity of which he becomes aware otherwise than in his capacity as a Director. To the
extent necessary to any eliminate any liability of any Director in this regard, the Company
shall renounce any expectancy of any such opportunity. |
| 119. | The Directors shall cause minutes to
be made in books or loose-leaf folders provided for the purpose of recording: |
| (a) | all appointments of officers made by the
Directors; |
| (b) | the names of the Directors present at
each meeting of the Directors and of any committee of the Directors; and |
| (c) | all resolutions and proceedings at all
meetings of the Company, and of the Directors and of committees of Directors. |
| 120. | When any chairman of a meeting of the
Directors signs the minutes of such meeting the same shall be deemed to have been duly held
notwithstanding that all the Directors have not actually come together or that there may
have been a technical defect in the proceedings. |
| 121. | A resolution in writing signed by all
the Directors or all the members of a committee of Directors entitled to receive notice of
a meeting of Directors or committee of Directors, as the case may be (an alternate Director,
subject as provided otherwise in the terms of appointment of the alternate Director, being
entitled to sign such a resolution on behalf of his appointer), shall be as valid and effectual
as if it had been passed at a duly called and constituted meeting of Directors or committee
of Directors, as the case may be. When signed a resolution may consist of several documents
each signed by one or more of the Directors or his duly appointed alternate. |
| 122. | The continuing Directors may act notwithstanding
any vacancy in their body but if and for so long as their number is reduced below the number
fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing
Directors may act for the purpose of increasing the number, or of summoning a general meeting
of the Company, but for no other purpose. |
| 123. | The co-chairmen of the Board of Directors
as at the date on which these Articles are adopted shall be Joel Glazer and Avram Glazer,
which Persons shall continue as co-chairmen of the Board of Directors in each case until
such time as the Board of Directors shall elect a new chairman or chairmen of the Board of
Directors. If at any relevant time no such chairman has been elected, or if at any meeting
no chairman is present within fifteen minutes after the time appointed for holding the meeting,
then at the relevant time the Directors present may choose one of their number to be chairman
of the meeting. |
| 124. | Where more than one person has been appointed
to the office of chairman at any time, then such Persons shall be co- chairmen and shall
act by consent. |
| 125. | Subject to any regulations imposed on
it by the Directors, the chairman or co-chairmen (as the case may be) of the Board of Directors
shall be entitled to appoint any member of any committee as its chairman. If no such chairman
is appointed, or if at any meeting the chairman is not present within fifteen minutes after
the time appointed for holding the meeting, the committee members present may choose one
of their number to be chairman of the meeting. |
| 126. | A committee appointed by the Directors
may meet and adjourn as it thinks proper. Subject to any regulations imposed on it by the
Directors, questions arising at any meeting shall be determined by a majority of votes of
the committee members present and in case of an equality of votes the chairman shall have
a second or casting vote. |
| 127. | All acts done by any meeting of the Directors
or of a committee of Directors, or by any Person acting as a Director, shall notwithstanding
that it be afterwards discovered that there was some defect in the appointment of any such
Director or Person acting as aforesaid, or that they or any of them were disqualified, be
as valid as if every such Person had been duly appointed and was qualified to be a Director. |
EXECUTIVE COMMITTEE
| 128. | Without limitation to any of the foregoing
provisions of these Articles, the Board of Directors may appoint from its number an Executive
Committee as a committee of the Board of Directors of the Company comprised of such number
of members as shall be determined from time to time by the Board of Directors. The following
provisions shall apply to any Executive Committee so appointed: |
| (a) | The term of office of each member of the
Executive Committee shall be co-extensive with the term of such member’s office as
Director. Any member of the Executive Committee who shall cease to be a Director of the Company
shall ipso facto cease to be a member of the Executive Committee. |
| (b) | A majority of the members of the Executive
Committee shall constitute a quorum for the valid transaction of business. The Executive
Committee may meet at stated times or on two days’ notice by any member of the Executive
Committee to all other members, by notice in accordance with these Articles. The remaining
provisions of these Articles relating to the conduct of the business of the Board of Directors
shall apply to meetings of the Executive Committee mutatis mutandis. |
| (c) | At all times whenever the Board of Directors
is not in session, the Executive Committee shall have and may exercise all of the powers
of said Board of Directors in the management of the business and affairs of the Company,
except as limited by the Act and provided that the Executive Committee shall not permitted
to exercise the authority of the Board of Directors to: |
| (i) | issue and allot or otherwise grant options
issue warrants or grant other rights in respect of the Company’s Shares pursuant to
the provisions of Article 8, or to designate class of Share pursuant to Article 9; |
| (iii) | approve any merger or consolidation
pursuant to the provisions of Part XVI of the Act; |
| (iv) | approve any contract or transaction between
the Company and one or more of its Directors, or between the Company and any other Person
in which one or more of its Directors are Directors or have a material financial interest. |
DIVIDENDS
| 129. | Subject to any rights and restrictions
for the time being attached to any Shares, or as otherwise provided for in the Act and these
Articles, the Directors may from time to time declare dividends (including interim dividends)
and other distributions on Shares in issue and authorise payment of the same out of the funds
of the Company lawfully available therefor. Notwithstanding the foregoing, without the prior
approval of the majority of the Non-Affiliated Directors of the Board, the Company shall
not declare any dividend or other distribution on the Shares in issue other than (i) pro
rata to the number of Shares or (ii) in respect of the Class A Shares only on a
pro rata basis. |
| 130. | Subject to any rights and restrictions
for the time being attached to any Shares, the Company by Ordinary Resolution may declare
dividends, but no dividend shall exceed the amount recommended by the Directors. |
| 131. | The Directors may, before recommending
or declaring any dividend, set aside out of the funds legally available for distribution
such sums as they think proper as a reserve or reserves which shall, in the absolute discretion
of the Directors be applicable for meeting contingencies, or for equalising dividends or
for any other purpose to which those funds may be properly applied and pending such application
may in the absolute discretion of the Directors, either be employed in the business of the
Company or be invested in such investments as the Directors may from time to time think fit. |
| 132. | Any dividend may be paid in any manner
as the Directors may determine. If paid by cheque it will be sent through the post to the
registered address of the Shareholder or Person entitled thereto, or in the case of joint
holders, to any one of such joint holders at his registered address or to such Person and
such address as the Shareholder or Person entitled, or such joint holders as the case may
be, may direct. Every such cheque shall be made payable to the order of the Person to whom
it is sent or to the order of such other Person as the Shareholder or Person entitled, or
such joint holders as the case may be, may direct. |
| 133. | The Directors when paying dividends to
the Shareholders in accordance with the foregoing provisions of these Articles may make such
payment either in cash or in specie. |
| 134. | Subject to any rights and restrictions
for the time being attached to any Shares, all dividends shall be declared and paid according
to the amounts paid up on the Shares, but if and for so long as nothing is paid up on any
of the Shares dividends may be declared and paid according to the par value of the Shares. |
| 135. | If several Persons are registered as
joint holders of any Share, any of them may give effectual receipts for any dividend or other
moneys payable on or in respect of the Share. |
| 136. | No dividend shall bear interest against
the Company. |
ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION
| 137. | The books of account relating to the
Company’s affairs shall be kept in such manner as may be determined from time to time
by the Directors. |
| 138. | The books of account shall be kept at
the Office, or at such other place or places as the Directors think fit, and shall always
be open to the inspection of the Directors. |
| 139. | The Directors may from time to time determine
whether and to what extent and at what times and places and under what conditions or regulations
the accounts and books of the Company or any of them shall be open to the inspection of Shareholders
not being Directors, and no Shareholder (not being a Director) shall have any right of inspecting
any account or book or document of the Company except as conferred by law or authorised by
the Directors or by Ordinary Resolution. |
| 140. | The accounts relating to the Company’s
affairs shall only be audited if the Directors so determine, in which case the financial
year end and the accounting principles will be determined by the Directors. The financial
year of the Company shall end on 30 June of each year or such other date as the Directors
may determine. |
| 141. | The Directors in each year shall prepare,
or cause to be prepared, an annual return and declaration setting forth the particulars required
by the Act and deliver a copy thereof to the Registrar of Companies in the Cayman Islands. |
CAPITALISATION OF RESERVES
| 142. | Subject to the Act and these Articles,
the Directors may: |
| (a) | resolve to capitalise an amount standing
to the credit of reserves (including a Share Premium Account, capital redemption reserve
and profit and loss account), whether or not available for distribution; |
| (b) | appropriate the sum resolved to be capitalised
to the Shareholders in proportion to the nominal amount of Shares (whether or not fully paid)
held by them respectively and apply that sum on their behalf in or towards: |
| (i) | paying up the amounts (if any) for the
time being unpaid on Shares held by them respectively, or |
| (ii) | paying up in full unissued Shares or
debentures of a nominal amount equal to that sum, |
and allot the Shares or debentures, credited
as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the
Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this
Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid;
| (c) | make any arrangements they think fit to
resolve a difficulty arising in the distribution of a capitalised reserve and in particular,
without limitation, where Shares or debentures become distributable in fractions the Directors
may deal with the fractions as they think fit; |
| (d) | authorise a Person to enter (on behalf
of all the Shareholders concerned) into an agreement with the Company providing for either: |
| (i) | the allotment to the Shareholders respectively,
credited as fully paid, of Shares or debentures to which they may be entitled on the capitalisation,
or |
| (ii) | the payment by the Company on behalf
of the Shareholders (by the application of their respective proportions of the reserves resolved
to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing
Shares, |
and any such agreement made under this
authority being effective and binding on all those Shareholders; and
| (e) | generally do all acts and things required
to give effect to any of the actions contemplated by this Article. |
SHARE PREMIUM ACCOUNT
| 143. | The Directors shall in accordance with
the Act establish a Share Premium Account and shall carry to the credit of such account from
time to time a sum equal to the amount or value of the premium paid on the issue of any Share. |
| 144. | There shall be debited to any Share Premium
Account on the redemption or purchase of a Share the difference between the nominal value
of such Share and the redemption or purchase price provided always that at the discretion
of the Directors such sum may be paid out of the profits of the Company or, if permitted
by the Act, out of capital. |
NOTICES
| 145. | Any notice or document may be served
by the Company or by the Person entitled to give notice to any Shareholder either personally,
or by posting it airmail or air courier service in a prepaid letter addressed to such Shareholder
at his address as appearing in the Register, or by electronic mail to any electronic mail
address such Shareholder may have specified in writing for the purpose of such service of
notices, or by facsimile should the Directors deem it appropriate. In the case of joint holders
of a Share, all notices shall be given to that one of the joint holders whose name stands
first in the Register in respect of the joint holding, and notice so given shall be sufficient
notice to all the joint holders. |
| 146. | Any Shareholder present, either personally
or by proxy, at any meeting of the Company shall for all purposes be deemed to have received
due notice of such meeting and, where requisite, of the purposes for which such meeting was
convened. |
| 147. | Any notice or other document, if served
by: |
| (a) | post, shall be deemed to have been served
five clear days after the time when the letter containing the same is posted; |
| (b) | facsimile, shall be deemed to have been
served upon production by the transmitting facsimile machine of a report confirming transmission
of the facsimile in full to the facsimile number of the recipient; |
| (c) | recognised courier service, shall be deemed
to have been served 48 hours after the time when the letter containing the same is delivered
to the courier service; or |
| (d) | electronic mail, shall be deemed to have
been served immediately upon the time of the transmission by electronic mail. |
In proving service by post or courier
service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or
delivered to the courier service.
| 148. | Any notice or document delivered or sent
by post to or left at the registered address of any Shareholder in accordance with the terms
of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and
whether or not the Company has notice of his death or bankruptcy, be deemed to have been
duly served in respect of any Share registered in the name of such Shareholder as sole or
joint holder, unless his name shall at the time of the service of the notice or document,
have been removed from the Register as the holder of the Share, and such service shall for
all purposes be deemed a sufficient service of such notice or document on all Persons interested
(whether jointly with or as claiming through or under him) in the Share. |
| 149. | Notice of every general meeting of the
Company shall be given to: |
| (a) | all Shareholders holding Shares with the
right to receive notice and who have supplied to the Company an address for the giving of
notices to them; and |
| (b) | every Person entitled to a Share in consequence
of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would be
entitled to receive notice of the meeting. |
No other Person shall be entitled to
receive notices of general meetings.
INDEMNITY
| 150. | Every Director (including for the purposes
of this Article any alternate Director appointed pursuant to the provisions of these
Articles), Secretary, assistant Secretary, or other officer for the time being and from time
to time of the Company (but not including the Company’s auditors) and the personal
representatives of the same (each an “Indemnified Person”) shall be indemnified
and secured harmless against all actions, proceedings, costs, charges, expenses, losses,
damages or liabilities incurred or sustained by such Indemnified Person, other than by reason
of such Indemnified Person’s own dishonesty, wilful default or fraud, in or about the
conduct of the Company’s business or affairs (including as a result of any mistake
of judgment) or in the execution or discharge of his duties, powers, authorities or discretions,
including without prejudice to the generality of the foregoing, any costs, expenses, losses
or liabilities incurred by such Indemnified Person in defending (whether successfully or
otherwise) any civil proceedings concerning the Company or its affairs in any court whether
in the Cayman Islands or elsewhere. |
| 151. | No Indemnified Person shall be liable: |
| (a) | for the acts, receipts, neglects, defaults
or omissions of any other Director or officer or agent of the Company; or |
| (b) | for any loss on account of defect of title
to any property of the Company; or |
| (c) | on account of the insufficiency of any
security in or upon which any money of the Company shall be invested; or |
| (d) | for any loss incurred through any bank,
broker or other similar Person; or |
| (e) | for any loss occasioned by any negligence,
default, breach of duty, breach of trust, error of judgement or oversight on such Indemnified
Person’s part; or |
| (f) | for any loss, damage or misfortune whatsoever
which may happen in or arise from the execution or discharge of the duties, powers, authorities,
or discretions of such Indemnified Person’s office or in relation thereto; |
unless the same shall happen through
such Indemnified Person’s own dishonesty, wilful default or fraud.
NON-RECOGNITION OF TRUSTS
| 152. | Subject to the proviso hereto, no Person
shall be recognised by the Company as holding any Share upon any trust and the Company shall
not, unless required by law, be bound by or be compelled in any way to recognise (even when
having notice thereof) any equitable, contingent, future or partial interest in any Share
or (except only as otherwise provided by these Articles or as the Act requires) any other
right in respect of any Share except an absolute right to the entirety thereof in each Shareholder
registered in the Register, provided that, notwithstanding the foregoing, the Company shall
be entitled to recognise any such interests as shall be determined by the Directors. |
WINDING UP
| 153. | If the Company shall be wound up the
liquidator shall apply the assets of the Company in such manner and order as he thinks fit
in satisfaction of creditors’ claims. |
| 154. | If the Company shall be wound up, the
liquidator may, with the sanction of an Ordinary Resolution divide amongst the Shareholders
in specie or kind the whole or any part of the assets of the Company (whether they shall
consist of property of the same kind or not) and may, for such purpose set such value as
he deems fair upon any property to be divided as aforesaid and may determine how such division
shall be carried out as between the Shareholders or different Classes. The liquidator may,
with the like sanction, vest the whole or any part of such assets in trustees upon such trusts
for the benefit of the Shareholders as the liquidator, with the like sanction shall think
fit, but so that no Shareholder shall be compelled to accept any assets whereon there is
any liability. |
AMENDMENT OF ARTICLES OF ASSOCIATION
| 155. | Subject to the Act and the rights attaching
to the various Classes, the Company may at any time and from time to time by Special Resolution
alter or amend these Articles in whole or in part. |
CLOSING OF REGISTER OR FIXING RECORD DATE
| 156. | For the purpose of determining those
Shareholders that are entitled to receive notice of, attend or vote at any meeting of Shareholders
or any adjournment thereof, or those Shareholders that are entitled to receive payment of
any dividend, or in order to make a determination as to who is a Shareholder for any other
purpose, the Directors may provide that the Register shall be closed for transfers for a
stated period which shall not exceed in any case 40 days. If the Register shall be so closed
for the purpose of determining those Shareholders that are entitled to receive notice of,
attend or vote at a meeting of Shareholders the Register shall be so closed for at least
ten days immediately preceding such meeting and the record date for such determination shall
be the date of the closure of the Register. |
| 157. | In lieu of or apart from closing the
Register, the Directors may fix in advance a date as the record date for any such determination
of those Shareholders that are entitled to receive notice of, attend or vote at a meeting
of the Shareholders and for the purpose of determining those Shareholders that are entitled
to receive payment of any dividend the Directors may, at or within 90 days prior to the date
of declaration of such dividend, fix a subsequent date as the record date for such determination. |
| 158. | If the Register is not so closed and
no record date is fixed for the determination of those Shareholders entitled to receive notice
of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to
receive payment of a dividend, the date on which notice of the meeting is posted or the date
on which the resolution of the Directors declaring such dividend is adopted, as the case
may be, shall be the record date for such determination of Shareholders. When a determination
of those Shareholders that are entitled to receive notice of, attend or vote at a meeting
of Shareholders has been made as provided in this Article, such determination shall apply
to any adjournment thereof. |
REGISTRATION BY WAY OF CONTINUATION
| 159. | The
Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction
outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated,
registered or existing. In furtherance of a resolution adopted pursuant to this Article,
the Directors may cause an application to be made to the Registrar of Companies to deregister
the Company in the Cayman Islands or such other jurisdiction in which it is for the time
being incorporated, registered or existing and may cause all such further steps as they consider
appropriate to be taken to effect the transfer by way of continuation of the Company. |
MERGERS AND CONSOLIDATION
| 160. | The Company may by Special Resolution
resolve to merge or consolidate the Company in accordance with the Act. |
DISCLOSURE
| 161. | The Directors, or any authorised service
providers (including the officers, the Secretary and the registered office agent of the Company),
shall be entitled to disclose to any regulatory or judicial authority, or to any stock exchange
on which the Shares may from time to time be listed, any information regarding the affairs
of the Company including, without limitation, information contained in the Register and books
of the Company. |
Exhibit B
Contracts and Players
[Intentionally Omitted]
Exhibit C
Registration Rights Agreement
Term Sheet
Holders |
Trawlers Limited and the persons whose names are listed in Schedule B of the Transaction Agreement (the “Agreement”), and any Permitted Transferees thereof (collectively, the “Holders”) |
Issuer |
Manchester United plc (the “Issuer”) and any of its successors and assigns. |
Registrable Securities |
“Registrable Securities” shall mean any publicly traded common shares of the capital stock of the Issuer held by or issuable to a Holder from time to time. Such securities shall cease to constitute Registrable Securities when (1) a registration statement with respect to the offering of such securities shall have been declared effective and such securities shall have been disposed of by such Holder pursuant to such registration statement, (2) such securities have been sold to the public pursuant to a Rule 144, (3) such securities shall have been repurchased by the Issuer or a subsidiary of the Issuer or (4) such Holder is able to dispose of all of its Registrable Securities pursuant to Rule 144 in a single transaction without volume limitation or other restrictions on transfer thereunder. |
Resale Shelf Registration |
Within 30 days of the Closing (as defined in the Agreement), the Issuer will file and thereafter keep effective a registration statement on Form F-3 (or Form S-3, as applicable) providing for the resale from time to time, and pursuant to a “Plan of Distribution” approved by the Holders, of all of the Holders’ Registrable Securities. If at any time Form F-3 (or Form S-3, as applicable) shall not be available to the Issuer, the Issuer will file and thereafter keep effective a registration statement on Form F-1 (or Form S-1, as applicable) providing for the same. |
Demand Registration Rights |
Holders may, at any time and from time to time,
request that the Issuer prepare and file a registration statement (or prospectus supplement, post-effective amendment or other amendment
or supplement to an existing registration statement as may be necessary) with the Securities and Exchange Commission (“SEC”)
providing for:
· Underwritten
offerings
· Shelf takedowns
· Block trades
(including on an underwritten basis) off of a Shelf Registration Statement with notice to the Issuer two business days prior to launch
and simultaneous piggyback notice to other Holders
Any of the foregoing offerings are referred to
herein as a “Demand Registration”. |
Number of Demand Rights Permitted |
Unlimited demand rights. |
Selection of Underwriters |
Managing underwriter(s) to be selected by Holders representing a majority of the Registrable Securities included in any Demand Registration. |
Procedures for Underwriting |
The Issuer will provide for the delivery of customary
diligence, documentation and deliverables (including, without limitation, comfort letters of its auditors and negative assurance letters
and opinions of its counsel and counsel to the underwriters) in connection with Demand Registrations.
The Issuer will make management available for
a customary “road show” and agree to other customary cooperation covenants in connection with Demand Registrations. |
Holdback Agreements |
Customary requirements to enter into holdback agreements from any parties, and for the periods, as may be requested by the managing underwriter(s) to a Demand Registration. |
Cutback Rights |
Customary, at managing underwriter’s discretion subject to the priority provisions below. |
Priority on Demand Registrations and Shelf Offerings |
Primary
Registrations: first, to the Issuer, second, to securities requested to be included in such registration by Holders of Registrable
Securities that can be sold, in the opinion of the underwriters, without any adverse effect, with any cutbacks pro rata, based on the
Registrable Securities requested to be included in such registration, among the Holders of such Registrable Securities and third, other
securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any adverse effect.
Secondary
Registrations: First, the securities requested to be included in such registration by Holders of Registrable Securities that can
be sold, in the opinion of the underwriters, without any adverse effect, with any cutbacks pro rata, based on the Registrable Securities
requested to be included in such registration, among the Holders of such Registrable Securities, and second, other securities requested
to be included in such registration, which can be sold, in the opinion of the underwriters, without any adverse effect. |
Blackouts/Suspension |
90 day postponement/suspension right if: (a) the
board determines in good faith that the offer or sale would have a material adverse effect on any proposal or plan by the Issuer or its
subsidiaries to engage in any material acquisition, (b) upon advice of counsel, the sale would require the disclosure of non-public
material information otherwise not required to be disclosed and (c) (i) Issuer has a bona fide business purposes for preserving
confidentiality of such transaction or (ii) disclosure would have a material adverse effect on the Issuer or its ability to consummate
such transaction.
The Issuer may not have a suspension or blackout
of greater than 90 days in aggregate in any 12-month period, or more than 2 suspensions or blackouts in such period. |
Piggyback Rights |
Any Holder will have customary Piggyback Rights on any registration statement (other than in connection with registrations on Form S-4 or S-8) and filed by the Issuer on behalf of itself or any other person. |
Piggyback Notice Periods |
Customary periods to be agreed. |
Expenses |
Issuer responsible for all expenses, including reimbursement for the reasonable fees and disbursements of one counsel for all Holders to be selected by Holders representing a majority of the Registrable Securities included in such offering. |
Indemnification |
Customary indemnification provisions. |
Other Registration Rights |
The Issuer will not grant any person any registration rights with respect to its securities that are prior in right, in conflict or inconsistent with (including rights that would reduce the number of securities a Holder may include in any registration noted above) the rights of the Holders, or that would allow for a holder to demand registration without providing the Holders piggyback rights. |
Governing Law |
New York |
Schedule
A
Regulatory Approvals
Germany.
The German Federal Cartel Office having (i) stated in writing that the Transactions are not subject to a notification requirement
pursuant to Sections 35 et seq. of the German Act Against Restraints of Competition (“ARC”); (ii) cleared
the Transactions pursuant to Section 40 ARC; or (iii) failed to give notice or render a decision, as the case may be, so that
the Transactions are deemed to be cleared pursuant to Section 40 ARC because the applicable waiting period has expired.
Schedule
B
Sellers
Seller Name | |
Owned Class A Ordinary Shares | | |
Owned Class B Ordinary Shares | | |
Sale Shares | | |
Address |
|
Joel M. Glazer Irrevocable Exempt Trust | |
| 1,707,614 | | |
| 21,749,366 | | |
| 4,591,983 | | |
##### |
|
RECO Holdings LLC | |
| 0 | | |
| 150,000 | | |
| 0 | | |
##### |
|
Darcie S. Glazer Irrevocable Exempt Trust | |
| 603,806 | | |
| 20,899,365 | | |
| 4,591,984 | | |
##### |
|
Bryan G. Glazer Irrevocable Exempt Trust | |
| 0 | | |
| 19,809,365 | | |
| 4,591,984 | | |
##### |
|
SCG Global Investment Holdings LLC | |
| 0 | | |
| 90,000 | | |
| 0 | | |
##### |
|
Avram Glazer Irrevocable Exempt Trust | |
| 0 | | |
| 16,516,979 | | |
| 4,591,984 | | |
##### |
|
Hamilton TFC LLC | |
| 0 | | |
| 90,000 | | |
| 0 | | |
##### |
|
Edward S. Glazer Irrevocable Exempt Trust | |
| 0 | | |
| 15,003,172 | | |
| 4,591,984 | | |
##### |
|
Kevin Glazer Irrevocable Exempt Family Trust | |
| 0 | | |
| 12,133,974 | | |
| 4,591,984 | | |
##### |
|
KEGT Holdings LLC | |
| 0 | | |
| 3,765,392 | | |
| 0 | | |
##### |
|
Annex
I
CONDITIONS TO THE OFFER
Capitalized terms used in
this Annex I and not otherwise defined herein shall have the respective meanings assigned to them in the Transaction Agreement to which
it is attached (the “Agreement”).
The
obligation of Purchaser to accept for payment and purchase, and pay for Class A Ordinary Shares validly tendered (and not validly
withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through
(h) below. Accordingly, notwithstanding any
other provision of the Agreement or the Offer to the contrary, but subject to Purchaser’s right and obligation to extend the Offer
pursuant to the terms of the Agreement, Purchaser shall not be required to accept for payment and purchase, or (subject to any applicable
rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act) pay for, and may delay the
acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Class A Ordinary Shares,
and, to the extent permitted by the Agreement, may (i) terminate the Offer: (A) upon termination of this Agreement; and (B) at
any scheduled Expiration Time (subject to any extensions of the Offer pursuant to Section 2.03(c) of the Agreement) or
(ii) amend the Offer as otherwise permitted by the Agreement, if any of the conditions set forth in clauses (a) through
(h) below shall not be satisfied, deemed to
be waived or waived (to the extent permitted by the Agreement) in writing by Purchaser:
(a) Each
of the representations and warranties made by the Company in Section 4.01(a), Section 4.02, Section 4.05(a),
Section 4.07(i) and Section 4.20, as well as the Seller Fundamental Representations shall be true and correct
in all material respects as of the Expiration Time as if made at the Expiration Time, except for those representations and warranties
that speak as of a particular date, which shall be true and correct in all respects as of such date.
(b) Each
of the representations and warranties made by the Company and Sellers in the Agreement other than those included in clause (a) above
(without giving effect to any references to any “Company Material Adverse Effect” or other “materiality” qualifications)
shall be true and correct in all respects as of the Expiration Time as if made at the Expiration Time, in each case, (A) except for
those representations and warranties that speak as of a particular date, which shall be true and correct in all respects as of such date,
and (B) except where the failure to be so true and correct has not had and would not have a Company Material Adverse Effect.
(c) The
consummation of any of the Transactions shall not then be enjoined or prohibited by any order, judgment, decree, injunction or ruling
(whether temporary, preliminary or permanent) of any Governmental Authority.
(d) (i) The
clearances, approvals and consents required to be obtained under the Antitrust Laws set forth in Schedule A to the Agreement shall have
been obtained and shall be in full force and effect, (ii) the PL Approval shall have been obtained and (iii) the Football Association
Approval shall have been obtained (the “Regulatory Condition”).
(e) The
Sellers and Company shall each have performed in all material respects the obligations required to be performed by it under this Agreement
at or prior to the Expiration Time.
(f) Purchaser
shall have received a certificate executed by the Company to the effect that the conditions set forth in clauses (a),
(b) and (e) above
have been satisfied.
(g) The
Amendment Proposal shall have been approved by the Company’s shareholders and the Amended Articles (x) will be in full force
and effect as of immediately prior to the Closing or (y) will automatically come into full force and effect simultaneously with the
occurrence of the Closing.
(h) The
Agreement shall not have been validly terminated in accordance with its terms.
Exhibit 99.2
Privileged & Confidential
Execution Version
GOVERNANCE AGREEMENT
This GOVERNANCE AGREEMENT
(this “Agreement”), dated as of December 24, 2023, and effective as of the Closing Date, is entered into by and
among the persons whose names are listed in Schedule A (the “Initial Glazer Parties”), Trawlers Limited (“Trawlers”)
and Manchester United plc, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”
and together with the Glazer Parties and Trawlers Parties, the “Parties”, and each, a “Party”).
Unless otherwise specified herein, all capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings
ascribed to such terms in that certain Transaction Agreement, dated as of the date hereof, by and among the original Parties hereto (as
may be amended or supplemented from time to time, the “Transaction Agreement”).
WHEREAS, the Parties wish
to enter into this Agreement for the purposes of regulating certain relationships of the Parties, regulating certain aspects of the management
and affairs of the Group Companies, and imposing certain restrictions on the Class A Ordinary Shares and the Class B Ordinary
Shares held by the Glazer Parties and the Trawlers Parties, in each case from and after the Closing.
NOW, THEREFORE, in consideration
of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree
as follows:
Article I
DEFINITIONS
1.1 As
used in this Agreement, the following terms have the following meanings:
“Accessing
Shareholder” has the meaning given in Section 3.5(a).
“Agreement” has the
meaning given in the Preamble.
“Change of Control”
means (i) any Person, but excluding for purposes of determining any such group, the Glazer Parties or any of their Affiliates, directly
or indirectly having beneficial ownership of more than fifty per cent. (50%) of the Voting Power of the Company and (ii) the Glazer
Parties ceasing to have direct or indirect beneficial ownership of more than fifty per cent. (50%) of the Voting Power of the Company.
“Change of Control Transaction”
means (i) any Full Sale or (ii) any transaction or series of related transactions resulting in a Change of Control.
“Combined Glazer Voting Power”
means the total Voting Power of the Company of all Glazer Parties.
“Committees” has
the meaning given in Section 3.2.
“Company” has the
meaning given in the Preamble.
“Company Percentage Ownership”
means in respect of any Shareholder, the percentage determined by the quotient of (a) the number of Company Ordinary Shares held
by such Shareholder divided by (b) the total number of Company Ordinary Shares issued and outstanding, in each case, at the
time of such determination.
“Drag Terms of Purchase”
has the meaning given in Section 7.1(b).
“FSMA” means the
Financial Services and Markets Act 2000 (references to FSMA being read, as appropriate, with the FSMA (Controllers) (Exemption) Order
2009).
“FIFA Rules and Regulations”
means any and all statutes, rules, regulations, directives, agreements, codes of practice and/or equivalent of FIFA as in effect from
time to time.
“Football Governing Body”
means any of FIFA, UEFA, the Football Association, the Premier League and/or any other relevant and competent regulatory authority, governing
body, union, organization, administrator, body or authority of any football league or football competition (whether nationally or internationally)
in which the Club may participate or which is responsible from time to time for the regulation and governance of the Club.
“Football Governing Body Rules and
Regulations” means any and all statutes, rules, regulations, directives, agreements, codes of practice and/or equivalent of
any Football Governing Body as in effect from time to time with which the Club is obliged or required to comply from time to time (including
the PL Rules, FA Rules, WSL Rules, UEFA Rules and Regulations and FIFA Rules and Regulations).
“Full Sale” means
any transaction or series of related transactions involving (i) any acquisition or purchase by any Person, directly or indirectly,
of one hundred per cent. (100%) of the outstanding shares of the Company, or any tender offer (including a self-tender) or exchange offer
that, if consummated, would result in any Person beneficially owning one hundred per cent. (100%) of the outstanding shares of the Company
(in each case, subject to any rollover permitted pursuant to Section 7.1(b)), (ii) any merger, amalgamation, consolidation,
share exchange, business combination, joint venture or other similar transaction involving the Company or any of the other Group Companies,
the business of which constitutes all or substantially all of the consolidated revenues, net income or assets of the Group Companies,
(iii) any sale, lease, exchange, transfer, license (other than licenses in the ordinary course of business), acquisition or disposition
of all or substantially all of the consolidated assets of the Group Companies or (iv) any liquidation, dissolution, recapitalization,
extraordinary dividend or other significant corporate reorganization of the Company or any of the other Group Companies, the business
of which constitutes all of substantially all the consolidated revenues, net income or assets of the Company.
“Glazer Party” means
each of the Initial Glazer Parties, any Glazer Party Permitted Transferee or any Permitted Glazer Holder.
“Glazer
Parties’ Majority” means the Glazer Parties representing more than fifty per ( 50%) of the Combined Glazer Voting Power.
For example, if the Glazer Parties held one-hundred (100) Class B Ordinary Shares (representing 1,000 total votes) and one-hundred
(100) Class A Ordinary Shares (representing 100 total votes), an action taken by the Glazer Parties’ Majority would require
a written consent or approval of the Glazer Parties holding Company Ordinary Shares representing at least 551 total votes.
“Glazer Party Permitted Transferee” has
the meaning given in Section 5.1(a)(v).
“Glazer Siblings” means Avram Glazer,
Joel M. Glazer, Kevin Glazer, Bryan G. Glazer, Darcie S. Glazer and Edward S. Glazer.
“Group Companies”
means, collectively, the Company and each of its Subsidiaries.
“holding” means,
with respect to any Person, the aggregate number of Company Ordinary Shares that such Person beneficially owns or controls, directly or
indirectly, as of the relevant date of determination. For the avoidance of doubt, no Company Ordinary Shares “held” by a Glazer
Party shall be included in the calculation of Company Ordinary Shares held by the Trawlers Parties and vice versa.
“Initial Glazer Parties”
has the meaning given in the Preamble.
“Investor” means
Sir James A Ratcliffe.
“Majority Holder”
means, as of an applicable time, (i) the Glazer Parties, for so long as the Glazer Parties hold more than fifty per cent. (50%) of
the Voting Power of the Company in the aggregate (which, for the avoidance of doubt shall exclude the Voting Power of the Company of any
Company Ordinary Shares held by any Trawlers Party) or (ii) the Trawlers Parties, for so long as the Trawlers Parties hold more than
fifty per cent. (50%) of the Voting Power of the Company in the aggregate (which, for the avoidance of doubt shall exclude the Voting
Power of the Company of any Company Ordinary Shares held by any Glazer Party). For clarity, it is possible that neither the Glazer Parties
nor the Trawlers Parties will be a “Majority Holder” as of an applicable time of determination.
“Minority
Holder” means, as of an applicable time, (i) if the Trawlers Parties are the Majority Holder, the Glazer Parties,
(ii) if the Glazer Parties are the Majority Holder, the Trawlers Parties and (iii) if neither the Glazer Parties nor the Trawlers
Parties are the Majority Holder, both the Glazer Parties and the Trawlers Parties.
“Offered Shares” has the meaning given
in Section 6.1.
“Party” has the meaning given in the Preamble.
“Permitted Issuance”
means an issuance of Class A Ordinary Shares (i) as a result of the exercise, conversion or exchange of any securities that
have the right to become shares or other securities of the Company, (ii) to the Company’s officers, directors, employees or
consultants or other service providers under any employment arrangement or bona fide approved plan that grants them such securities as
compensation or incentive, (iii) on a pro rata basis as a dividend or distribution on, or in connection with, a split or recapitalization
or similar reorganization transaction or (iv) as part of a valid agreement with a bona fide Third Party in consideration for the
acquisition from Third Party of assets, shares, securities, an undertaking or a business.
“Permitted Glazer Holder”
has the meaning given in Section 5.1(a)(v).
“Permitted Trawlers Holder” has the meaning
given in Section 5.2(a)(iv).
“Premier League”
means The Football Association Premier League Limited, a company incorporated in England and Wales with registered number 02719699 whose
registered office is at Brunel Building, 57 North Wharf Road, London, United Kingdom, W2 1HQ and any successor or replacement body from
time to time.
“Prohibited Person” means any Person who,
at the relevant time, is, a Sanctioned Entity.
“Relevant Situation” has the meaning given
in Section 3.3(d).
“ROFO Acceptance” has the meaning given
in Section 6.3.
“ROFO Acceptance Period”
has the meaning given in Section 6.3.
“ROFO Closing Date” means in respect of
a transaction in which the aggregate consideration offered by the ROFO Purchaser is:
| (i) | less than $300 million, the thirtieth (30th) day following the execution of the applicable
ROFO Transaction Agreement; |
| (ii) | more than or equal to $300 million and less than $500mm, the ninetieth (90th) day following
the execution of the applicable ROFO Transaction Agreement; and |
| (iii) | more than or equal to $500 million, the one-hundred-twentieth (120th) day following the execution
of the applicable ROFO Transaction Agreement. |
“ROFO Contract Date” has the meaning given
in Section 6.5(c).
“ROFO Contract Period” has the meaning
given in Section 6.5(c).
“ROFO Notice” has the meaning given in
Section 6.2.
“ROFO Period” has the meaning given in
Section 6.2.
“ROFO Purchaser” means if the ROFO Seller
is (i) a Glazer Party or Glazer Parties, the Trawlers Parties’ Representative or (ii) a Trawlers Party or Trawlers Parties,
the Glazer Parties’ Majority.
“ROFO Rejection” has the meaning given
in Section 6.3.
“ROFO Seller” has the meaning given in
Section 6.1.
“ROFO Tranche” has the meaning given in
Section 6.5(b).
“ROFO Transaction Agreement” has the meaning
given in Section 6.4.
“Sanction” means
any sanction, official embargo measures or any 'specially designated nationals' or 'blocked persons' lists, or any equivalent lists maintained
and imposed from time to time by the United Nations, the European Union, Switzerland, the United Kingdom, or (in each case) its regulatory
body or bodies enforcing economic and trade sanctions legislation, or of or by the United States Department of Treasury (Office of Foreign
Assets Control).
“Sanctioned Entity” means any entity,
individual, corporation, company, association or government, who or which is subject to a Sanction.
“Shareholder” means
each of (i) collectively, the Glazer Parties and (ii) collectively, the Trawlers Parties.
“Tag Along Notice” has the meaning given
in Section 7.2(a).
“Tag Along Participation Notice” has the
meaning given in Section 7.2(b).
“Tag Terms of Purchase” has the meaning
given in Section 7.2(a).
“Tagging Seller” has the meaning given
in Section 7.2(a).
“Terms of Purchase” has the meaning given
in Section 7.2(a).
“Transaction Agreement” has the meaning
given in the Preamble.
“Transfer” means
directly or indirectly, any sale, assignment, transfer, exchange, gift, bequest, pledge, mortgage, charge, hypothecation or other disposition
or encumbrance of such share or any legal or beneficial interest in such share, in whole or in part, whether or not for value and whether
voluntary or involuntary or by operation of Applicable Law (including any synthetic transfer of ownership, a transfer to a broker or other
nominee (regardless of whether or not there is a corresponding change in beneficial ownership), or the transfer of, or entering into a
binding agreement with respect to, Voting Control over such Company Ordinary Share by proxy or otherwise), or taking any action or proposing
or agreeing to any action to enter into a transaction which is intended to effect any of the foregoing; provided, however,
that (a) the following shall not be considered a “Transfer”: (i) entering into a voting or support agreement (with
or without granting a proxy) in connection with (1) any merger, consolidation or other business combination of the Company that has
been approved by the Company Board, whether effectuated through one transaction or series of related transactions (including a tender
offer followed by a merger) or (2) a Change of Control Transaction; provided, in each case, that such voting or support agreement
does not prevent the Shareholder entering into such agreement from complying with the terms of this Agreement; (ii) the grant of
a proxy to officers or directors of the Company at the request of the Company Board in connection with actions to be taken at a general
or special meeting, (iii) the pledge of shares of the Company by a shareholder that creates a mere security interest in such shares
pursuant to a bona fide loan or indebtedness transaction so long as such shareholder continues to exercise Voting Control (excluding forfeiture
or similar customary provisions in pledge arrangements) over such pledged shares and such pledged shares are not transferred to or registered
in the name of the pledgee; provided, however, that a foreclosure on such shares by the pledgee shall constitute a “Transfer”;
(iv) the fact that the spouse or domestic partner of any holder of Class B Ordinary Share or Class A Ordinary Shares possesses
or obtains an interest in such holder’s shares of Class A Ordinary Shares or Class B Ordinary Shares, arising solely by
reason of the application of the community property laws of any jurisdiction; (v) Transfers of Class A Ordinary Shares as charitable
donations or distributions that are consistent with the Shareholder’s and/or the immediate family of such Shareholder’s bona
fide estate planning purposes; or (vi) Transfers upon the death of any Shareholder to such Shareholders’ heirs, executors or
administrators or to a trust under such Shareholder’s will, or between such Shareholder and such Shareholder’s guardian or
conservator; provided, that (A) following the transfer of Company Ordinary Shares pursuant to (v) or (vi), the transferee
executes a joinder to this Agreement agreeing to be bound by the terms and conditions applicable to the transferor of such Company Ordinary
Shares; and (B) if such Company Ordinary Shares are transferred by a Glazer Party, the transferee agrees to be bound by the provisions
of this Agreement applicable to Glazer Party Permitted Transferees (including those in Section 5.1(a)(v)(A)-(C)) and, if such
Company Ordinary Shares are transferred by a Trawlers Party, the transferee agrees to be bound by the provisions of this Agreement applicable
to Trawlers Permitted Transferees (including those in Section 5.2(a)(iv)(A)-(C)).
“Transfer Notice” has the meaning given
in Section 6.1.
“Trawlers” has the meaning given in the
Preamble.
“Trawlers Affiliates”
means (i) Trawlers and (ii) any Person in the INEOS Group.
“Trawlers
Parties’ Representative” means Rob Nevin, or such other person who reports (directly or indirectly) to the Investor,
as selected by Trawlers Parties acting by majority vote based on the Voting Power of the Company held by each Trawlers Party.
“Trawlers Party”
means each of Trawlers, the Investor, Andrew Currie, John Reece, any Permitted Trawlers Holder and any Trawlers Permitted Transferee.
“Trawlers Permitted Transferee” has the
meaning given in Section 5.2(a)(iv).
“UEFA Rules and Regulations”
means any and all statutes, rules, regulations, directives, agreements, codes of practice and/or equivalent of UEFA as in effect from
time to time, including the UEFA Club Licensing and Financial Sustainability Regulations (Edition 2023), the UEFA Club Licensing and Financial
Fair Play Regulations (Edition 2018), Regulations of the UEFA Champions League, Regulations of the UEFA Europa League and Regulations
of the UEFA Europa Conference League, in each case, including any addendums and replacements thereto and as amended from time to time.
“Voting Control”
means the exclusive power (whether directly or indirectly) to vote or direct the voting of a Company Ordinary Share or other relevant
security by proxy, voting agreement or otherwise (it being understood that a voting commitment without a grant of irrevocable proxy to
vote on specified matters will not constitute a Transfer of “exclusive power” to vote or direct the voting of such Company
Ordinary Share).
“Voting Power of the Company”
means the aggregate voting power of any Company Ordinary Shares held by the applicable Person pursuant to the Amended Articles (but without
regard to Article 15 therein).
Article II
REDEVELOPMENT OF OLD TRAFFORD
2.1 The
Company agrees as of the date hereof that the amounts invested by the Trawlers Parties pursuant to the Transaction Agreement into the
Company are intended to be part of the funds that will be available for the purposes of redevelopment and renovation of the football stadium
at Old Trafford, but may be applied, before such amounts are required for these purposes, in the Group Companies’ ordinary course
of business.
Article III
DIRECTOR APPOINTMENTS AND GOVERNANCE
3.1 Board
Composition. The Parties agree that:
(a) the
Minority Holder(s) (acting in accordance with Section 10.7(c)) shall have the right to nominate for election to the Company
Board:
(i) for
so long as it has Company Percentage Ownership of at least fifteen per cent. (15%), up to two (2) members of the Company Board, and,
in the case of the Trawlers Parties (unless the Trawlers Parties are the Majority Holder), such designees must not be considered a United
States citizen or resident (as defined in Rule 405 of Regulation C under the Securities Act and Rule 3b-4 under the Exchange
Act); and
(ii) for
so long as it has Company Percentage Ownership of at least ten per cent. (10%) but less than fifteen per cent. (15%), up to one (1) member
of the Company Board and, in the case of the Trawlers Parties (unless the Trawlers Parties are the Majority Holder), such designee must
not be considered a United States citizen or resident (as defined in Rule 405 of Regulation C under the Securities Act and Rule 3b-4
under the Exchange Act);
(b) the
Majority Holder (if any) (acting in accordance with Section 10.7(c)) shall have the right to nominate for election the remaining
members of the Company Board and determine the size of the Company Board (subject to the requirements of Section 3.1(a));
(c) for
so long as a Shareholder has nomination rights pursuant to Sections 3.1(a) or 3.1(b) above, (i) the Company
agrees that it shall nominate for election at its annual meeting of shareholder each such Person designated by the Majority Holder or
the Minority Holder (and shall recommend, support and solicit proxies for the election of each such Person, in the same manner as it recommends,
supports and solicits proxies for the election of the Company’s other director nominees) and (ii) each of the Shareholders
shall vote in favor of the nominee or nominees of the other Shareholder(s);
(d) the
Minority Holder(s) (acting in accordance with Section 10.7(c)) shall have the right to appoint:
(i) two
(2) members of the Board of Directors of each Subsidiary of the Company (each a “Subsidiary Board” and together
with the Company Board, a “Board”); and
(ii) for
so long as it has Company Percentage Ownership of at least ten per cent. (10%) but less than fifteen per cent. (15%), up to one (1) member
of each Subsidiary Board, and the Company shall procure the appointment of such member(s); and
(e) the
Majority Holder (if any) (acting in accordance with Section 10.7(c)) shall have the right to nominate for election the remaining
members of all Subsidiary Boards and determine the size of such Subsidiary Boards (subject to the requirements of Section 3.1(d)).
3.2 Committee
Composition. To the extent permitted by Applicable Law, for so long as a Minority Holder has the right to appoint a director pursuant
to Section 3.1, the Company shall, except as otherwise provided in this Agreement, at the written request of a Minority Holder
(acting in accordance with Section 10.7(c)), take all necessary action to cause each committee of any board of the Company
(other than the audit committee of the Company Board) (the “Committees”) to include at least one designee of such Minority
Holder.
3.3 Appointment
and Removal of Directors and Committee Designees
(a) Subject
to Section 3.3(d), each Shareholder that is entitled to appoint a director pursuant to Section 3.1 or designee
pursuant to Section 3.2 may appoint such a director or designee and remove or replace that director or designee by providing
notice in writing to the Company (with a copy of such notice being provided substantially contemporaneously, and for information purposes
only, to the other Shareholder). Upon such notice, the non-appointing Shareholder and, subject to Applicable Law, the Company (and the
relevant Group Company, as appropriate) shall take all actions (including, where necessary, voting their Company Ordinary Shares, passing
board resolutions or providing additional notice in writing) to cause such director or designee to take and be maintained in office or
remove or replace such director(s) or designee(s) from time to time.
(b) In
the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of a director or designee
appointed by a Shareholder, such Shareholder may designate another individual as its designee to either fill the applicable vacancy, and
the non-appointing Shareholder and, subject to Applicable Law, the Company shall take all necessary action within its control so that
each replacement is appointed and elected to the applicable Board or Committee in accordance with the provisions of the Amended Articles
at such time.
(c) In
the event that the number of directors or designees that a Shareholder has the right to appoint pursuant to Section 3.1 and
Section 3.2 is reduced, such Shareholder shall be required to promptly cause the resignation of such number of directors or
designees as is required to result in the number of directors on any Board or designees on any Committee that are appointed by such Shareholder
to be equal to the number of directors or designees that such Shareholder is entitled to appoint following such change.
(d) Notwithstanding
anything to the contrary in this Agreement, if (i) the identity of, or any act or omission by, or other situation in respect of,
a director or committee member or observer, or any other person involved, either directly or indirectly, in any capacity whatsoever in
the management, administration or sporting performance of the Club and/or Manchester United Women’s Football Club Limited (or any
representative teams), who is appointed by or related to a Minority Holder (each such director, member, observer or other person being
a “Minority Shareholder Representative”), (ii) the assets (or interests) owned or otherwise held by any such Minority
Shareholder Representative (including any direct or indirect interest or involvement in any association football club (other than the
Club and/or Manchester United Women’s Football Club Limited)), or (iii) any provision of this Agreement regarding the appointment
of any Minority Shareholder Representative to any board or committee or observer role or other position in the management, administration
or sporting performance of the Club and/or Manchester United Women’s Football Club Limited (or any representative teams); in each
case, results, at a relevant time, in a breach of, or a failure to meet, the criteria contained in any Football Governing Body Rules and
Regulations, or a sanction or penalty for, or an actual prejudice to, the Club and/or Manchester United Women’s Football Club Limited
(or any representative teams) under any Football Governing Body Rules and Regulations (including the Club and/or Manchester United
Women’s Football Club Limited (or any representative teams) not being permitted to participate in any tournament, competition or
match) (a “Relevant Situation”) or, in each case in this Section 3.3(d), the Company determines (acting
reasonably and in good faith) that any of (i), (ii) or (iii) does or could reasonably be expected to result in a Relevant Situation
then, the Minority Holder shall (and shall procure that any other association football club to which (ii) applies (other than the
Club and/or Manchester United Women’s Football Club Limited) shall) take all necessary steps to prevent or remedy the Relevant Situation.
3.4 Observers
(a) Subject
to Section 3.3(d) and Section 3.4(b):
(i) for
as long as a Shareholder is entitled to, but has not appointed, a director under Section 3.1 or designee under Section 3.2,
such Shareholder shall be entitled, by notice in writing to the Company and the other Shareholder (with a copy of such notice being provided
substantially contemporaneously, and for information purposes only, to the other Shareholder), to appoint and maintain (and, to remove
or replace) a number of board or committee observers to the applicable Board or Committee equal to the maximum number of directors or
designees that such Shareholder is entitled to appoint pursuant to Section 3.1 or Section 3.2 (as applicable)
less the number of directors or designees which such Shareholder has actually so appointed; and
(ii) for
so long as such Shareholder has Company Percentage Ownership of at least fifteen percent (15%), such Shareholder shall be entitled, by
notice in writing to the Company and the other Shareholder (with a copy of such notice being provided substantially contemporaneously,
and for information purposes only, to the other Shareholder), to appoint and maintain (and, to remove or replace) one (1) observer
to the audit committee of the Company Board.
(b) Before
an observer is appointed, they must enter into a confidentiality undertaking in favor of the Company in the form approved by, and with
terms no more restrictive than the obligations of, the directors or designees of the Company from time to time, and the appointing Shareholder
shall direct the observer to comply with the terms of such confidentiality undertaking.
(c) The
Company shall notify (or, if relevant, shall cause that its Subsidiary notify) any observer duly appointed in accordance with Section 3.4(a) of
all meetings of the directors of the applicable Board and all meetings of the applicable Committee at the same time and in the same manner
as such directors and designees (as applicable).
(d) Except
as would adversely affect the attorney-client or work product privilege between any of the Group Companies and their counsel and subject
to Section 3.4(e), (i) the Company shall provide (or, if relevant, shall cause its Subsidiary to provide) any observer
duly appointed in accordance with Section 3.4(a), with a copy of all information provided to the directors of the applicable
Board or designees or the applicable Committee (as applicable) at the same time, in the same form and in the same manner as it is provided
to them; and (ii) any such observer is entitled to attend and participate in discussions at all meetings of the directors of the
applicable Board or designees or the applicable Committee (as applicable) but shall not, in their capacity as an observer, count towards
the quorum or be entitled to vote.
(e) If
an observer, whether directly or indirectly, has a conflict of interest in connection with any of the matters to be discussed at a Board
or Committee meeting, such shall observer declare the nature of their conflict prior to a meeting of the directors of the Board or Committee
meeting. The relevant Board may reasonably determine to withhold information or materials from such observer and exclude the observer
from attending any meeting or portion thereof related to such conflict of interest.
3.5 Access
to Information.
(a) Subject
to Applicable Law and the agreement of due undertakings of confidentiality as the Company may reasonably require, the Company shall, for
so long as a Minority Holder has Company Percentage Ownership of at least ten per cent. (10%), provide each Minority Holder (the “Accessing
Shareholder”) with such information and access to the Group Companies’ books, records and accounts as the Accessing Shareholder
may reasonably request from time to time. Without limiting the generality of the foregoing, the Company shall provide the Accessing Shareholder
with access to and copies of the following information:
(i) any
board packs and other information provided to the directors of any Board for discussion at meetings thereof (following their delivery
to the directors);
(ii) the
audited statutory accounts of the Group Companies for each accounting period (as soon as practicable following the end of the relevant
statutory filing period);
(iii) the
unaudited quarterly financial statements of the Group Companies for each quarter (following their approval by the directors);
(iv) Company
Board approved operating budget and capital expenditure cashflow for players and non-players; and
(v) any
other annual operating budgets or cash flow forecasts of the Group Companies approved by the Company Board.
provided,
however, that the Company shall not be obligated to provide such access or copies in respect of any Board or Committee if the Minority
Holder has appointed a director or observer to any such Board or Committee.
(b) Subject
to Applicable Law, the non-Accessing Shareholder shall, at the Accessing Shareholder’s request, procure that the Group Companies
shall, within reasonable time, provide to the Accessing Shareholder such information in their possession as is necessary and reasonable
to enable the Accessing Shareholder and its Affiliates to comply with Tax-related Applicable Law and to file any Tax elections or returns.
(c) Subject
to Applicable Law, each Shareholder shall, at the Company’s request, within reasonable time, provide to the Company such information
in its possession (or that it can obtain from its Affiliates) as is necessary and reasonable to enable the Group Companies to comply with
Tax-related Applicable Law and to file any Tax elections or returns.
(d) Nothing
in this Section 3.5 shall require the Group Companies to disclose any information if such disclosure would, in the reasonable
good faith judgment of the Company, (i) cause significant competitive harm to any Group Company (which will be deemed to include
any disclosure to a Shareholder at a relevant time that, in the good faith judgment of the Company, would likely result in a Relevant
Situation), (ii) violate Applicable Law or the provisions of any contract (including any confidentiality agreement or similar agreement
or arrangement) to which any Group Company is a party, or (iii) jeopardize any attorney-client or other legal privilege, in each
case, so long as that the Company provides the Accessing Shareholder written notice of any information so withheld and reasonably cooperates
with the Accessing Shareholder in seeking to allow disclosure of such information in a manner that is not reasonably likely to violate
Applicable Law, breach such confidentiality obligations, cause such competitive harm, breach such confidentiality obligations or jeopardize
such attorney-client or other legal privilege.
3.6 Quorum
and Board Meetings.
(a) For
so long as a Minority Holder has the right to appoint two (2) members of the Boards or Committee, the Shareholders agree that no
meeting of such Board or Committee shall be held unless a quorum is formed comprising of at least one (1) director appointed (if
any) by such Minority Holder (acting in accordance with Section 10.7(c)) (which, in the case of the Glazer Parties, shall
be one of the Glazer Siblings to the extent a Glazer Sibling is appointed to such Board or Committee and otherwise, any appointee of the
Glazer Parties); provided, however, that if such a quorum should not be present by reason of a director appointed by a Shareholder
to such Board or Committee (which, in the case of the Glazer Parties, shall be one of the Glazer Siblings to the extent a Glazer Sibling
is appointed to such Board or Committee and otherwise, any appointee of the Glazer Parties) not being present at a meeting of such Board
or Committee within thirty (30) minutes from the time appointed for the meeting, then the meeting shall be adjourned to a date within
ten (10) Business Days of the original meeting (on no less than twenty-four (24) hours notice). If at such reconvened meeting of
such Board or Committee, such a quorum would otherwise not be present by reason of a director appointed by a Shareholder not being present
within thirty (30) minutes from the time appointed for the meeting, then, if the previous meeting had needed to be reconvened due to a
director appointed by the same Shareholder not forming part of the quorum, the attendance of a director appointed by such Shareholder
shall not be required to form a quorum at such reconvened meeting. For the avoidance of doubt, in the event that a Minority Holder does
not have the right to appoint two (2) members to a Board or Committee (or has not appointed any members of such Board or Committee),
no designee of such Minority Holder shall be required for a quorum of such Board or Committee.
3.7 Reimbursement
of Director Expenses. The Company or the applicable Group Company shall reimburse each director for their respective reasonable and
documented out-of-pocket expenses incurred in connection with travel to or from, and attendance at, each meeting of any Board or Committee.
Article IV
RESERVED MATTERS
4.1 Requirements
for Approval.
(a) For
so long as a Minority Holder has Company Percentage Ownership of at least fifteen per cent. (15%), (A) except in the case of clauses
(i)-(iii), the Company shall refrain from and cause each of the other Group Companies to refrain from and (B) each of the Glazer
Parties and Trawlers Parties shall, and shall procure that the respective directors appointed by them (subject to any fiduciary obligations
under Applicable Law) cause the Company and each of the other Group Companies to refrain from, taking any of the actions listed below
directly or indirectly (whether by merger, operation of law or otherwise), or entering into any binding agreement, arrangement or understanding,
to do any of the actions listed below, without the approval of such Minority Holder (acting in accordance with Section 10.7(c)):
(i) any
amendment to the memorandum or articles of association of any Group Company, save for amendments (a) reflecting changes in Applicable
Law, (b) in connection with a Full Sale, (c) following the date that is the third (3rd) anniversary of the Closing
Date, facilitating the issuance of any equity security of the Company with preference over any Company Ordinary Share in respect of liquidation,
sale or merger preferences, redemption or dividend rights only, and which may be subject to customary negative control rights or class
voting rights, provided, in each case, that such rights do not (A) prevent or interfere in any way with (x) the Majority
Holder’s compliance with its obligations or (y) the Minority Holder’s rights, in each case as set out in this Agreement,
or (B) include voting powers that permit such securities to vote with the holders of Company Ordinary Shares in a manner superior
to that of the Class A Ordinary Shares (“Preference Shares”) and (d) amendments which do not disproportionately
prejudice a Minority Holder in their capacity as a holder of Company Ordinary Shares (whether consisting of Class A Ordinary Shares
or Class B Ordinary Shares) relative to the Majority Holder or, where there is no Majority Holder, the Minority Holder(s) (including
in respect of the rights of the Class A Ordinary Shares relative to the Class B Ordinary Shares);
(ii) any
resolution for the winding up of the Company;
(iii) any
filing of a petition for winding up by the Company, and any application for an administration order or for the appointment of a receiver
or administrator;
(iv) any
change to the jurisdiction of incorporation of the Company that would have an adverse impact on a Minority Holder that is not immaterial;
(v) any
change to the tax residence of the Company that would have an adverse impact on a Minority Holder that is not immaterial;
(vi) any
decision to discontinue the business of the Company as a professional football club;
(vii) any
issuance of shares or securities by the Group Companies other than: (1) an issue of (x) Class A Ordinary Shares or (y) following
the date that is the third (3rd) anniversary of the Closing Date, Preference Shares; provided, in each case, that such
shares are issued on a pre-emptive basis pro rata as between the Shareholders (or with an equivalent catch-up right exercisable within
thirty (30) calendar days of such issuance, where the Company Board, acting in good faith, considers such issuance to be required to be
made on an expedited basis, it being understood that until the end of such period any shares or securities issued shall not be considered
issued or outstanding for any purpose hereunder or for the issuance of any dividend or other distribution or return of capital or value);
(2) a Permitted Issuance; (3) the issuance by the Company of up to $300 million of Class A Ordinary Shares within six (6) months
of the Closing Date, whether through one or a series of transactions, for a subscription price of no less than $33.00 per Class A
Ordinary Share; or (4) issuances pursuant to the Transaction Agreement;
(viii) prior
to the date that is the third (3rd) anniversary of the Closing Date, the payment, making or declaration of any dividend or
other distribution or return of capital or value in respect of the Class B Ordinary Shares;
(ix) the
payment, making or declaration of any dividend or other distribution or return of capital or value by the Company in respect of the Company’s
profits, assets or reserves, on any basis other than pro rata to the number of Company Ordinary Shares (it being understood that for so
long as Section 4.1(a)(viii) is in effect, it shall not be a breach of this Section 4.1(a)(ix) to make
payments in respect of the Class A Ordinary Shares only);
(x) other
than (1) the exercise of pre-emptive rights as contemplated by Section 4.1(a)(vii), (2) in connection with a Change
of Control Transaction, (3) in connection with the enforcement of this Agreement, the Transaction Agreement or any other agreement
contemplated hereby or thereby or (4) seeking indemnification or insurance as a director, officer or employee of the Company, entry
into of any material related party transaction between the Company or any of the other Group Companies, on the one hand, and the Majority
Holder (if any), on the other hand, other than on arm’s length terms (by reference to terms that could reasonably be expected for
an equivalent transaction with a Third Party) and provided such details of such arm’s length terms (to the extent requested by a
Minority Holder) are first disclosed in writing to a Minority Holder;
(xi) prior
to the date that is the third (3rd) anniversary of the Closing Date, excluding, for the avoidance of doubt, (a) any trading
of Playing Staff or Players, (b) transactions between wholly-owned members of the Group Companies or (c) in connection with
a Change of Control Transaction, any (1) sale, transfer or disposal (howsoever structured) of an operating business of the Group
Companies or (2) purchase or acquisition (howsoever structured) of an operating business, in each case (x) whether by a single
transaction or series of connected transactions and (y) where such sale, transfer, disposal, purchase or acquisition (as relevant)
is for a gross price (in the case of any asset) or enterprise value (in the case of any business or undertaking) in excess of $250 million;
provided, however, that, for the avoidance of doubt, this Section 4.1(a)(xi) shall not apply to any transaction
that is subject to Section 4.1(a)(xii);
(xii) prior
to the date that is the third (3rd) anniversary of the Closing Date, except in respect of transactions solely among members
of the Group Companies, any transaction that has the effect of both (x) fundamentally changing the manner in which the Company’s
revenue streams operate and (y) transferring the economic benefit of, or control over, any material Company IP or material revenue
streams of the Company (it being understood, for the avoidance of doubt, that this clause (xii) would not require the approval of
a Minority Holder for a Full Sale or ordinary course transactions, such as license agreements, sponsorship agreements and media rights
agreements entered into in the ordinary course);
(xiii) prior
to the date that is the third (3rd) anniversary of the Closing Date, any purchase or acquisition (howsoever structured) of
any other professional football team by the Group Companies, whether by a single transaction or series of connected transactions;
(xiv) any
de-listing of the Company’s shares, save (1) as required by Applicable Law, (2) where such de-listing forms part of a
transaction otherwise permitted or contemplated by this Agreement or (3) any Full Sale; and
(xv) prior
to the date that is the first (1st) anniversary of the Closing Date, the entry into any definitive agreement for, or the consummation
of, any Full Sale.
4.2 Manner
of Approval. Approval under Section 4.1 may be given in writing by either (a) a director appointed by the applicable
Minority Holder or (b) where the Trawlers Party is a Minority Holder, the Trawlers Parties’ Representative and, where the Glazer
Party is a Minority Holder, the Glazer Parties’ Majority.
4.3 Permitted
Issuance. Any Permitted Issuance in which the Minority Holder is not given the opportunity to participate pro rata shall be disregarded
for the purpose of the shareholding thresholds set out in Article III and Article IV.
Article V
TRANSFERABILITY OF CLASS B ORDINARY SHARES
5.1 Transfers
by the Glazer Parties.
(a) Each
Glazer Party holding Class B Ordinary Shares from time to time agrees that they shall be permitted to Transfer any such Class B
Ordinary Shares without the prior written consent of the Trawlers Parties’ Representative, only if:
(i) upon
completion of such Transfer, such Class B Ordinary Shares are automatically converted to Class A Ordinary Shares pursuant to
the Amended Articles (or any amended articles of association of the Company in force as at the relevant date), provided, that no
such Transfer shall be completed before the date that is one-hundred and twenty (120) days following the Closing Date, if the consummation
of such Transfer would result in the Trawlers Parties acquiring or increasing control over the Club for the purposes of Part XII
of FSMA;
(ii) such
Transfer forms part of a Full Sale;
(iii) such
Transfer occurs on a date that is later than the first (1st) anniversary of the Closing Date, is not to a Prohibited Person
and, if Article VI applies to such Transfer, complies with Article VI;
(iv) such
Transfer is to a Trawlers Party made in accordance with the amended articles of association of the Company in force as at the relevant
date (including a Transfer made to a Trawlers Party (or its designee) in accordance with the process provided for pursuant to Article VI);
or
(v) such
Transfer is made to any (x) holder of Class B Ordinary Shares as of immediately prior to the date on which the Amended Articles
were adopted, (y) lineal descendant of Malcolm I. Glazer, or (z) of the following with respect to the Persons set forth in clauses
(x) and (y) (any such Person a “Permitted Glazer Holder”): (1) a trust for the benefit of one or more
such Permitted Glazer Holder or Persons other than a Permitted Glazer Holder so long as one or more such Permitted Glazer Holders have
sole dispositive power and exclusive Voting Control with respect to the Class B Ordinary Shares held by such trust; (2) an Individual
Retirement Account, as defined in Section 408(a) of the United States Internal Revenue Code of 1986, as amended, or a pension,
profit sharing, stock bonus or other type of plan or trust of which one or more such Permitted Glazer Holders is a participant or beneficiary
and which satisfies the requirements for qualification under Section 401 of the United States Internal Revenue Code of 1986, as amended;
provided, however, that in each case one or more Permitted Glazer Holders have sole dispositive power and exclusive
Voting Control with respect to the Company Ordinary Shares held in such account, plan or trust; or (3) a corporation, partnership,
limited partnership, limited liability company or other entity in which one or more such Permitted Glazer Holders directly, or indirectly
through one or more Permitted Glazer Holders, owns shares, partnership interests, limited partnership interests, limited liability company
interests or other interests, respectively, with sufficient Voting Control in such entity, or otherwise have legally enforceable rights,
such that one or more Permitted Glazer Holders retain sole dispositive power and exclusive Voting Control with respect to the Class B
Ordinary Shares held by such entity (the Persons described in the foregoing clauses (1), (2) and (3), each a “Glazer Party
Permitted Transferee” who upon an effective Transfer shall become Glazer Parties for all purposes under this Agreement); provided,
however, that (A) such Glazer Party Permitted Transferee first executes a joinder to this Agreement agreeing to be bound by
the terms and conditions applicable to a Glazer Party (and, if any such Glazer Party Permitted Transferee is a governmental entity incorporated
outside the United States, at the request of the Company, an agreement (in a form and substance acceptable to the Company) whereby such
Glazer Party Permitted Transferee (on behalf of itself, its subsidiaries, its process agents and its properties and revenues) irrevocably
agrees (x) to waive and not assert any right of immunity arising from any Proceeding related to this Agreement to the fullest extent
under Applicable Law and (y) to consent generally in respect of the enforcement of any judgment, award or decision against it or
its subsidiaries in any such Proceeding and to the giving of any relief or the issue of any process in any jurisdiction in connection
with such Proceeding); and (B) if such Glazer Party Permitted Transferee, for whatever reason, ceases to be a Glazer Party Permitted
Transferee of the original Glazer Party then it shall, within five (5) Business Days of ceasing to be the same, transfer the Class B
Ordinary Shares that the original Glazer Party Transferred to it (in reliance on this Section 5.1(a)(v)) back to the original
Glazer Party or to another Glazer Party Permitted Transferee (and such Class B Ordinary Shares shall be deemed to be owned by the
original Glazer Party for all purposes of this Agreement).
5.2 Transfers
by Trawlers Parties.
(a) Each
Trawlers Party agrees that they shall be permitted to Transfer any Company Ordinary Shares without the prior written consent of the Glazer
Parties’ Majority, only if:
(i) the
earlier of (x) the day on which the Trawlers Parties become the Majority Holder and (y) in respect of Class A Ordinary
Shares, such Transfer is completed on a date that is later than the date that is the third (3rd) anniversary of the Closing
Date and is not to a Prohibited Person;
(ii) the
earlier of (x) the day on which the Trawlers Parties become the Majority Holder and (y) in respect of Class B Ordinary
Shares, such Transfer is completed on a date that is later than the date that is the third (3rd) anniversary of the Closing
Date, is not to a Prohibited Person and, if Article VI applies to such Transfer, complies with Article VI;
(iii) such
Transfer is to a Glazer Party made in accordance with the amended articles of association of the Company in force as at the relevant date
(including a Transfer made to a Glazer Party (or its designee) in accordance with the process provided for pursuant to Article VI);
or
(iv) such
Transfer is made to any (A) lineal descendant or any immediate family member of the Investor or any of the Trawlers Parties (“immediate
family” with respect to the Trawlers Parties shall mean any relationship by blood, current or former marriage, domestic partnership
(including, for the avoidance of doubt, a cohabiting partner) or adoption, not more remote than first cousin), or (B) the Investor,
any Trawlers Parties or any of the following with respect to the Persons set forth in clause (A) (any such Person a “Permitted
Trawlers Holder”): (1) a trust, foundation, association, partnership or other body (whether or not it has separate legal
personality or corporate identity) that is solely for the benefit of Investor and/or the immediate family of a Permitted Trawlers Holder,
except that such trust, foundation, association, partnership or other body may also make charitable donations or distributions (excluding,
in either case, economic or voting interest in Class B Ordinary Shares) that are consistent with a Permitted Trawlers Holder and/or
the immediate family of the Permitted Trawlers Holder’s bona fide estate planning purposes; (2) an Individual Retirement Account,
as defined in Section 408(a) of the United States Internal Revenue Code of 1986, as amended, or a pension, profit sharing, stock
bonus or other type of plan or trust of which one or more such Permitted Trawlers Holders is a participant or beneficiary and which satisfies
the requirements for qualification under Section 401 of the United States Internal Revenue Code of 1986, as amended; provided,
however, that in each case one or more Permitted Trawlers Holders have sole dispositive power and exclusive Voting Control with
respect to the Company Ordinary Shares held in such account, plan or trust; or (3) a corporation, partnership, limited partnership,
limited liability company or other entity in which one or more such Permitted Trawlers Holders directly, or indirectly through one or
more Permitted Trawlers Holders, owns shares, partnership interests, limited partnership interests, limited liability company interests
or other interests, respectively, with sufficient Voting Control in such entity, or otherwise have legally enforceable rights, such that
one or more Permitted Transferees of a Trawlers Holder retain sole dispositive power and exclusive Voting Control with respect to the
Company Ordinary Shares held by such entity (the Persons described in the foregoing clauses (1), (2) and (3), each a “Trawlers
Permitted Transferee” who upon an effective Transfer shall become Trawlers Parties for all purposes under this Agreement); provided,
however, that (A) such Trawlers Permitted Transferee first executes a joinder to this Agreement agreeing to be bound by the
terms and conditions applicable to a Trawlers Party (and, if any such Trawlers Permitted Transferee is a governmental entity incorporated
outside the United States, at the request of the Company, an agreement (in a form and substance acceptable to the Company) whereby such
Trawlers Permitted Transferee (on behalf of itself, its subsidiaries, its process agents and its properties and revenues) irrevocably
agrees (x) to waive and not assert any right of immunity arising from any Proceeding related to this Agreement to the fullest extent
under Applicable Law and (y) to consent generally in respect of the enforcement of any judgment, award or decision against it or
its subsidiaries in any such Proceeding and to the giving of any relief or the issue of any process in any jurisdiction in connection
with such Proceeding); and (B) if such Trawlers Permitted Transferee, for whatever reason, ceases to be a Trawlers Permitted Transferee
of the original Trawlers Party then it shall, within five (5) Business Days of ceasing to be the same, transfer the Company Ordinary
Shares that the original Trawlers Party Transferred to it (in reliance on this Section 5.2(a)(iii)) back to the original Trawlers
Party or to another Trawlers Permitted Transferee (and such Company Ordinary Shares shall be deemed to be owned by the original Trawlers
Party for all purposes of this Agreement).
Article VI
RIGHT OF FIRST OFFER
6.1 Transfer
Notice. Prior to a Voting Power Change, and except for Transfers made pursuant to Section 5.1(a)(i), Section 5.1(a)(ii),
Section 5.1(a)(iv), Section 5.1(a)(v), Section 5.2(a)(i) and Section 5.2(a)(iv),
prior to making, or agreeing to make any Transfer of Class B Ordinary Shares (or marketing such Transfer), the Shareholder (or Shareholders)
seeking to make such a Transfer (the “ROFO Seller”) must provide a written notice (a “Transfer Notice”)
to the ROFO Purchaser, which shall state the specified number of Class B Ordinary Shares proposed to be Transferred (the “Offered
Shares”); provided, however, that the aggregate number of Offered Shares shall not be less than 3.5 million Class B
Ordinary Shares. No more than three (3) Transfer Notices shall be delivered to any ROFO Purchaser during any one-hundred and eighty
(180) day period.
6.2 ROFO
Notice. For a period of fifteen (15) days after the receipt of the Transfer Notice (the “ROFO Period”), the ROFO
Purchaser shall have the right to provide the ROFO Seller with written notice that it (a) wishes to acquire all (but not some only)
of the Offered Shares at a price per share (per Class B Ordinary Share) specified by the ROFO Purchaser in such notice (the “ROFO
Notice”) or (b) does not wish to acquire the Offered Shares (the “ROFO Waiver”).
6.3 ROFO
Acceptance. For a period of fifteen (15) days after the receipt of a ROFO Notice (the “ROFO Acceptance Period”),
the ROFO Seller shall have the right to provide the ROFO Purchaser with written notice that it (a) agrees to the terms of the ROFO
Notice (the “ROFO Acceptance”) or (b) rejects the terms of the ROFO Notice (the “ROFO Rejection”).
6.4 ROFO
Transaction Agreement. Within thirty (30) days of receipt of a ROFO Acceptance, the ROFO Seller and the ROFO Purchaser or its designee
(which shall be a Glazer Party or Trawlers Party, as applicable) (“ROFO Designees”) shall (a) execute a definitive
agreement (the “ROFO Transaction Agreement”) containing (i) customary terms for such a transaction, (ii) an
obligation on the ROFO Purchaser and the ROFO Designees to close the transaction by the applicable ROFO Closing Date (and a right for
the ROFO Seller to terminate if the closing does not occur by such date, subject to customary exceptions relating to defaults by the ROFO
Seller) and (iii) a customary provision providing for the payment of liquidated damages in an amount equal to ten per cent. (10%)
of the purchase price under the ROFO Notice if the ROFO Purchaser fails to close by the applicable ROFO Closing Date and (b) provide
a customary binding equity commitment letter or debt commitment letter from a credit-worthy entity (it being understood that creditworthiness
will be determined relative to the size of the acquisitions) and a limited guarantee, in each case, in a form and substance reasonably
acceptable to the ROFO Seller and for an amount sufficient to pay all amounts contemplated by the proposed transaction (including any
liquidated damages). The ROFO Seller, ROFO Purchaser and the ROFO Designees shall execute such additional documents as are otherwise necessary
or appropriate.
6.5 ROFO
Rejection. Unless the ROFO Seller provides a ROFO Acceptance (or the ROFO Seller and the ROFO Purchaser otherwise agree) and the ROFO
Purchaser enters into the ROFO Transaction Agreement within thirty (30) days of receipt of the ROFO Acceptance, the ROFO Seller may, subject
to the following conditions, sell the Offered Shares to a bona fide purchaser at a per share price not less than the price offered in
the ROFO Notice (and if no ROFO Notice is provided, zero):
(a) if
such transaction would result in a Change of Control, such sale is of all (but not some only) of the Offered Shares in one (1) transaction
to a single purchaser or a bona fide consortium, which may be a bona fide consortium of any number of investors and investment vehicles,
so long as such investors or investment vehicles are acting in concert;
(b) if
such sale would not result in a Change of Control, such sale (i) is of at least ninety per cent. (90%) of the Offered Shares and
(ii) if it is to be made to more than one purchaser, then the minimum number of Offered Shares in the offer to each purchaser shall
be equal to or greater than (A) if the total size of the offering is equal to or greater than 6.6 million Offered Shares, 6.6 million
Offered Shares or (B) if the total size of the offering is less than 6.6 million Offered Shares, 1.5 million Offered Shares (the
amount to be acquired by each purchaser, a “ROFO Tranche”). Before entering into a definitive agreement in respect
of such a Transfer that would not result in a Change of Control and (x) which constitutes less than ninety per cent. (90%) of the
Offered Shares or (y) is made to more than one purchaser (a “ROFO Rejection Transfer”), the ROFO Seller shall
first provide the material economic terms of such ROFO Rejection Transfer in respect of each ROFO Tranche (a “Last Look Notice”)
to the ROFO Purchaser. For a period of ten (10) Business Days after the receipt of the Last Look Notice (the “Last Look
Period”), the ROFO Purchaser shall have the right to provide the ROFO Seller with written notice that it wishes to acquire all
(but not some only) of any ROFO Tranche at a price per share (per Class B Ordinary Share) specified in the Last Look Notice (a “Last
Look Acceptance”). If the ROFO Purchaser provides a Last Look Acceptance, then Section 6.4 shall apply with respect
to the transaction contemplated by the Last Look Acceptance mutatis mutandis. If a Last Look Acceptance in respect of any ROFO
Tranche is not provided within the Last Look Period, the ROFO Seller may enter into the ROFO Rejection Transfer in respect of any such
ROFO Tranche; and
(c) in
all cases, definitive documentation in respect of any such sale shall be entered into on a date (the “Contract Date”)
within one-hundred and eighty (180) days after the latest to occur of (i) the receipt of the ROFO Waiver, (ii) the expiration
of the ROFO Period (or Last Look Period, if applicable) without a ROFO Notice (or Last Look Acceptance, if applicable) being provided
and (iii) the termination of the ROFO Acceptance Period (or Last Look Period, if applicable) (such period, the “Contract
Period”).
If such sale is not consummated within one-hundred
and twenty (120) days (plus such number of additional days (if any) necessary to obtain any consents or approvals or allow the expiration
or termination of all waiting periods under Applicable Law (including any Football Governing Body Rules and Regulations)) after the
Contract Date for any reason, then the restrictions provided for herein shall again become effective in respect of the Offered Shares,
and no Transfer of such Offered Shares may be made thereafter by the ROFO Seller without again offering the same to the ROFO Purchasers
in accordance with this Article VI.
6.6 Furthermore,
(i) the Trawlers Parties shall not be required to provide a Transfer Notice or otherwise comply with this Article VI
from and after the date on which the Glazer Parties first no longer hold more than fifty per cent. (50%) of the Voting Power of the Company,
in the aggregate and (ii) the Glazer Parties shall not be required to provide a Transfer Notice or otherwise comply with this Article VI
from and after the date on which the Trawlers Parties first no longer has Company Percentage Ownership of at least fifteen per cent. (15%),
in the aggregate.
Article VII
DRAG ALONG AND TAG ALONG
7.1 Drag
Along.
(a) For
so long as the Glazer Parties are the Majority Holder, following the date that is eighteen (18) months after the Closing Date and in connection
with any Full Sale that complies with Section 7.1(b), the Company Board may require the Trawlers Party to sell all of their
Company Ordinary Shares and take such other actions as are reasonably necessary to effect the Full Sale, including (i) waiving any
appraisal or dissenters' rights, (ii) voting its Company Ordinary Shares to (x) approve such Full Sale or (y) adopt the
definitive agreement with respect to such Full Sale and (iii) tendering its shares into a tender offer in respect of such Full Sale
(a “Dragged Trawlers” and such transaction, a “Drag Sale”).
(b) The
Company Board shall be permitted to require the Dragged Trawlers to take the actions contemplated by Section 7.1(a), only
if: (i) the Glazer Parties representing the Glazer Parties Majority have committed to or agreed to vote or tender their respective
Company Ordinary Shares in favor of the Full Sale (evidence of such agreement to be provided to the Dragged Trawlers in writing promptly
following execution thereof and it being understood that such an agreement may include a “fallaway” if the Company Board changes
its recommendation in respect of such a transaction); (ii) the Company Board votes in favor of the Full Sale and does not effect
a change of recommendation with respect to such Full Sale prior to the applicable shareholder meeting convened to approve, or (if applicable)
the closing of the tender offer for, such Full Sale; (iii) the Glazer Parties have provided written notice of such proposed Full
Sale to the Trawlers Parties, which notice shall include all of the material terms and conditions of such proposed Full Sale, to require
the Trawlers Parties to take the actions contemplated by Section 7.1(a) (as applicable); (iv) in connection with
such Full Sale the Trawlers Parties receive (directly from the purchaser in such Full Sale or otherwise) (1) consideration solely
comprised of cash (without any holdback, escrow or other deduction) and (2) no less than the highest amount of consideration (on
a per security basis, looked at per class of security) that is being paid to the holder of such class of security (taking into account
any payments made directly or indirectly to any party in connection with such Full Sale); provided, if a definitive agreement is
entered into with respect to such Full Sale (or such Full Sale is otherwise consummated) prior to the third (3rd) anniversary
of the Closing Date, then without limitation to the foregoing requirement, such consideration received by the Trawlers Parties (directly
from the purchaser in such Full Sale or otherwise) will (X) be no less than $33.00 per Company Ordinary Share and (Y) consist
solely of cash (unless the Trawlers Parties otherwise elect to receive the transaction consideration prior to the entry into the definitive
agreement for such Drag Sale by the Company); and (v) such Full Sale complies with this Agreement; provided, further, that
the obligations of the Trawlers Parties in connection with the Drag Sale shall be no more onerous than the obligations of the Glazer Parties
(the “Drag Terms of Purchase”). Notwithstanding the foregoing, it is understood and agreed that in any such Drag Sale
(or in any series of transactions related to such Drag Sale) the Glazer Parties may be given the opportunity to rollover, and may accept
and effect a rollover of, a portion of their Company Ordinary Shares representing not more than fifty percent (50%) of the Company Ordinary
Shares held by the Glazer Parties immediately prior to such Drag Sale, which rollover opportunity need not be offered to any of the Trawlers
Parties.
(c) Each
of the Dragged Trawlers shall cooperate in, and shall take all actions that the Company, acting reasonably, deems necessary to consummate
the Drag Sale, including, (i) voting their respective Company Ordinary Shares in favor of the Drag Sale, (ii) voting their respective
Company Ordinary Shares in opposition to any and all other proposals that could oppose, prevent, delay, or impair the Company’s
ability to close the Drag Sale, (iii) subjecting any such Company Ordinary Shares to any arrangement or agreement with respect to
voting any such Company Ordinary Shares in respect of such Drag Sale, and (iv) subject to the Drag Terms of Purchase, entering into
an agreement(s) with the Company and/or the proposed transferee in connection with the Drag Sale as may be reasonably requested by
the Company. Without limiting the generality of the foregoing, each Dragged Trawlers hereby waives any dissenter’s rights, appraisal
rights or similar rights in connection with such transaction contemplated by this Section 7.1 and agrees to execute any agreement
evidencing the same in connection with a Drag Sale.
(d) Notwithstanding
anything to the contrary in this Agreement, any Full Sale that is consummated (or a definitive agreement in respect of such Full Sale
is entered into) prior to the date that is the third (3rd) anniversary of the Closing Date (i) shall provide for the Trawlers
Parties to receive consideration (directly or indirectly) of no less than $33.00 in cash per Company Ordinary Share and (ii) may
result in the Glazer Parties rolling over a portion of their Company Ordinary Shares representing not more than fifty percent (50%) of
the Company Ordinary Shares held by the Glazer Parties immediately prior to such Full Sale in connection with such Full Sale (or in any
of series of transactions related to such Full Sale).
(e) Notwithstanding
anything to the contrary in this Agreement, without the prior written consent of the Trawlers Parties, the Glazer Parties shall not (and
shall cause their respective Representatives not to) directly or indirectly, initiate, solicit, encourage, facilitate, participate in,
enter into, approve, consummate or otherwise support any Full Sale prior to the date that is twelve (12) months after the Closing Date,
and any attempt to effect a Full Sale in violation of this Section 7.1(e) shall be null and void ab initio.
7.2 Tag
Along.
(a) If
the Glazer Parties or the Company receives a bona fide offer (a “Tag Offer”) from any Person (other than any Trawlers
Party or any of their Affiliates) that would result in a Change of Control, then, prior to completing such Transfer, the Glazer Parties
shall first deliver a written notice (a “Tag Along Notice”) of such proposed sale to the Trawlers Parties on or prior
to the date that is five (5) Business days following the execution of the definitive agreements relating to such transaction, setting
forth: (1) (A) the total number of Company Ordinary Shares proposed to be transferred by the Glazer Parties pursuant to such
transactions, (B) the consideration being offered for such Company Ordinary Shares (on a per security basis, looked at per class
of security) and (C) the other terms and conditions of such Transfers; and (2) a unilateral offer to each of the Trawlers Parties
to elect (each such Person, a “Tagging Seller”) to include in such sale all of the Company Ordinary Shares held by
a Tagging Seller (the “Tagging Seller’s Company Ordinary Shares”) (A) at the highest amount of consideration
(on a per security basis, looked at per class of security) that is being paid to the holder of such class of security and (B) on
terms that are collectively no worse than those to be offered to the Glazer Parties (the “Tag Terms of Purchase”, and
together with the Drag Terms of Purchase, the “Terms of Purchase”). Any material change to the terms and conditions
of any proposed sale shall require another Tag Along Notice.
(b) Upon
delivery of a Tag Along Notice, each Tagging Seller may elect to sell all of the Tagging Seller’s Company Ordinary Shares in such
sale in accordance with the Tag Terms of Purchase by delivering a written notice (a “Tag Along Participation Notice”)
to the Glazer Parties’ Majority within fifteen (15) Business Days of the date of delivery of such Tag Along Notice, indicating the
number of Tagging Seller’s Company Ordinary Shares held by such Tagging Seller. Each Tagging Seller shall be deemed to have waived
its right to participate in such sale if it fails to provide a Tag Along Participation Notice within the prescribed time period. Upon
delivery of a Tag Along Participation Notice, the Tagging Sellers that have delivered such Tag Along Participation Notice shall be entitled
and obligated to sell to such proposed acquiror on the Tag Terms of Purchase, concurrently with the relevant Glazer Parties (or members
of the Glazer Parties), the number of Tagging Seller’s Company Ordinary Shares set forth in the Tag Along Participation Notice so
long as such sale occurs within ninety (90) days (plus such number of additional days (if any) necessary to obtain any consents or
approvals or allow the expiration or termination of all waiting periods under Applicable Law (including any Football Governing Body Rules and
Regulations)). If such sale is not consummated within such period, then the Tagging Seller shall not be so obligated.
7.3 Reasonable
Assistance.
(a) To
the extent that the Company exercises the drag along right under Section 7.1, or any Trawlers Party exercises its tag along
right under Section 7.2, then, upon the completion of the applicable transaction:
(i) the
Trawlers Parties shall, if applicable, deliver a certificate or certificates representing the relevant Company Ordinary Shares (or a duly
executed indemnity in lieu thereof), together with such transfer instruments and any other documents as are reasonably necessary in order
to effect the transfer of such Company Ordinary Shares to the applicable acquirer; and
(ii) the
applicable acquirer shall pay to the applicable Trawlers Party (and/or its relevant Affiliates) the purchase price determined in accordance
with the Terms of Purchase to the bank account which the Trawlers Parties’ Representative hereby undertake to notify to the Glazer
Parties’ Majority for such purpose.
(b) Notwithstanding
anything to the contrary herein, no Trawlers Party shall be required to (i) enter into any agreements regarding non-competition,
exclusivity, non-solicit, no hire or other restrictive covenants or (ii) undertake any indemnification obligations and liabilities
(including through escrow or hold back arrangements) for breaches of representations and warranties regarding its equity interests (except
for in respect of breaches of fundamental representations and warranties up to, and not exceeding, the consideration payable to the Trawlers
Party in such transaction), in each case, in connection with the drag along right under Section 7.1 or the tag along right
under Section 7.2.
Article VIII
CONFLICT WITH ARTICLES OF ASSOCIATION AND EXERCISE OF RIGHTS
8.1 In
the event of any ambiguity or discrepancy between the provisions of this Agreement and the Organizational Documents of the Company from
time to time, the provisions of this Agreement shall prevail as between the Glazer Parties and the Trawlers Parties, but not so as to
amend the Organizational Documents, for so long as the provisions of this Agreement remain in force. Each of the Glazer Parties and Trawlers
Parties shall, and shall procure that the respective directors appointed by them shall (subject to any fiduciary obligations under Applicable
Law), exercise all voting and other rights and powers available to them so as to give effect to the provisions of this Agreement and,
if required by either the Glazer Parties or Trawlers Parties, each Shareholder shall procure that the Organizational Documents are amended
so as to accord with and given effect to the provisions of this Agreement.
8.2 Notwithstanding
anything to the contrary contained in this Agreement, neither the Company nor any Shareholders will have any liability in connection with
a breach of Section 2.1 of this Agreement (including under tort law or otherwise).
Article IX
MINORITY PROTECTIONS FOLLOWING A CHANGE OF CONTROL
In
the event any Person other than a Shareholder would acquire, directly or indirectly, more than fifty per cent. (50%) of the Voting
Power of the Company (a “Voting Power Change”) and following such acquisition, one or more Shareholders would continue
to have rights under this Agreement, such Person shall, prior to the effectiveness of such acquisition, enter into an agreement with the
applicable Shareholder and the Company that provides for all such rights, protections and benefits to apply following such acquisition
(other than the rights and protections set forth in Article VI which shall automatically terminate and be of no further force
or effect upon a Voting Power Change). The Minority Holder(s) shall coordinate with such Person to effect the intent of this Article IX.
Article X
MISCELLANEOUS
10.1 Notices.
All notices and other communications among the parties hereto shall be in writing and shall be deemed
to have been duly given (a) when delivered in person, (b) when delivered after posting in the U.S. mail having been sent registered
or certified mail return receipt requested, postage prepaid, (c) when delivered by nationally recognized overnight delivery service,
or (d) when delivered by email (provided, however, that the sender does not receive any “bounce back” or
other notification of error in transmission), addressed as follows:
If to any Trawlers Party,
to:
#####
#####
#####
#####
Attention: Legal
Email:
#####
with a copy to (which shall
not constitute notice):
Slaughter and May
1 Bunhill Row
London EC1Y 8YY
United Kingdom
Attention: Hywel Davies and Andrew Jolly
Email:
##### and #####
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Attention: Krishna Veeraraghavan and Benjamin Goodchild
Email:
##### and #####
if to the Company, to:
MANCHESTER UNITED plc
Sir Matt Busby Way, Old Trafford Manchester,
England, M16 0RA
Attention: Patrick Stewart
Email:
#####
with a copy to (which shall
not constitute notice):
Latham &
Watkins LLP
1271 Avenue of the
Americas
New York, NY 10020
Attention: Justin
G. Hamill, Robert M. Katz and Ian Nussbaum
Email:
#####, ##### and #####
and
Woods Oviatt Gilman LLP
1900 Bausch and Lomb PI, Rochseter, NY 14604
Attention: Mitchell S. Nusbaum
Email:
#####
if to a Glazer Party, to the
address set out opposite their name in Schedule A
or
to such other address, or email address for a party as shall be specified in a notice given in accordance with this Section 10.1;
provided, however, that any notice received by email or otherwise at the addressee’s location on any Business Day
after 5:00 P.M. (addressee’s local time) or on any day that is not a Business Day shall be deemed to have been received at
9:00 A.M. (addressee’s local time) on the next Business Day; provided, further, that notice of any change to
the address or any of the other details specified in or pursuant to this Section 10.1 shall not be deemed to have been received
until, and shall be deemed to have been received upon, the later of the date specified in such notice or the date that is five (5) Business
Days after such notice would otherwise be deemed to have been received pursuant to this Section 10.1.
10.2 Specific
Performance. Save for in respect of Section 2.1, the Parties acknowledge and agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise
breached. Each Party agrees that, in the event of any breach or threatened breach by any other Party of any covenant or obligation contained
in this Agreement other than those set out in Section 2.1, the non-breaching Party shall be entitled (in addition to any other
remedy that may be available to it whether in Applicable Law, equity or otherwise, including monetary damages) to (i) an injunction,
temporary restraining order, or other order of specific performance to enforce the observance and performance of such covenant or obligation
and (ii) an injunction restraining such breach or threatened breach. Each Party further agrees that no other Party or any other Person
shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy
referred to in this Section 10.2, and each Party irrevocably waives any right it may have to require the obtaining, furnishing
or posting of any such bond or similar instrument. The Parties acknowledge and agree that the right of specific performance contemplated
by this Section 10.2 is an integral part of the Agreement, and without that right, none of the Parties would have entered
into this Agreement.
10.3 Interpretation
and Rules of Construction. Section 1.02 of the Transaction Agreement shall apply to, and govern, this Agreement, mutatis
mutandis.
10.4 Confidentiality.
Section 7.04 of the Transaction Agreement shall apply to, and govern, this Agreement, mutatis mutandis, and this Section 10.4,
together with the Confidentiality Agreement, shall survive any termination of this Agreement.
10.5 Severability.
If any term or other provision of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, illegal
or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner to the end that the transactions contemplated by this Agreement are consummated as originally
contemplated to the fullest extent possible.
10.6 Result
of Non-Permitted Transfers. Any Transfer in violation of this Agreement shall be null and void ab initio.
10.7 Representatives.
(a) Each
Glazer Party agrees that: (i) any consents or approvals required from or to be given by any Glazer Party under or pursuant to this
Agreement may be given by Glazer Parties’ Majority; and (ii) each of the other Parties shall be entitled conclusively and absolutely
to rely, without enquiry, on any acts or statements of Glazer Parties’ Majority made or purported to be made on behalf of all or
any of the other Glazer Parties under this Agreement as being acts or statements of such Glazer Parties.
(b) Each
Trawlers Party agrees that: (i) any consents or approvals required from or to be given by any Trawlers Party under or pursuant to
this Agreement (other than the delivery of a Tag Along Participation Notice) may be given by Trawlers Parties’ Representative; and
(ii) each of the other Parties shall be entitled conclusively and absolutely to rely, without enquiry, on any acts or statements
of Trawlers Parties’ Representative made or purported to be made on behalf of all or any of the other Trawlers Parties under this
Agreement as being acts or statements of Trawlers Parties.
(c) Any
action to be taken by the Majority Holder or a Minority Holder may only be exercised through the Glazer Parties’ Majority or the
Trawlers Parties’ Representative (as applicable).
10.8 Termination.
Subject to anything contained in this Agreement to the contrary, this Agreement shall automatically terminate (i) with respect to
the Trawlers Parties, if the Trawlers Parties no longer hold any shares in the Company (ii) with respect to the Glazer Parties, if
the Glazer Parties no longer hold any shares in the Company, and (iii) with respect to all Parties, upon the termination of the Transaction
Agreement in accordance with its terms prior to the Closing. Notwithstanding the foregoing, Article X shall survive the termination
of this Agreement for any reason and shall continue to bind the Parties and their respective successors and assigns. It is understood
and agreed that no provision of this Agreement or right or obligation contained herein shall be effective or enforceable prior to the
consummation of the Closing pursuant to the Transaction Agreement.
10.9 Entire
Agreement. This Agreement, the Transaction Agreement and each of the documents, instruments and agreements delivered in connection
herewith and therewith, including each of the exhibits, constitute the entire agreement of the parties hereto and supersede all prior
agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and,
except as otherwise expressly provided herein, are not intended to confer upon any other Person any rights or remedies hereunder.
10.10 Binding
Effect; Benefit; Assignment.
(a) This
Agreement shall be binding upon, inure solely to the benefit of and be enforceable by each party hereto and their respective permitted
successors and assigns. Nothing in this Agreement, express or implied is intended to or shall confer upon any other Person any right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.
(b) Unless
expressly specified herein, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any
of the parties hereto by operation of law or otherwise without the prior written consent of the other parties. Any purported assignment
in violation of this Section 10.10(b) shall be null and void ab initio.
10.11 Governing
Law. This Agreement (and all claims, disputes, controversies and causes of action or other Proceedings (whether at Law, in contract,
in tort or otherwise) arising out of this Agreement or the actions of Purchaser, Sellers, or the Company in the negotiation, administration,
performance and enforcement thereof (“Relevant Matters”)) shall be governed by, and construed in accordance with, the
Laws of the State of New York, without regard to Laws that may be applicable under conflicts of laws principles that would cause the application
of the Laws of any jurisdiction other than the Laws of the State of New York; provided, however, for the avoidance of doubt,
that matters pertaining to the fiduciary duties of the Company, its directors and officers shall be governed by the Laws of the Cayman
Islands. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES AGREE THAT SERVICE OF PROCESS UPON A PARTY AT THE ADDRESS REFERRED TO IN
SECTION 10.1 (INCLUDING BY PREPAID CERTIFIED MAIL WITH A VALIDATED PROOF OF MAILING RECEIPT), TOGETHER WITH WRITTEN NOTICE OF SUCH
SERVICE TO SUCH PARTY, SHALL BE DEEMED EFFECTIVE SERVICE OF PROCESS UPON SUCH PARTY AND SHALL HAVE THE SAME LEGAL FORCE AND EFFECT AS
IF SERVED UPON SUCH PARTY PERSONALLY WITHIN THE STATE OF DELAWARE.
10.12 Jurisdiction;
Arbitration.
(a) Any
Relevant Matters (except for internal affairs of the Company) shall be finally settled under the Rules of Arbitration of the International
Chamber of Commerce then in effect (the “ICC” and such rules, the “Rules”). The place of arbitration shall be
New York City, New York. The language of the arbitration shall be English. The arbitral tribunal shall be composed of three arbitrators.
One arbitrator shall be nominated by the claimant(s) in the Request for Arbitration. The second arbitrator shall be nominated by
the respondent(s) within twenty (20) days of its receipt of the Request for Arbitration. The third arbitrator, who shall be the presiding
arbitrator, shall be nominated by agreement of the two other arbitrators within ten (10) days from the date of the appointment of
the second arbitrator. Each arbitrator must have at least ten (10) years’ experience in complex commercial matters, including
mergers and acquisitions. If any arbitrator is not nominated within these time periods, or the two party-nominated arbitrators are unable
to agree on a presiding arbitrator, the ICC Court shall appoint such arbitrator as soon as possible. The parties hereto agree that the
preliminary conference shall take place no later than ten (10) days after the constitution of the arbitral tribunal. The parties
hereto agree that any service or written communication (including, the answer, any reply or exchange of information) shall be made in
a manner provided by Section 10.1 of this Agreement, or as otherwise agreed to by the parties in writing, or as directed by the arbitral
tribunal in its discretion. The tribunal may seek to compel the production of evidence from non-parties to the fullest extent permitted
by applicable Law. The arbitration hearing shall be limited to one (1) week, if the tribunal deems such limitation appropriate, and
provided, that the tribunal, where it considers it appropriate in order to provide any party with a full and fair opportunity to be heard,
may require a hearing be held over the course of more than one week, and shall be conducted as soon as reasonably practicable after the
constitution of the tribunal, as determined by the tribunal in its discretion. The tribunal shall issue its final award as promptly as
practicable taking into account the nature of the claims and any other facts or circumstances the tribunal deems relevant, but in no event
later than ninety (90) calendar days after the close of the final evidentiary hearing. The parties agree that the tribunal may extend
any deadline set forth in this Section 10.12 if, in its discretion, more time is needed in light of the nature of the claims and
the relevant facts and circumstances. The tribunal is authorized to award monetary damages and to grant specific performance of this Agreement
and other injunctive relief (which for the avoidance of doubt, shall include specific performance), including interim relief pending the
final award; provided, the tribunal shall have no authority to award punitive or other types of non-contractual damages.
(b) The
award of the arbitral tribunal shall be final and binding upon the parties and non-appealable, and judgment upon any award may be entered
in any court that has jurisdiction thereof. Notwithstanding anything to the contrary set forth herein, any party to an award may apply
to any court of competent jurisdiction for enforcement of such award and, exclusively for purposes of the enforcement of such award.
(c) Nothing
in this Section 10.12 shall prevent a party from seeking any provisional, interim or conservatory measures (including preliminary
injunctive relief) from any court of competent jurisdiction at any time if any such party believes in good faith that it will suffer irreparable
injury before the tribunal has been appointed or before the tribunal has had time to render a final award or the necessary injunctive
relief. The parties agree that any such application may be made in the Court of Chancery of the State of Delaware, and agree to waive
any objection to jurisdiction or venue in Delaware. Any such request by a party to a court for injunctive relief, provisional, interim
or conservatory measures (including preliminary injunctive relief) shall not be deemed incompatible with the agreement to arbitrate in
this Section 10.12, or a waiver of the right to arbitrate. In respect of any such interim relief, service of process, summons,
notice or document to any party’s address and in the manner set forth in Section 10.1 shall be effective service of
process for any such action, and for purposes of this Section 10.12(c) Purchaser hereby agrees to appoint Paul, Weiss,
Rifkind, Wharton & Garrison LLP as its agent and attorney-in-fact for the acceptance of service of process and making an appearance
on its behalf in any claim or Proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction
over Purchaser in the State of Delaware and in the courts of Delaware. Purchaser stipulates that such consent and appointment is irrevocable
and coupled with an interest. To the extent that any Seller does not have a registered agent in the State of Delaware at any time, such
Seller hereby agrees to appoint CT Corporation System as its agent for the acceptance of service of process, and all Sellers hereby appoint
CT Corporation System as their attorneys-in-fact for making appearances on their behalf in any claim or Proceeding and for the taking
of all such acts as may be necessary or appropriate in order to confer jurisdiction over Sellers in the State of Delaware and in the courts
of Delaware. Sellers stipulate that such consent and appointment is irrevocable and coupled with an interest. The parties agree (1) to
the extent a party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State
of Delaware as such party’s agent for acceptance of legal process, and (2) that, to the fullest extent permitted by Applicable
Law, service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United
States Postal Service constituting evidence of valid service, and that service made pursuant to items (1) or (2) above shall,
to the fullest extent permitted by Applicable Law, have the same legal force and effect as if served upon such party personally within
the State of Delaware.
10.13 Waiver
of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED
IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR ANY OTHER RELEVANT MATTER. EACH PARTY UNDERSTANDS THAT ANY
AND ALL DISPUTES WILL BE RESOLVED BY BINDING ARBITRATION PURSUANT TO THIS SECTION 10.08. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT
(I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF ANY PROCEEDING, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS
OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.13.
10.14 Amendments
and Waivers.
(a) Any
provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case
of an amendment, by the Trawlers Parties’ Representative, the Glazer Parties’ Majority and the Company or, in the case of
a waiver, by each party against whom the waiver is to be effective.
(b) No
failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.
10.15 Counterparts;
Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall
have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof
signed by the other parties hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether
by virtue of any other oral or written agreement or other communication). The exchange of a fully executed Agreement (in counterparts
or otherwise) by electronic transmission in PDF format shall be sufficient to bind the parties hereto to the terms and conditions of this
Agreement.
10.16 Expenses.
Except as provided in this Agreement or the Transaction Agreement, all expenses incurred in connection with this Agreement shall be paid
by the Party incurring such expenses.
10.17 Further
Assurances. Each Party agrees, upon the reasonable request of the other Party, to execute and deliver, or cause to be executed and
delivered, such further documents and instruments and take, or cause to be taken, such further actions as are necessary or reasonably
requested to assure and confirm its obligations under this Agreement.
10.18 Capacity
as Shareholder. Each Shareholder signs this Agreement solely in their capacity as a shareholder of the Company, and not in the capacity
as a director, officer or employee of any Group Company or in the Shareholder’s capacity as a trustee or fiduciary of any employee
benefit plan or trust. Notwithstanding anything herein to the contrary, nothing herein shall in any way restrict a director or officer
of the Company in the reasonable exercise of his or her fiduciary duties as a director or officer of the Company or in his or her capacity
as a trustee or fiduciary of any employee benefit plan or trust or prevent or be construed to create any obligation on the part of any
director or officer of the Company or any trustee or fiduciary of any employee benefit plan or trust from taking any action in his or
her capacity as such director, officer, trustee or fiduciary.
10.19 Mutual
Non-Disparagement.
(a) The
Trawlers Parties agree that, from the date of this Agreement until the termination of this Agreement in accordance with Section 10.8
(such period, the “Cooperation Period”), neither the Trawlers Parties nor any of their respective controlled Affiliates
or Representatives shall in any manner, directly or indirectly, make, or cause to be made any public statement or announcement that relates
to or constitutes an ad hominem attack on, criticizes, or otherwise disparages, the Sellers, the Company or their respective Affiliates;
provided, however, that the Trawlers Parties and their respective controlled Affiliates or Representatives shall be permitted
to make statements and/or speak privately with the Company Board and senior members of the Company’s management; provided,
further, that such private discussions would not reasonably be expected to require public disclosure pursuant to Applicable Law
and do not otherwise violate any other provision of this Agreement.
(b) The
Glazer Parties agree that during the Cooperation Period, neither the Glazer Parties nor any of their respective controlled Affiliates
or Representatives shall in any manner, directly or indirectly, make, or cause to be made any public statement or announcement that relates
to or constitutes an ad hominem attack on, criticizes, or otherwise disparages, the Trawlers Parties or their respective Affiliates,
or any of their subsidiaries or any of their or such subsidiaries’ officers, directors, or employees or any person who has served
as an officer, director or employee of the Trawlers Parties or their respective Affiliates; provided, however, that the
Glazer Parties and their respective controlled Affiliates or Representatives shall be permitted to make statements and/or speak privately
with the Company Board and senior members of the Company’s management; provided, further, that such private discussions
would not reasonably be expected to require public disclosure pursuant to Applicable Law and do not otherwise violate any other provision
of this Agreement.
10.20 No
Agreement Until Executed. This Agreement shall not be effective unless and until this Agreement is executed by all Parties.
[Signature Pages Follow]
The Parties are executing this Agreement on the
date set forth in the introductory clause.
|
TRAWLERS LIMITED |
|
|
|
By: |
/s/ Tristan Head |
|
|
Name: |
Tristan Head |
|
|
Title: |
Officer |
[Signature Page to Governance Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
Manchester United plc |
|
|
|
By: |
/s/ Patrick Stewart |
|
|
Name: |
Patrick Stewart |
|
|
Title: |
Chief Executive Officer and General Counsel |
[Signature Page to Governance Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
Kevin Glazer Irrevocable Exempt Family Trust |
|
|
|
By: |
/s/ Kevin E. Glazer |
|
|
Name: |
Kevin E. Glazer |
|
|
Title: |
Trustee |
[Signature Page to Governance Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
KEGT Holdings LLC |
|
|
|
By: Kevin Glazer Irrevocable Exempt Family Trust, its sole member |
|
|
|
By: |
/s/ Kevin E. Glazer |
|
|
Name: |
Kevin E. Glazer |
|
|
Title: |
Trustee |
[Signature Page to Governance Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
Edward S. Glazer Irrevocable Exempt Trust |
|
|
|
By: |
/s/ Edward S. Glazer |
|
|
Name: |
Edward S. Glazer |
|
|
Title: |
Trustee |
[Signature Page to Governance Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
Joel M. Glazer Irrevocable Exempt Trust |
|
|
|
By: |
/s/ Joel M. Glazer |
|
|
Name: |
Joel M. Glazer |
|
|
Title: |
Trustee |
[Signature Page to Governance Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
RECO Holdings LLC |
|
|
|
By: Joel M. Glazer Irrevocable Exempt Trust, G its sole member |
|
|
|
By: |
/s/ Joel M. Glazer |
|
|
Name: |
Joel M. Glazer |
|
|
Title: |
Trustee |
[Signature Page to Governance Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
Bryan G. Glazer Irrevocable Exempt Trust |
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|
|
By: |
/s/ Bryan G. Glazer |
|
|
Name: |
Bryan G. Glazer |
|
|
Title: |
Trustee |
[Signature Page to Governance Agreement]
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
SCG Global Investment Holdings LLC |
|
|
|
By: Bryan G. Glazer Irrevocable Exempt Trust, its sole member |
|
|
|
By: |
/s/ Bryan G. Glazer |
|
|
Name: |
Bryan G. Glazer |
|
|
Title: |
Trustee |
[Signature Page to Governance Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
Darcie S. Glazer Irrevocable Exempt Trust |
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By: |
/s/ Darcie S. Glazer Kassewitz |
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Name: |
Darcie S. Glazer Kassewitz |
|
|
Title: |
Trustee |
[Signature Page to Governance Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
|
|
Hamilton TFC LLC |
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|
|
By: Avram Glazer Irrevocable Exempt Trust, its sole member |
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By: |
/s/ Avram Glazer |
|
|
Name: |
Avram Glazer |
|
|
Title: |
Trustee |
[Signature Page to Governance Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
|
|
Avram Glazer Irrevocable Exempt Trust |
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|
|
By: |
/s/ Avram Glazer |
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Name: |
Avram Glazer |
|
|
Title: |
Trustee |
[Signature Page to Governance Agreement]
Schedule
A
Initial Glazer Parties
Initial Glazer Party |
Address |
Joel M. Glazer Irrevocable Exempt Trust |
##### |
RECO Holdings LLC |
##### |
Darcie S. Glazer Irrevocable Exempt Trust |
##### |
Bryan G. Glazer Irrevocable Exempt Trust |
##### |
SCG Global Investment Holdings LLC |
##### |
Avram Glazer Irrevocable Exempt Trust |
##### |
Hamilton TFC LLC |
##### |
Edward S. Glazer Irrevocable Exempt Trust |
##### |
Kevin Glazer Irrevocable Exempt Family Trust |
##### |
KEGT Holdings LLC |
##### |
Exhibit 99.3
Execution Version
VOTING AGREEMENT
This
Voting Agreement (this “Agreement”) is made and entered into on December 24, 2023, by and among (i) Manchester
United plc, an exempted company with limited liability incorporated under the Law of the Cayman Islands (the “Company”),
(ii) 42 Holdings LLC, a Delaware limited liability company (the “Proxyholder”) and (iii) each of
the persons whose names are listed in Schedule A attached hereto and who are signatories to this Agreement (each, a “Holder”
and collectively the “Sellers”). Any capitalized term used but not defined in this Agreement will have the
meaning ascribed to such term in the Transaction Agreement (as hereinafter defined).
WHEREAS,
on the date hereof, the Company, Purchaser and the Sellers, entered into that certain Transaction Agreement (as amended from time to
time in accordance with the terms thereof, the “Transaction Agreement”), pursuant to which, among other matters,
Purchaser will purchase the Sale Shares from the Sellers and commence the Offer and the Company and Purchaser will effectuate the Closing
Share Subscription and the Subsequent Share Subscription;
WHEREAS,
as of the date hereof, each Holder is the record and “beneficial owner” (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange
Act”)) of and is entitled to dispose of and vote the Class A Ordinary Shares and Class B Ordinary Shares of the
Company (the “Company Ordinary Shares”) set forth on Schedule A (which shares, together with any additional
Company Ordinary Shares (or any securities convertible into or exercisable or exchangeable for Company Ordinary Shares) in which the
Holder acquires record or beneficial ownership after the date hereof, including by purchase, as a result of a share dividend, share split,
subdivision, recapitalization, consolidation, combination, reclassification, exchange or change of such shares, or other similar transaction,
or upon exercise or conversion of any securities (including any Company Restricted Share Awards or any other equity awards), are collectively
referred to herein as the “Shares”); and
WHEREAS,
the Company Board has resolved to recommend that the Company’s shareholders (the “Company Shareholders”)
approve the adoption of the amended articles of association for the Company set out in Exhibit A of the Transaction Agreement (at
the Company Shareholders’ Meeting) (the “Amendment Proposal”).
NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth
below, and intending to be legally bound hereby, the parties hereby agree as follows:
1. Covenant
to Vote in Favor of the Amendment Proposal. Each Holder, with respect to all of the Shares, hereby agrees:
(a) during
the Voting Period, at each meeting of Company Shareholders (and at every adjournment or postponement thereof), and in each written consent
or resolutions of any of Company Shareholders in which each Holder is entitled to vote or consent, to be present for such meeting or
adjournment or postponement thereof (or otherwise cause the Shares to be counted as present thereat) and unconditionally and irrevocably
vote (in person or by proxy), or consent to any action by written consent or resolution with respect to, as applicable, the Shares (i) in
favor of, and adopt, the Amendment Proposal, (ii) in favor of any proposal to adjourn the meeting to a later date if there are not
sufficient affirmative votes (in person or by proxy) to obtain the Amendment Proposal approval on the date on which such meeting is held,
(iii) in favor of any other matter or action necessary for or in furtherance of the consummation of the transactions contemplated
by the Transaction Agreement, and (iv) to vote the Shares in opposition to: (A) any Relevant Acquisition Proposal, or any other
proposal, transaction, agreement or action, made in opposition to or in competition with the transactions contemplated by the Transaction
Agreement, or, in each case, that would reasonably be expected to prevent, delay or impede the consummation of, the Transaction Agreement,
the Transactions or any other transactions contemplated thereby; (B) other than as contemplated by the Transaction Agreement (including
the Amendment Proposal), any material change in (x) the present capitalization of the Company (excluding, for the avoidance of doubt,
the issuance of Class A Ordinary Shares as permitted by the Transaction Agreement) or any amendment of Company’s existing
organizational documents (the “Existing Organizational Documents”) or (y) the relative rights of the Class A
Ordinary Shares or the Class B Ordinary Shares; (C) any other action or proposal involving the Company or any of its Subsidiaries
that is intended, or would reasonably be expected, to prevent, impede, interfere with, materially delay or postpone or otherwise adversely
affect in any material respect the Amendment Proposal; or (D) any action or agreement that would reasonably be expected to result
in a breach of the Transaction Agreement or result in any condition set forth in Article VIII of the Transaction Agreement (including,
for the avoidance of doubt, the conditions set forth in Annex I) not being satisfied on a timely basis.
(b) without
limiting the provisions of this Section 1, Sellers acknowledge that each Holder is agreeing to the matters set forth in Section 1,
but that each Holder retains legal authority to vote the Shares subject to the terms of this Agreement (including with respect to matters
that are subject to a vote and not addressed by this Agreement).
2. Covenant
to Grant the Proxyholder an Irrevocable Proxy. Each Holder hereby irrevocably and unconditionally grants a proxy to, and
appoints, Proxyholder, as its proxy and attorney-in-fact (with full power of substitution and resubstitution), for and in such
Holder’s name, place and stead, to vote, act by written consent or execute and deliver a proxy in accordance with the
Applicable Law (including the CICA), solely in respect of the matters described in, and in accordance with, Section 1(a), and
to vote or grant a written consent during the Voting Period with respect to the Shares as provided in Section 1(a). This proxy
and power of attorney is given in connection with, and in consideration of, the mutual promises made in the Transaction Agreement
and to secure the performance of the duties and obligations of such Holder under this Agreement. Each Holder hereby
(i) affirms that such irrevocable proxy is (x) coupled with an interest by reason of the mutual promises made in the
Transaction Agreement and (y) executed and intended to be irrevocable in accordance with the provisions of the Laws of the
Cayman Islands, and (ii) revokes any and all prior proxies granted by such Holder with respect to the Shares held by such
Holder and no subsequent proxy shall be given by such Holder (and, if given, shall be ineffective). Each Holder shall take such
further action or execute such other instruments as may be reasonably necessary in accordance with any Applicable Law to effectuate
the intent of this proxy. The power of attorney granted herein by each Holder is a durable power of attorney and, so long as the
Proxyholder has the interest secured by such power of attorney or the obligations secured by such power of attorney remain
undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Holder. The
proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement in accordance with its
terms.
3. Other
Covenants.
(a) Changes
to Shares. In the event of (x) a share dividend or distribution, or any change in the share capital of the Company by reason
of any share dividend or distribution, share split, recapitalization, combination, conversion, exchange of shares or the like, or (y) a
Holder acquiring record or beneficial ownership of, or the power to vote or direct the voting of any additional securities of the Company
entitled to vote on any of the matters covered by this Agreement, the term “Shares” shall be deemed to refer to and include
the Shares as well as all such share dividends and distributions and any securities into which or for which any or all of the Shares
may be changed or exchanged or which are received in such transaction.
(b) Proxy
Statement. During the Voting Period, each Holder agrees to provide to the Company and their respective Representatives any information
regarding such Holder or the Shares that is reasonably requested by the Company or their respective Representatives for inclusion in
the Proxy Statement.
(c) Voting
Agreements and Voting Trusts. During the Voting Period, no Holder shall enter into any voting agreement or voting trust with respect
to any of its Shares or grant a proxy or power of attorney with respect to any of its Shares, in either case, that is inconsistent with
such Holder’s obligations pursuant to this Agreement.
(d) Class Actions.
Each Holder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action
with respect to, any claim, derivative or otherwise, against the Proxyholder, the Company, or any of its successors (i) challenging
the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Transaction Agreement (including
any claim seeking to enjoin or delay the consummation of the Transactions) or (ii) alleging a breach of any duty of the Company
Board in connection with the Transaction Agreement, this Agreement or the transactions contemplated thereby or hereby.
(e) Notice
to Financial Intermediary. Each Holder agrees to inform each financial intermediary or other Person through which such Holder holds
its Shares that informs such Person of such Holder’s obligations under this Agreement and direct such Person to not act in disregard
of such obligations.
(f) Spousal
Consent. If a Holder is a married individual and any of its Shares constitutes community property or otherwise need spousal or other
approval for this Agreement to be legal, valid and binding, such Holder shall deliver to the Company, concurrently herewith, a duly executed
written consent of such Holder’s spouse, in the form attached hereto as Schedule B.
4. Miscellaneous.
(a) Termination.
Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and none of the Company, the
Proxyholder or the Sellers shall have any rights or obligations hereunder, upon the earliest to occur of (i) the mutual written
consent of the Company, the Proxyholder and the Sellers, (ii) the Closing, or (iii) the date of termination of the Transaction
Agreement in accordance with Article IX thereof (clauses (i), (ii) and (iii), collectively, the “Voting Period”).
Following the termination of this Agreement, no party shall have any liability to any other party hereto pursuant to the terms of this
Agreement. Notwithstanding anything to the contrary herein, the provisions of this Section 4 shall survive the termination
of this Agreement or the Effective Time, as applicable.
(b) Binding
Effect; Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of
the parties hereto by operation of Law or otherwise without the prior written consent of the other parties. Any purported assignment
in violation of this Section 4(b) shall be null and void. Subject to the foregoing, this Agreement shall be binding
upon, inure solely to the benefit of and be enforceable by each party hereto and their permitted successors and assigns.
(c) Third
Parties. Except as expressly provided herein, a person who is not a party to this Agreement shall not have any rights under the Contracts
(Rights of Third Parties) Act (As Revised) of the Cayman Islands to enforce any term of this Agreement. This Agreement shall be binding
upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to confer upon
any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement.
(d) Governing
Law. This Agreement and all Proceedings (whether based on contract, tort or otherwise) arising out of, or related to this Agreement,
the Transactions, or the actions of the Proxyholder, the Company or the Sellers in the negotiation, administration, performance and enforcement
thereof, shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to principles
or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another
jurisdiction. Each of the parties hereto hereby expressly, irrevocably and unconditionally submits, for itself and its property, to the
exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, New York, New York and any appellate court
thereof, in any Proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the Transactions
contemplated hereby or for recognition or enforcement of any judgment relating thereby, and each of the parties hereby irrevocably and
unconditionally (i) agrees not to commence any such Proceeding except in such courts, (ii) agrees that any claim in respect
of any such Proceeding may be heard and determined in any state or federal court sitting in the Borough of Manhattan, New York, New York
and any appellate court thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it
may now or hereafter have to the laying of venue of any such Proceeding in any state or federal court sitting in the Borough of Manhattan,
New York, New York and any appellate court thereof, and (iv) waives, to the fullest extent permitted by Applicable Law, the defense
of an inconvenient forum to the maintenance of such Proceeding in any state or federal court sitting in the Borough of Manhattan, New
York, New York and any appellate court thereof. Each of the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party
to this Agreement irrevocably consents to service of process outside the territorial jurisdiction of the courts referred to in this Section 4(d) in
any such Proceeding by mailing copies thereof by registered or certified U.S. mail, postage prepaid, return receipt requested, to its
address specified in or pursuant to Section 4(g). However, nothing in this Agreement will affect the right of any party to
this Agreement to serve process on the other party in any other manner permitted by law.
(e) WAIVER
OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED
IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY
PROCEEDING, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT
MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 4(e).
(f) Interpretation.
The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this
Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) the term
“including” (and with correlative meaning “include”) shall be deemed in each case to be followed by the words
“without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other
words of similar import shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other
subdivision of this Agreement; (iv) the term “or” means “and/or”; (v) the word “to the extent”
shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (vi) the
word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference
to a party to this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted
assigns. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no
presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
(g) Notices.
All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been duly given (i) when
delivered in person, (ii) when delivered after posting in the U.S. mail having been sent registered or certified mail return receipt
requested, postage prepaid, (iii) when delivered by nationally recognized overnight delivery service, or (iv) when delivered
by email (provided that the sender does not receive any “bounce back” or other notification of error in transmission), addressed
as follows:
If
to the Company, to:
MANCHESTER UNITED plc
Sir Matt Busby Way, Old Trafford
Manchester, England, M16 0RA
Attention: Patrick Stewart
Email: ##### |
with
a copy to (which will not constitute notice):
Latham &
Watkins LLP 1271 Avenue of the Americas New York, NY 10020 Attention: Justin G. Hamill, Robert M. Katz and Ian
Nussbaum Email: #####, ##### and #####
and
Woods Oviatt Gilman LLP
1900 Bausch & Lomb Place
Rochester, New York 14604
Attention: Mitchell S. Nusbaum
Email:
##### |
If
to a Holder, to: the address set forth opposite Holder’s name on Schedule A hereto,
with a copy (which will not constitute notice) to, if not the party sending notice to the Company (and a copy for notice hereunder). |
(h) Amendments
and Waivers. Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment
or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each
party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by Applicable Law.
(i) Severability.
If any term or other provision of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, illegal
or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal
or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner to the end that the Transactions are consummated as originally
contemplated to the fullest extent possible.
(j) Specific
Performance. The parties hereto agree that irreparable damage would occur, and that the Proxyholder and the Company would not have
any adequate remedy at law, in the event that any of the provisions of this Agreement were not performed by each Holder in accordance
with their specific terms or were otherwise breached (including failing to take such actions as are required of it hereunder to consummate
the Transactions). It is accordingly agreed that, prior to the valid termination of this Agreement, the Proxyholder and the Company shall
be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement by
the Sellers and to specifically enforce the terms and provisions of this Agreement, without proof of actual damages or otherwise, in
addition to any other remedy to which the Proxyholder or the Company is entitled at law or in equity. Each party agrees that it will
not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate
remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. If the Company
seeks an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this
Agreement, the Company shall not be required to provide any bond or other security in connection with any such order or injunction. The
parties hereto further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable
for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Notwithstanding anything to the contrary
in this Agreement, the sole and exclusive remedy of the parties hereto relating to any breach of this Agreement shall be the right to
seek and obtain an award of specific performance as described in this Section 5(j).
(k) Expenses.
Except as expressly provided in this Agreement, each party shall be responsible for its own fees and expenses (including the fees and
expenses of investment bankers, financial advisors, accountants and counsel) in connection with the entering into of this Agreement,
the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.
(l) No
Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship among the Proxyholder, Sellers
and the Company, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship
among the parties hereto or among any other Company Shareholders entering into agreements with the Proxyholder or the Company. Each Holder
has acted independently regarding its decision to enter into this Agreement. Nothing contained in this Agreement shall be deemed to vest
in the Proxyholder or the Company any direct or indirect ownership or incidence of ownership of or with respect to any Shares. Holder
retains legal and beneficial ownership over such Shares and, other than pursuant to the Proxy, the Proxyholder shall have no authority
to manage, direct, superintend, restrict, regulate, govern or administer policies or operation of the Company or exercise any power or
authority to direct any Holder in the voting of any of the Shares.
(m) Further
Assurances. From time to time, at another party’s request and without further consideration, each party shall execute and deliver
such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated
by this Agreement.
(n) Entire
Agreement. This Agreement (together with the Transaction Agreement to the extent referred to herein) constitutes the entire understanding
and agreement of the parties hereto and supersede all prior agreements and undertakings, both written and oral, among the parties, or
any of them, with respect to the subject matter hereof and, except as otherwise expressly provided herein, are not intended to confer
upon any other Person any rights or remedies hereunder; provided, that, for the avoidance of doubt, the foregoing shall not affect
the rights and obligations of the parties under the Transaction Agreement or any ancillary agreement contemplated thereby. Notwithstanding
the foregoing, nothing in this Agreement shall limit any of the rights or remedies of the Company or any of the obligations of the Sellers
under any other agreement between any Holder and the Company or any certificate or instrument executed by any Holder in favor of the
Company, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of the Company or any
of the obligations of the Sellers under this Agreement.
(o) Counterparts;
Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall
have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart
hereof signed by the other parties hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder
(whether by virtue of any other oral or written agreement or other communication). The exchange of a fully executed Agreement (in counterparts
or otherwise) by electronic transmission in .PDF format shall be sufficient to bind the parties hereto to the terms and conditions of
this Agreement.
(p) Capacity
as Shareholder. Each Holder signs this Agreement solely in their capacity as a shareholder of the Company, and not in such Holder’s
capacity as a director, officer or employee of the Company or any of its Subsidiaries or in such Holder’s capacity as a trustee
or fiduciary of any employee benefit plan or trust. Notwithstanding anything herein to the contrary, nothing herein shall in any way
restrict a director or officer of the Company in the reasonable exercise of his or her fiduciary duties as a director or officer of the
Company or in his or her capacity as a trustee or fiduciary of any employee benefit plan or trust or prevent or be construed to create
any obligation on the part of any director or officer of the Company or any trustee or fiduciary of any employee benefit plan or trust
from taking any action in his or her capacity as such director, officer, trustee or fiduciary.
[Remainder of Page Intentionally Left
Blank; Signature Page Follows]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as
of the date first written above.
|
Manchester United
plc |
|
|
|
|
By: |
/s/
Patrick Stewart |
|
Name: |
Patrick Stewart |
|
Title: |
Chief Executive Officer and General Counsel |
[Signature Page to Voting Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
Kevin Glazer Irrevocable Exempt
Family Trust |
|
|
|
|
By: |
/s/ Kevin E. Glazer |
|
|
Name: |
Kevin E. Glazer |
|
|
Title: |
Trustee |
[Signature Page to Voting Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
KEGT Holdings LLC |
|
|
|
By: Kevin Glazer Irrevocable Exempt Family Trust, its sole member |
|
|
|
|
By: |
/s/ Kevin E. Glazer |
|
|
Name: |
Kevin E. Glazer |
|
|
Title: |
Trustee |
[Signature Page to Voting Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
Edward S. Glazer Irrevocable
Exempt Trust |
|
|
|
|
By: |
/s/ Edward S. Glazer |
|
|
Name: |
Edward S. Glazer |
|
|
Title: |
Trustee |
[Signature Page to Voting Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
Joel M. Glazer Irrevocable Exempt Trust |
|
|
|
|
By: |
/s/ Joel M. Glazer |
|
|
Name: |
Joel M. Glazer |
|
|
Title: |
Trustee |
[Signature Page to Voting Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
RECO Holdings LLC |
|
|
|
By: Joel M. Glazer Irrevocable Exempt Trust, its sole member |
|
|
|
|
By: |
/s/ Joel M. Glazer |
|
|
Name: |
Joel M. Glazer |
|
|
Title: |
Trustee |
[Signature Page to Voting Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
42 HOLDINGS LLC |
|
|
|
By: Joel M. Glazer Irrevocable Exempt Trust, its sole member |
|
|
|
|
By: |
/s/ Joel M. Glazer |
|
|
Name: |
Joel M. Glazer |
|
|
Title: |
Trustee |
[Signature Page to Voting Agreement]
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
Bryan G. Glazer Irrevocable Exempt
Trust |
|
|
|
|
By: |
/s/ Bryan G. Glazer |
|
|
Name: |
Bryan G. Glazer |
|
|
Title: |
Trustee |
[Signature Page to Voting Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
SCG Global Investment Holdings LLC |
|
|
|
By: Bryan G. Glazer Irrevocable Exempt Trust, its sole member |
|
|
|
|
By: |
/s/ Bryan G. Glazer |
|
|
Name: |
Bryan G. Glazer |
|
|
Title: |
Trustee |
[Signature Page to Voting Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
Darcie S. Glazer Irrevocable
Exempt Trust |
|
|
|
|
By: |
/s/ Darcie S. Glazer Kassewitz |
|
|
Name: |
Darcie S. Glazer Kassewitz |
|
|
Title: |
Trustee |
[Signature Page to Voting Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
Hamilton TFC LLC |
|
|
|
By: Avram Glazer Irrevocable Exempt Trust, its sole member |
|
|
|
|
By: |
/s/ Avram Glazer |
|
|
Name: |
Avram Glazer |
|
|
Title: |
Trustee |
[Signature Page to Voting Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.
|
Avram Glazer Irrevocable Exempt
Trust |
|
|
|
|
By: |
/s/ Avram Glazer |
|
|
Name: |
Avram Glazer |
|
|
Title: |
Trustee |
[Signature Page to Voting Agreement]
Schedule A
Holder
Name |
Owned
Shares* |
Address |
Class A
Ordinary
Shares |
Class B
Ordinary
Shares |
Options
or other
convertible Company
securities |
Joel
M. Glazer Irrevocable Exempt Trust |
1,707,614 |
21,749,366 |
N/A |
##### |
RECO
Holdings LLC |
0 |
150,000 |
N/A |
##### |
Darcie
S. Glazer Irrevocable Exempt Trust |
603,806 |
20,899,365 |
N/A |
##### |
Bryan
G. Glazer Irrevocable Exempt Trust |
0 |
19,809,365 |
N/A |
##### |
SCG
Global Investment Holdings LLC |
0 |
90,000 |
N/A |
##### |
Avram
Glazer Irrevocable Exempt Trust |
0 |
16,516,979 |
N/A |
##### |
Hamilton
TFC LLC |
0 |
90,000 |
N/A |
##### |
Edward
S. Glazer Irrevocable Exempt Trust |
0 |
15,003,172 |
N/A |
##### |
Kevin
Glazer Irrevocable Exempt Family Trust |
0 |
12,133,974 |
N/A |
##### |
KEGT
Holdings LLC |
0 |
3,765,392 |
N/A |
##### |
*If any additional Class A Ordinary Shares or Class B Ordinary
Shares are owned by any of the Sellers as of the date of this Agreement, such shares shall be automatically deemed to be “Owned
Shares” notwithstanding the contents of this Schedule A.
Schedule B
SPOUSAL CONSENT
The
undersigned represents that the undersigned is the spouse of: _________________________ and that the undersigned is familiar with the
terms of the Voting Agreement (the “Agreement”), entered into as of December 24, 2023, by and among Manchester
United plc, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”),
the undersigned’s spouse and the other persons listed on Schedule A to the Agreement who are signatories thereto. The
undersigned hereby agrees that the interest of the undersigned’s spouse in all property which is the subject of the Agreement shall
be irrevocably bound by the terms of the Agreement and by any amendment, modification, waiver or termination signed by the undersigned’s
spouse. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject
of the Agreement shall be irrevocably bound by the terms of the Agreement, and that the Agreement shall be binding on the executors,
administrators, heirs and assigns of the undersigned. The undersigned further authorizes the undersigned’s spouse to amend, modify
or terminate the Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed
by the undersigned’s spouse shall be binding on the community property interest of undersigned in all property which is the subject
of the Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had
signed such amendment, modification, waiver or termination.
Dated:____________________,
2023 |
|
|
|
|
Name: |
Exhibit 99.4
Execution Version
LIMITED
GUARANTEE
OF
SIR
JAMES ARTHUR RATCLIFFE
This
Limited Guarantee, dated as of December 24, 2023 (this “Limited Guarantee”), is being entered into by Sir James
Arthur Ratcliffe (the “Guarantor”) in favor of Manchester United plc (the “Company”) and the sellers
of certain Class B ordinary shares of the Company party to the Transaction Agreement (as defined below) (the “Sellers”,
and, together with the Company, the “Guaranteed Parties” and each, a “Guaranteed Party”) in connection
with the proposed (i) purchase by Trawlers Limited (the “Buyer”) of up to 13,237,834
Class A ordinary shares of the Company pursuant to a cash tender offer, (ii) acquisition by the Buyer of 25% of the
Class B ordinary shares of the Company, (iii) subscription by the Buyer for certain Class A and Class B ordinary
shares of the Company for an aggregate subscription price of $200 million and (iv) subscription by the Buyer for certain Class A
and Class B ordinary shares of the Company for an aggregate subscription price of $100 million (collectively, the “Investment”).
Reference is made to the proposed form of the transaction agreement between the Buyer and the Guaranteed Parties in respect of the Investment
(as may be amended from time to time, the “Transaction Agreement”). Capitalized terms used but not defined herein
shall have the meanings assigned thereto in the Transaction Agreement.
1. Limited
Guarantee. To induce the Guaranteed Parties to enter into the Transaction Agreement, the Guarantor hereby absolutely, unconditionally
and irrevocably guarantees to the Guaranteed Parties, subject to the terms and conditions set forth herein, the due, complete and punctual
payment, observance, performance and discharge of the payment obligations of Buyer with respect to (i) the Purchaser Termination
Fee, if, when, and as due, pursuant to Section 9.03(b) of the Transaction Agreement, (ii) the Other Regulatory Termination
Fee, if, when, and as due, pursuant to Section 9.03(c) of the Transaction Agreement (together with the Purchaser Termination
Fee, the “Buyer Fee Obligations”), (iii) the Enforcement Costs, if, when, and as due pursuant to Section 9.03(e) of
the Transaction Agreement (the “Enforcement Expense Obligation” and with the Buyer Fee Obligations, the “Fee
Obligations”), and (iv) all amounts payable (and solely to the extent payable pursuant to a final arbitral decision or
order of a court of competent jurisdiction) as damages as a result of Fraud or any intentional and willful breach by the Buyer of the
Transaction Agreement under and in accordance with the terms of the Transaction Agreement, (the “Damages Obligation”).
The Fee Obligations and the Damages Obligations are collectively referred to herein as the “Obligations”. In no event
shall the Guarantor’s maximum liability under this Limited Guarantee with respect to items (i)-(iii) exceed an amount equal
to (A) the Payment Fund, minus (B) the amount of any Obligations actually paid by or on behalf of the Buyer or Guarantor to
any of the Guaranteed Parties pursuant to this Limited Guarantee (the “Cap”). The Guaranteed Parties may, in their
sole discretion, bring and prosecute a separate Proceeding against the Guarantor for the full amount of the Obligations (subject, in
respect of the Fee Obligations, to the Cap), regardless of whether the Proceeding is brought against Buyer, or whether Buyer is joined
in any such Proceeding; provided, however, that in no event shall the Guarantor be required to pay any amount under, in respect
of, or in connection with the Fee Obligations in excess of the Cap. The parties agree that the Fee Obligations may not be enforced without
giving effect to the Cap and the immediately preceding sentence and that the Guaranteed Parties will not seek to enforce the Fee Obligations
for an amount in excess of the Cap. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document,
the Guarantor reserves the right to, and each Guaranteed Party covenants and agrees that the Guarantor may, assert any and all defenses
to the payment of the Obligations that Buyer may have under the Transaction Agreement. Each Guaranteed Party hereby agrees that the Guarantor
shall have no obligation or liability to any Person under this Limited Guarantee or the Transaction Agreement (whether in law, in equity,
in contract, in tort or otherwise) other than as expressly set forth herein or under that certain letter agreement dated as of the date
hereof between the Guarantor and Buyer, pursuant to which the Guarantor has agreed to make a certain equity contribution to Buyer (the
“Equity Commitment Letter”) or the Transaction Agreement; provided, however, that the foregoing is not intended
to diminish or otherwise limit in any way the Guaranteed Parties’ rights under the Transaction Agreement, including pursuant to
Section 10.02 of the Transaction Agreement. All payments hereunder shall be made in U.S. Dollars in immediately available funds.
If Buyer fails to discharge its Obligations when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual
or collection of any of such Obligation or operated as a discharge thereof), each Guaranteed Party may at any time and from time to time,
at such Guaranteed Party’s option, and so long as Buyer has failed to perform any of its Obligations, take any and all actions
available hereunder or under Applicable Law in accordance with the terms of this Limited Guarantee to enforce the obligations of the
Guarantor hereunder in respect of such Obligations, subject to the terms of this Limited Guarantee, including in respect of the Fee Obligations,
the Cap.
2. Nature
of Limited Guarantee. No Guaranteed Party shall be obligated to file any Proceeding relating to the Obligations in the event that
Buyer becomes subject to a bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights
of creditors, and the failure of such Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the
event that any payment to a Guaranteed Party in respect of any Obligation is rescinded or must otherwise be returned (and is so returned)
to the Guarantor (or its designee) for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to the Obligations
(subject to the terms and conditions hereof, including, in respect of the Fee Obligations, the Cap) as if such payment had not been made
(but only to the extent of the amount so rescinded or otherwise returned). This Limited Guarantee is an unconditional guarantee of payment
and not of collection. Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any
modification, amendment or waiver of or any consent to departure from the Equity Commitment Letter. Guarantor’s obligations under
this Limited Guarantee are in no way conditioned upon any requirement that a Guaranteed Party proceed first against Buyer before proceeding
against Guarantor hereunder, or otherwise exhaust any or all of the Guaranteed Party’s rights against Buyer for any of the Obligations.
A Guaranteed Party shall not be obligated to file any claim relating to the Obligations against Buyer, and the failure of a Guaranteed
Party to so file shall not affect the obligations of the Guarantor hereunder.
3. Changes
in the Obligations; Certain Waivers.
(a) The
Guarantor agrees that any Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor,
extend the time of payment of any Obligation, and may also enter into any agreement with Buyer or any other Person interested in the
transactions contemplated by the Transaction Agreement for the extension or renewal of the terms of the Transaction Agreement or of any
agreement between any Guaranteed Party and Buyer or any such other Person without in any way impairing or affecting the Guarantor’s
obligations under this Limited Guarantee. The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released
or discharged, in whole or in part, or otherwise affected by: (i) any delay or the failure of the Guaranteed Parties to assert any
claim or demand or to enforce any right or remedy against Buyer or any other Person interested in the transactions contemplated by the
Transaction Agreement; (ii) any change in the time, place or manner of payment of any Obligation or any rescission, waiver, compromise,
consolidation or other amendment or modification of any of the terms or provisions of the Transaction Agreement or any other agreement
(in each case, made in accordance with the terms thereof) evidencing, securing or otherwise executed in connection with any Obligation;
(iii) the addition, substitution or release of any entity or other Person now or hereinafter liable with respect to the Obligation
or otherwise interested in the transactions contemplated by the Transaction Agreement; (iv) any change in the corporate existence,
structure or ownership of Buyer, the Guarantor or any other Person interested in the transactions contemplated by the Transaction Agreement;
(v) any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets,
marshalling of assets and liabilities, receivership, insolvency, bankruptcy, winding up, moratorium, receivership, dissolution, assignment
for the benefit of the creditors, reorganization, other similar proceeding or other laws of general application relating to or affecting
rights of creditors affecting Buyer or any other Person interested in the transactions contemplated by the Transaction Agreement or affecting
any of their respective assets; (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time
against Buyer or any Guaranteed Party (or the existence of any claim, set-off or other right that Buyer or any Guaranteed Party may have
at any time against the Guarantor), whether in connection with any Obligation or otherwise; (vii) the adequacy of any other means
the Guaranteed Parties may have of obtaining repayment of any Obligation; or (viii) any lack of validity, regularity, legality or
enforceability of the Transaction Agreement, the Equity Commitment Letter or any agreement or instrument related thereto (x) resulting
from a breach of any representation, warranty or covenant in the Transaction Agreement by Buyer or (y) pursuant to or in connection
with or arising with or arising from, in or under, any bankruptcy, insolvency, reorganization or other laws of general application relating
to or affecting rights of creditors commenced against Buyer; provided, however, that notwithstanding the foregoing (but subject
to Section 2), the Guarantor shall be fully released and discharged hereunder if the applicable Obligations are paid in full
to the Guaranteed Parties in accordance with the Transaction Agreement and this Limited Guarantee. To the fullest extent permitted by
Applicable Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any legal requirement which
would otherwise require any election of remedies by the Guaranteed Parties. The Guarantor, in relation to the Obligations only, waives
promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice
of non-performance, default, dishonor and protest, notice of any Obligation incurred and all other notices of any kind (other than notices
to Buyer pursuant to the Transaction Agreement), all defenses that may be available by virtue of any valuation, stay, moratorium law
or other similar legal requirement now or hereafter in effect, any right to require the marshalling of assets of Buyer or any other Person
interested in the transactions contemplated by the Transaction Agreement, and all suretyship defenses generally (other than the defenses
to the payment of the Obligations that are available to Buyer under the Transaction Agreement or breach by any Guaranteed Party of this
Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated
by the Transaction Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.
(b) Each
Guaranteed Party hereby covenants and agrees that it shall not, directly or indirectly, institute or assert, and shall cause its Affiliates
and Subsidiaries not to, directly or indirectly, institute or assert, any Proceeding, whether at law, in equity or otherwise (a “Claim”)
arising under, or in connection with the Equity Commitment Letter, this Limited Guarantee or the Transaction Agreement or the transactions
contemplated thereby, against the Guarantor or any other Related Party (as defined below), except for Claims that are Non-Prohibited
Claims (as defined in the Equity Commitment Letter) against such Person, and the Guarantor hereby covenants and agrees that it shall
not institute, and shall cause its respective Affiliates not to institute, any Claims asserting that this Limited Guarantee is illegal,
invalid or unenforceable in accordance with its terms. Notwithstanding anything to the contrary contained in this Limited Guarantee,
each Guaranteed Party hereby agrees that to the extent Buyer is relieved (other than by operation of any bankruptcy, insolvency, reorganization
or other laws of general application relating to or affecting rights of creditors) of all or any portion of the obligation to pay the
Obligations under the Transaction Agreement, the Guarantor shall be similarly relieved of all or such portion of the Obligations under
this Limited Guarantee. The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of the Obligations
and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or the Obligations hereunder.
(c) Subject
to the first sentence of Section 1, the Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights
that it may now have or hereafter acquire against any Related Party or any other Person (including Buyer) interested in the transactions
contemplated by the Transaction Agreement that arise from the existence, payment, performance, or enforcement of the Guarantor’s
Obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation,
any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy
of the Guaranteed Parties against any Related Party or such other Person (including Buyer) whether or not such claim, remedy or right
arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Related
Party or such other Person (including Buyer), directly or indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right, unless and until all amounts payable by the Guarantor under this Limited
Guarantee shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding
sentence at any time prior to the payment in full in cash of all amounts payable by the Guarantor under this Limited Guarantee, such
amount shall be received and held in trust for the benefit of the Guaranteed Parties, shall be segregated from other property and funds
of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Parties in the same form as so received (with any necessary
endorsement or assignment) to be credited and applied to the Obligations, in accordance with the terms of the Transaction Agreement,
whether matured or unmatured, or to be held as collateral for the Obligations.
4. No
Waiver; Cumulative Rights. No failure on the part of the Guaranteed Parties to exercise, and no delay in exercising, any right, remedy
or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Parties of any right,
remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy
and power hereby granted to the Guaranteed Parties or allowed it by any legal requirement or other agreement shall be cumulative and
not exclusive of any other, and may be exercised by the Guaranteed Parties at any time or from time to time.
5. Representations
and Warranties. The Guarantor hereby represents and warrants that:
(a) the
Guarantor has all necessary power and authority to execute, deliver and perform this Limited Guarantee;
(b) the
execution, delivery and performance of this Limited Guarantee by the Guarantor does not and will not (i) violate any rule of
law or (ii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right
of termination, cancellation or acceleration of any obligation or to the loss of any benefit under any material contract binding on the
Guarantor’s assets to which he is a party;
(c) except
for the consents, approvals, authorizations and filings referred to in Section 4.03, Section 5.03 and Annex I of the Transaction
Agreement, all consents, approvals or authorizations of, or filings with, any Governmental Authority necessary for the due execution,
delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made and all conditions thereof have been duly
complied with, and no other action by, and no notice to or filing with, any Governmental Authority or any other regulatory body is required
in connection with the execution, delivery or performance of this Limited Guarantee;
(d) this
Limited Guarantee has been duly and validly executed and delivered by it and, assuming the due authorization, execution and delivery
by the other parties, constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance
with its terms, except (x) as may be limited by any bankruptcy, insolvency, reorganization or other laws of general application
relating to or affecting rights of creditors and (y) is subject to general principles of equity, whether considered in a proceeding
at law, in equity, in contract, in tort or otherwise; and
(e) the
Guarantor has, and will have, the financial capacity to pay and perform the Obligations under this Limited Guarantee in full for so long
as this Limited Guarantee shall remain in effect in accordance with Section 7.
6. Notices.
All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been duly given (i) when
delivered in person, (ii) when delivered after posting in the U.S. mail having been sent registered or certified mail return receipt
requested, postage prepaid, (iii) when delivered by nationally recognized overnight delivery service, or (iv) when delivered
by email (provided that the sender does not receive any “bounce back” or other notification of error in transmission),
addressed as follows:
| (a) | If
to the Guarantor, to: |
#####
#####
#####
#####
Attention: Legal
Email:
#####
with a copy to (which shall
not constitute notice):
Slaughter and May
1 Bunhill Row
London EC1Y 8YY
United Kingdom
Attention: Hywel Davies and Andrew Jolly
Email:
##### and #####
Paul, Weiss, Rifkind,
Wharton & Garrison
1285 6th Ave
New York, NY
10019
United States
Attention: Krishna Veeraraghavan and Benjamin Goodchild
Email:
##### and #####
| (b) | if
to the Guaranteed Parties, to: |
MANCHESTER UNITED plc
Sir Matt Busby Way, Old Trafford Manchester,
England, M16 0RA
Attention: Patrick Stewart
Email: #####
with a copy to
(which shall not constitute notice):
Woods Oviatt Gilman LLP
1900 Bausch & Lomb Place
Rochester NY 14604
Attention: Mitchell S. Nusbaum
Email: #####
with a copy to (which shall
not constitute notice):
Latham &
Watkins LLP
1271 Avenue of the
Americas
New York, NY 10020
Attention: Justin
G. Hamill, Robert M. Katz and Ian Nussbaum
Email: #####,
##### and #####
7. Continuing
Guarantee. Unless terminated pursuant to this Section 7, this Limited Guarantee shall remain in full force and effect
and shall be binding on the Guarantor and his successors and assigns and will inure to the benefit of each Guaranteed Party and its successors
and permitted assigns until all Obligations have been indefeasibly paid, observed, performed and satisfied in full in cash, and
with respect to the Fee Obligations subject to the Cap, by either the Guarantor or Buyer, at which time this Limited Guarantee shall
terminate and the Guarantor and his assigns shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing,
this Limited Guarantee, including, without limitation, the Obligations, will terminate and the Guarantor shall have no further obligations
under this Limited Guarantee upon the earliest to occur of (i) sixty (60) days after the valid termination of the Transaction Agreement
in accordance with its terms ( unless (x) a notice of a claim for payment of any Obligation is presented in writing by a Guaranteed
Party to Buyer or the Guarantor or (y) such Guaranteed Party shall have commenced a Proceeding against the Guarantor or Buyer alleging
that that the Buyer is liable for payment obligations under the Transaction Agreement or against Guarantor that amounts are due and owning
from the Guarantor pursuant to this Limited Guarantee, in each of the cases of clause (x) or (y), on or prior to such sixty (60)
day period (in which case, the date of termination of this Limited Guarantee shall be the date such claims are (A) resolved by a
final order and all amounts (if any) payable by the Guarantor under this Limited Guarantee in respect of such resolution have been indefeasibly
paid, observed, performed and satisfied in full or (Y) resolved as agreed in writing by the parties hereto and all amounts (if any)
payable by the Guarantor under this Limited Guarantee in respect of such resolution have been indefeasibly paid, observed, performed
and satisfied in full)); (ii) the consummation of the Closing; and (iii) the receipt by the Guaranteed Parties of any amounts
that are due and owed to any Guaranteed Party pursuant to this Limited Guarantee. For the avoidance of doubt, any purported termination
of the Transaction Agreement that is not, or is later determined not to have been, a valid termination shall not give rise to a termination
of this Limited Guarantee pursuant to this Section 7. Notwithstanding the foregoing, in the event that the Guaranteed Parties
assert in any Claim (1) that the provisions of Section 1 limiting the Guarantor’s liability in respect of the
Fee Obligations to the Cap or the provisions of this Section 7 or Section 8 are illegal, invalid or unenforceable
in whole or in part, or (2) any theory of liability against the Guarantor, Buyer or any Related Party with respect to this Limited
Guarantee, the Equity Commitment Letter, the Transaction Agreement or any of the transactions contemplated hereby or thereby (other than
any Claim that is a Non-Prohibited Claim against such Person), then (A) the obligations of the Guarantor under this Limited Guarantee
automatically and immediately become void ab initio, (B) if the Guarantor has previously made any payments under this
Limited Guarantee, the Guarantor shall be entitled to such payments from the Guaranteed Parties and (C) neither the Guarantor nor
any Related Party shall have any liability to the Guaranteed Parties or any other Person in any way with respect the Transaction Agreement,
the Equity Commitment Letter, this Limited Guarantee or to the transactions contemplated thereby or hereby.
8. No
Recourse. Each Guaranteed Party acknowledges the separate organizational existence of Buyer and that, as of the date hereof,
Buyer’s sole assets (if any) are a de minimis amount of cash, and that no additional funds are expected to be contributed to Buyer
unless and until the Closing occurs. By its acceptance of the benefits of this Limited Guarantee, each Guaranteed Party covenants, acknowledges
and agrees that it has no right of recovery against, no recourse shall be had against and no liability, whether personal or otherwise,
shall attach to, any Affiliate or Representative of the Guarantor, or any current, former or future equityholder, controlling person,
general or limited partner, member, incorporator, Affiliate or Representative of any of the foregoing, or any of their respective successors,
predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (in each case other than Buyer, Sellers, the Guaranteed
Parties and the Guarantor and their respective successors (if applicable) and permitted assigns, a “Related Party”
and together, the “Related Parties”), whether by or through attempted piercing of the corporate (or limited liability
company or limited partnership or other corporate entity) veil, by or through a claim (whether at law, in equity, in contract, in tort
or otherwise) by or on behalf of Buyer against any Related Party, by the enforcement of any assessment or by any legal or equitable proceeding,
by virtue of any applicable legal requirement, or otherwise, except, for their rights to recover from the Guarantor under and to the
extent provided in this Limited Guarantee, and any Claims that are Non-Prohibited Claims against such Person; it being agreed and acknowledged
that no liability, whether personal or otherwise, whatsoever shall attach to, be imposed on or otherwise be incurred by any Related Party
for any obligation of the Guarantor under this Limited Guarantee, the Transaction Agreement, the Equity Commitment Letter or any documents
or instrument delivered by the Guarantor in connection herewith or therewith or in respect of any transaction contemplated hereby or
thereby. Nothing set forth in this Limited Guarantee shall affect or be construed to affect any liability of Buyer to the Guaranteed
Parties or shall confer or give or shall be construed to confer or give to any Person other than the Guaranteed Parties (including any
Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantor as expressly set forth
herein. Except for Non-Prohibited Claims, recourse against the Guarantor under this Limited Guarantee shall be the sole and exclusive
remedy of the Guaranteed Parties and all of its Affiliates and Subsidiaries against the Guarantor in respect of any liabilities or obligations
arising under, or in connection with, the Equity Commitment Letter, the Transaction Agreement or the transactions contemplated thereby,
and such recourse shall be subject to the limitations described herein and therein. Guarantor hereby covenants and agrees that it shall
not, directly or indirectly, institute, and shall cause its Affiliates not to institute, any Claim arising under, or in connection with,
the Transaction Agreement, this Limited Guarantee, or, in each case, the transactions contemplated hereby or thereby, against the Guarantor
or any of their Affiliates, except for the Non-Prohibited Claims and the Guarantor hereby covenants and agrees that he shall not institute,
and shall cause his Affiliates not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable
in accordance with its terms.
9. Third
Party Beneficiaries. This Limited Guarantee is not intended to, and does not, confer upon any Person other than the parties
hereto any rights or remedies hereunder, except that each Related Party of the Guarantor (and any Related Party of such Persons) shall
be considered a third party beneficiary of the provisions of Section 7 and Section 8.
10. No
Assignment. Neither Guarantor nor any Guaranteed Party may assign or delegate their rights, interests or obligations hereunder (by
operation of law, in a change of control transaction or otherwise) to any other Person without the prior written consent of the other
party hereto; provided, that no such assignment shall relieve Guarantor of its obligations hereunder. For the avoidance of doubt,
no assignee shall, upon valid assignment, be deemed to be a Related Party. Any purported assignment of this Limited Guarantee in contravention
of this Section 10 shall be null and void and of no force and effect.
11. Entire
Agreement; Amendments and Waivers. This Limited Guarantee, the Equity Commitment Letter, the Confidentiality Agreement, the Governance
Agreement, the Transaction Agreement (including the Exhibits and Schedules thereto), the Ancillary Agreements and each of the documents,
instruments and agreements delivered in connection with the Transactions represent the entire understanding and agreement between the
parties hereto with respect to the subject matter hereof. This Limited Guarantee may not be amended, and no provision hereof waived or
modified, except by an instrument in writing signed by the Buyer, the Guarantor and the Guaranteed Parties. No waiver by any party of
any breach or violation of, or default under, this letter agreement, whether intentional or not, will be deemed to extend to any prior
or subsequent breach, violation or default hereunder or affect in any way rights arising by virtue of any prior or subsequent such occurrence.
No delay or omission on the part of any party in exercising any right, power or remedy under this letter agreement will operate as a
waiver thereof.
12. Counterparts;
Effectiveness. This Limited Guarantee may be executed in any number of counterparts (including by means of facsimile, DocuSign and
electronically transmitted portable document format (.pdf) signature pages), each of which shall be an original but all of which together
shall constitute one and the same instrument. This Limited Guarantee shall become effective when each party shall have received a counterpart
hereof signed by the other party hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto,
this Limited Guarantee shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other
oral or written agreement or other communication). No party hereto or to any such agreement shall raise the use of email to deliver a
signature or the fact that any signature or agreement was transmitted or communicated through the use of email as a defense to the formation
of a contract, and each such party forever waives any such defense.
13. Confidentiality.
This Limited Guarantee shall be treated as confidential and is being entered into by the Guarantor and Guaranteed Parties solely
in connection with the entry by Buyer into the Transaction Agreement. This Limited Guarantee may not be used, circulated, quoted or otherwise
referred to in any document (other than the Transaction Agreement and any documents or instruments delivered in connection herewith or
therewith), except with the written consent of the Guarantor; provided, however that no such written consent shall be required
for any disclosure of this Limited Guarantee (i) to the extent required by Law, the applicable rules of any national securities
exchange or if requested by any Governmental Authority, (ii) in connection with any filings required by the Transaction Agreement
or (iii) in connection with any Proceeding to this Limited Guarantee or the Transaction Agreement or the Transactions. The foregoing
notwithstanding, this Limited Guarantee may be provided to the Sellers if each Seller agrees to treat this letter as confidential except
to the extent required by Applicable Law.
14. Governing
Law; Consent to Jurisdiction; Arbitration; Waiver of Jury Trial. Sections 10.07 (Governing Law), 10.08 (Jurisdiction; Arbitration;
Forum) and 10.09 (Waiver of Jury Trial) of the Transaction Agreement shall apply mutatis mutandis to this Limited Guarantee.
15. Severability.
If any condition, term or other provision of this Limited Guarantee is invalid, illegal, or incapable of being enforced by any
legal requirement or public policy, all other conditions, terms or provisions of this Limited Guarantee shall nevertheless remain in
full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party; provided, however, that the Fee Obligations may not be enforced without giving
effect to the Cap and both the Fee Obligations and the Damages Obligations may not be enforced without giving effect to the provisions
of Section 8. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced,
the parties hereto shall negotiate in good faith to modify this Limited Guarantee so as to effect the original intent of the parties
as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated
to the greatest extent possible.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned have duly
executed and delivered this Limited Guarantee as of the date first written above.
|
SIR
JAMES ARTHUR RATCLIFFE |
|
|
/s/
Sir James Arthur Ratcliffe |
[Signature
Page to Limited Guarantee]
IN
WITNESS WHEREOF, the undersigned have duly executed this Limited Guarantee as of the date first written above.
|
Manchester
United plc |
|
|
|
By: |
/s/
Patrick Stewart |
|
Name: |
Patrick
Stewart |
|
Title: |
Chief
Executive Officer and General Counsel |
[Signature
Page to Limited Guarantee]
IN
WITNESS WHEREOF, the undersigned have duly executed this Limited Guarantee as of the date first written above.
|
Kevin Glazer Irrevocable Exempt
Family Trust |
|
|
|
|
By: |
/s/ Kevin E. Glazer |
|
|
Name: |
Kevin E. Glazer |
|
|
Title: |
Trustee |
[Signature
Page to Limited Guarantee]
IN
WITNESS WHEREOF, the undersigned have duly executed this Limited Guarantee as of the date first written above.
|
KEGT Holdings LLC |
|
|
|
By: Kevin Glazer Irrevocable Exempt Family Trust, its sole member |
|
|
|
|
By: |
/s/ Kevin E. Glazer |
|
|
Name: |
Kevin E. Glazer |
|
|
Title: |
Trustee |
[Signature
Page to Limited Guarantee]
IN
WITNESS WHEREOF, the undersigned have duly executed this Limited Guarantee as of the date first written above.
|
Edward S. Glazer Irrevocable
Exempt Trust |
|
|
|
|
By: |
/s/ Edward S. Glazer |
|
|
Name: |
Edward S. Glazer |
|
|
Title: |
Trustee |
[Signature
Page to Limited Guarantee]
IN
WITNESS WHEREOF, the undersigned have duly executed this Limited Guarantee as of the date first written above.
|
Joel M. Glazer Irrevocable Exempt Trust |
|
|
|
|
By: |
/s/ Joel M. Glazer |
|
|
Name: |
Joel M. Glazer |
|
|
Title: |
Trustee |
[Signature
Page to Limited Guarantee]
IN
WITNESS WHEREOF, the undersigned have duly executed this Limited Guarantee as of the date first written above.
|
RECO Holdings LLC |
|
|
|
By: Joel M. Glazer Irrevocable Exempt Trust, its sole member |
|
|
|
|
By: |
/s/ Joel M. Glazer |
|
|
Name: |
Joel M. Glazer |
|
|
Title: |
Trustee |
[Signature
Page to Limited Guarantee]
IN
WITNESS WHEREOF, the undersigned have duly executed this Limited Guarantee as of the date first written above.
|
Bryan G. Glazer
Irrevocable Exempt Trust |
|
|
|
|
By: |
/s/ Bryan G. Glazer |
|
|
Name: |
Bryan G. Glazer |
|
|
Title: |
Trustee |
[Signature
Page to Limited Guarantee]
IN
WITNESS WHEREOF, the undersigned have duly executed this Limited Guarantee as of the date first written above.
|
SCG Global Investment Holdings LLC |
|
|
|
By: Bryan G. Glazer Irrevocable Exempt Trust, its sole member |
|
|
|
|
By: |
/s/ Bryan G. Glazer |
|
|
Name: |
Bryan G. Glazer |
|
|
Title: |
Trustee |
[Signature
Page to Limited Guarantee]
IN
WITNESS WHEREOF, the undersigned have duly executed this Limited Guarantee as of the date first written above.
|
Darcie S. Glazer Irrevocable
Exempt Trust |
|
|
|
|
By: |
/s/ Darcie S. Glazer Kassewitz |
|
|
Name: |
Darcie S. Glazer Kassewitz |
|
|
Title: |
Trustee |
[Signature
Page to Limited Guarantee]
IN
WITNESS WHEREOF, the undersigned have duly executed this Limited Guarantee as of the date first written above.
|
Avram Glazer Irrevocable Exempt
Trust |
|
|
|
|
By: |
/s/ Avram Glazer |
|
|
Name: |
Avram Glazer |
|
|
Title: |
Trustee |
[Signature
Page to Limited Guarantee]
IN
WITNESS WHEREOF, the undersigned have duly executed this Limited Guarantee as of the date first written above.
|
Hamilton TFC LLC |
|
|
|
By: Avram Glazer Irrevocable Exempt Trust, its sole member |
|
|
|
|
By: |
/s/ Avram Glazer |
|
|
Name: |
Avram Glazer |
|
|
Title: |
Trustee |
[Signature
Page to Limited Guarantee]
Exhibit 99.5
CORPORATE RELEASE |
24 December 2023 |
Manchester United
PLC Reaches Agreement for Sir Jim Ratcliffe, Chairman of INEOS, to Acquire Up to a 25% Shareholding in the Company
| • | Acquisition of 25% of the Class B shares held by the Glazer family |
| • | Offer to acquire up to 25% of all Class A shares |
| • | The Glazer family and Class A shareholders will receive the same price of $33.00 per share |
| • | Further investment of $300 million in the Club |
| • | INEOS delegated responsibility for management of football operations |
| • | Completion of this deal is subject to receiving all necessary regulatory approvals including from the Premier League |
MANCHESTER, England – (BUSINESS WIRE)
– 24 December 2023 – Manchester United plc (NYSE: MANU), announces today that it has entered into an agreement
under which Chairman of INEOS, Sir Jim Ratcliffe, will acquire 25 per cent of Manchester United’s Class B shares and up
to 25 per cent of Manchester United’s Class A shares and provide an additional $300 million intended to enable future
investment into Old Trafford.
As part of the transaction, INEOS has accepted
a request by the Board to be delegated responsibility for the management of the Club’s football operations. This will include all
aspects of the men's and women's football operations and Academies, alongside two seats on the Manchester United PLC board and the Manchester
United Football Club boards.
The joint ambition is to create a world-class
football operation building on the Club’s many existing strengths, including the successful off-pitch performance that it continues
to enjoy.
Executive Co-Chairmen and Directors, Avram Glazer
and Joel Glazer said: “We are delighted to have agreed this deal with Sir Jim Ratcliffe and INEOS. As part of the strategic review
we announced in November 2022, we committed to look at a variety of alternatives to help enhance Manchester United, with a focus
on delivering success for our men’s, women’s and Academy teams.
“Sir Jim and INEOS bring a wealth of
commercial experience as well as significant financial commitment into the Club. And, through INEOS Sport, Manchester United will
have access to seasoned high-performance professionals, experienced in creating and leading elite teams from both inside and outside
the game. Manchester United has talented people right across the Club and our desire is to always improve at every level to help
bring our great fans more success in the future.”
INEOS Chairman, Sir Jim Ratcliffe, said: "As
a local boy and a lifelong supporter of the Club, I am very pleased that we have been able to agree a deal with the Manchester United
Board that delegates us management responsibility of the football operations of the Club. Whilst the commercial success of the Club has
ensured there have always been available funds to win trophies at the highest level, this potential has not been fully unlocked in recent
times. We will bring the global knowledge, expertise and talent from the wider INEOS Sport group to help drive further improvement at
the Club, while also providing funds intended to enable future investment into Old Trafford.
“We are here for the long term and recognise
that a lot of challenges and hard work lie ahead, which we will approach with rigour, professionalism and passion. We are committed to
working with everyone at the Club – the Board, staff, players and fans – to help drive the Club forward.
“Our shared ambition is clear: we all want
to see Manchester United back where we belong, at the very top of English, European and world football.”
The transaction is subject to customary regulatory
approvals and all parties are hopeful it will be completed as soon as possible.
Transaction Details
Under the terms of the transaction
agreements, Trawlers Limited will (i) acquire 25% of the Class B ordinary shares of the Company, par value $0.0005 per
share (“Class B shares”), and (ii) initiate a tender offer to acquire up to a number of shares that, at
launch, will represent 25% of the Class A ordinary shares of the Company, par value $0.0005 per share (“Class A
shares”), in each case at a price of $33.00 per share in cash. Subject to a sufficient number of Class A shares being
tendered in the offer, Trawlers Limited would own 25% of the Club following the closing of the transaction.
Sir Jim will provide a $300 million fund intended
to enable future investment into the Club’s infrastructure at Old Trafford, comprising $200 million paid upon the closing of the
transaction and a further $100 million by the end of 2024. Trawlers Limited will be issued additional Class A and Class B shares
at $33.00 in respect of such investment.
The transaction will be fully funded by Trawlers
Limited without any debt.
The Board of Directors of Manchester United plc
has approved the transaction and recommended that the Manchester United plc shareholders tender their shares in the tender offer and approve
the change to the Articles of Association of Manchester United plc to, among other things, permit the transfer of Class B shares.
The closing of the tender offer will be subject
to the receipt of Premier League approval and other necessary regulatory approvals, shareholder approval of an amendment to the Articles
of Association and other customary conditions.
Trawlers Limited is a company incorporated under
the laws of Isle of Man and is wholly-owned by Sir Jim Ratcliffe.
Trawlers Limited was advised by Slaughter and
May, Paul, Weiss, Rifkind, Wharton & Garrison LLP, Goldman Sachs International and J.P. Morgan Cazenove. Manchester United was
advised by The Raine Group and Latham & Watkins LLP. The Glazer family shareholders were advised by Rothschild and Co.
Cautionary Notice Regarding Forward-Looking
Statements
This press release contains “forward-looking
statements” relating to the proposed acquisition of Class A shares and Class B shares of the Company by Trawlers Limited,
a company incorporated under the laws of the Isle of Man and wholly owned by James A. Ratcliffe, a natural person (together with Trawlers
Limited, the “Offerors”). Such forward-looking statements include, but are not limited to, statements about the parties’
ability to satisfy the conditions to the consummation of the Offer (as defined below), the expected timetable for completing the Offer
and the other transactions contemplated by the Transaction Agreement (as defined below) and the ancillary agreements thereto (collectively,
the “Transactions”), the Company’s and Offerors’ beliefs and expectations, the benefits sought to be achieved
by the Transactions, and the potential effects of the completed Transactions on both the Company and the Offerors. In some cases, forward-looking
statements may be identified by terminology such as “believe,” “may,” “will,” “should,”
“predict,” “goal,” “strategy,” “potentially,” “estimate,” “continue,”
“anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect,”
“seek” and similar expressions and variations thereof. These words are intended to identify forward-looking statements. These
forward-looking statements are based on current expectations and projections about future events, but there can be no guarantee that such
expectations and projections will prove accurate in the future. All statements other than statements of historical fact are forward-looking
statements. Actual results may differ materially from current expectations due to a number of factors, including (but not limited to)
risks associated with uncertainties as to the timing of the Transactions; uncertainties as to how many of the Company’s shareholders
will tender their shares in the Offer; the risk that competing offers will be made; the possibility that various conditions to the Transactions
may not be satisfied or waived; and the risk that shareholder litigation in connection with the Transactions may result in significant
costs of defense, indemnification and liability. Undue reliance should not be placed on these forward-looking statements, which speak
only as of the date they are made. Except as required by law, the Company and the Offerors undertake no obligation to publicly release
any revisions to the forward-looking statements after the date hereof to conform these statements to actual results or revised expectations.
About the Offer and Additional Information
The Offerors expect to commence a tender offer
(such tender offer, the “Offer”) for up to 13,237,834 Class A shares of the Company representing 25.0% of the issued
and outstanding Class A Shares as of the commencement of the Offer, rounded up to the nearest whole Class A share, at a price
of $33.00 per Class A share, in cash (subject to certain adjustments), without interest thereon, less any required tax withholding.
The Offer is being made pursuant to the transaction agreement, dated as of 24th December 2023, by and among Trawlers Limited, the
sellers party thereto, who are Glazer family members and affiliates, and the Company (the “Transaction Agreement”). The Offer
has not yet commenced. This press release is for informational purposes only, is not a recommendation and is neither an offer to purchase
nor a solicitation of an offer to sell Class A shares of the Company or any other securities. This press release is also not a substitute
for the tender offer materials that the Offerors will file with the United States Securities and Exchange Commission (the “SEC”)
upon commencement of the Offer. At the time the Offer is commenced, the Offerors will file with the SEC a Tender Offer Statement on Schedule
TO (the “Tender Offer Statement”) and the Company will file with the SEC a solicitation/recommendation statement on Schedule
14D-9 (the “Solicitation/Recommendation Statement”). THE COMPANY’S SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER
STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION
/ RECOMMENDATION STATEMENT WHEN SUCH DOCUMENTS BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME), BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ AND CONSIDERED CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER. When filed, the Company’s shareholders and other investors can obtain the Tender Offer Statement, the Solicitation/Recommendation
Statement and other filed documents for free at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by
the Company will be available free of charge on the Investors page of the Company’s website, https://ir.manutd.com/. In addition,
the Company’s shareholders may obtain free copies of the tender offer materials by contacting the information agent for the Offer
that will be named in the Tender Offer Statement.
About Manchester United
Manchester United is one of the most popular
and successful sports teams in the world, playing one of the most popular spectator sports on Earth. Through our 145-year football
heritage we have won 67 trophies, enabling us to develop what we believe is one of the world’s leading sports and
entertainment brands with a global community of 1.1 billion fans and followers. Our large, passionate and highly engaged fan base
provides Manchester United with a worldwide platform to generate significant revenue from multiple sources, including sponsorship,
merchandising, product licensing, broadcasting and matchday initiatives which in turn, directly fund our ability to continuously
reinvest in the club.
Contacts
Investor
Relations:
Corinna Freedman
Head of Investor Relations
+44 738 491 0828
Corinna.Freedman@manutd.co.uk |
Media
Relations:
Andrew Ward
Director of Media Relations & Public Affairs
+44 161 676 7770
andrew.ward@manutd.co.uk |
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