share purchase agreement - gfh elenora sportexecution version_redacted

8/10/2019 Share Purchase Agreement - GFH Elenora SportExecution Version_Redacted

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EXECUTION VERSION

20013769.6

Dated 6 February 2014

(1) GFH CAPITAL LIMITED

- and -

(2)

ELEONORA SPORT LIMITED

AGREEMENT RELATING TO THE SALE AND

PURCHASE OF 75 PER CENT. OF THE ISSUED SHARE

CAPITAL OF LUFC HOLDING LIMITED


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TABLE OF CONTENTS

No. Heading Page

1. DEFINITIONS AND INTERPRETATION 1

2. AGREEMENT FOR SALE 9

3. PURCHASE CONSIDERATION 10

4. FURTHER RESTRUCTURING OF INDEBTEDNESS 11

5. COMPLETION 12

6. POST-COMPLETION OBLIGATIONS 14

7. VENDORS WARRANTIES 15

8. LIMITATIONS OF LIABILITY 19

9. PURCHASER'S WARRANTIES 1910. ASSIGNMENT 20

11. FURTHER ASSURANCE 20

12. CONFIDENTIALITY 20

13. ANNOUNCEMENTS 21

14. COSTS 22

15. PAYMENTS UNDER THE AGREEMENT 22

16. AMENDMENTS 23

17. WAIVERS AND REMEDIES 23

18. ENTIRE AGREEMENT 23

19. SURVIVAL OF OBLIGATIONS 24

20. RIGHTS OF THIRD PARTIES 24

21. NOTICES 24

22. COUNTERPARTS 26

23. GOVERNING LAW 26

24. JURISDICTION 26

SCHEDULE 1 26

PART A THE COMPANY 26

PART B THE SUBSIDIARIES 27

SCHEDULE 2 THE GUARANTEE 43

SCHEDULE 3 COMPLETION DOCUMENTS 45

SCHEDULE 4 WARRANTY LIMITATIONS 46

SCHEDULE 5 FINANCIAL INFORMATION STATEMENT 50

SCHEDULE 6 SHORT-FORM SHAREHOLDERS' AGREEMENT 52


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THIS AGREEMENT is made on 6 February 2014

BETWEEN:

(1)

GFH CAPITAL LIMITED (incorporated and registered in the Dubai International

Financial Centre with company number 0117 whose principal place of business is atOffice 402, Level 4, Precinct Building 3, Gate District, Dubai International Financial

Centre, P.O. Box 506544, Dubai, United Arab Emirates (the Vendor); and

(2)

ELEONORA SPORT LIMITED (incorporated in England and Wales with company

number 08862382 whose registered office is at 27/28 Eastcastle Street, London W1W

8DH (the Purchaser).

RECITALS:

(A)

The Company (as defined below) is a private company limited by shares

incorporated in the Cayman Islands further details of which are set out in Part A ofSchedule 1.

(B) The Vendor has agreed to sell and the Purchaser has agreed to purchase seventy-

five per cent. of the issued shares in the capital of the Company subject to and on

the following terms and conditions, including obligations of up to 35,000,000 (thirty

five million pounds sterling) comprising (i) 11,000,000 (eleven million pounds

sterling) of consideration payable to the Vendor, (ii) repayment by the Club of

10,500,000 (ten million five hundred thousand pounds sterling) of existing short-

term debt within four years from Completion, and (iii) repayment by the Club of

13,500,000 (thirteen million five hundred thousand pounds sterling) of existing

long-term debt (with each of (ii) and (iii) guaranteed by the Purchaser).

AGREED TERMS:

1. DEFINITIONS AND INTERPRETATION

1.1

In this Agreement, the following definitions apply:

2012 KB SPA means the share purchase agreement entered into between FSF

Limited, Homer Group Investment Limited, Halton Sports Limited, Outram Ventures

Limited, the Company and Mr Ken Bates relating to the acquisition of Leeds City

Holdings Limited on 20 November 2012 (as amended on 27 November 2012 and 20

December 2012);

Affiliate means with respect to any specified person, a person that, directly or

indirectly, through one or more intermediaries, Controls or is Controlled by, or is

under common Control with the person specified;

Business means the business carried on by the Group of running the English

professional football club Leeds United Football Club and all ancillary or related

business of the Group at Completion;


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Charge Documentation means the documentation required to place a first fixed

charge over the Shares (and upon the Reorganisation, over such shares in Leeds City

Holdings Limited as shall then be owned by the Purchaser) as security for the

Purchasers obligations hereunder substantially in the agreed form, and in relation to

the shares in Leeds City Holdings Limited post-Reorganisation in such customary

form as shall provide an equivalent level of security;

Claimmeans any claim made under this Agreement by the Purchaser;

Club means Leeds United Football Club Limited, a company incorporated and

registered in England and Wales with company number 06233875 further details of

which are set out in Part B of Schedule 1;

Club Director has the meaning given to it in the Regulations, including any person

who is able to Control over the Club for the purposes of (and as defined in) Section 1

of Appendix 3 to the Regulations (including, for the avoidance of doubt, thePurchaser);

Company means LUFC Holding Limited, a company incorporated and registered in

the Cayman Islands with company number MC-270270 further details of which are

set out in Part A of Schedule 1;

Completion means completion of the sale and purchase of the Shares in accordance

with Clause 5 of this Agreement;

Completion Date means the date on which Completion takes place;

Confidential Information means:

(a)

all information or data of any Group Company in relation to the Business (in

whatever medium including in written, oral, visual or electronic form and

whether before or after the date of this Agreement) including all business,

financial, commercial, technical, operational, organisational, legal,

management and marketing information; and

(b)

details of the negotiations, provisions or subject matter of this Agreement;

and

(c) any confidential information obtained by a party which relates the other

party during the course of the negotiation and execution of this Agreement,

which in each case is not publicly available or otherwise in the public domain other

than by reason of a breach by a party of the terms of this Agreement;

Connected orConnected party in relation to a person, has the meaning contained

in section 1122 of the Corporation Tax Act 2010, and for the purposes of this

Agreement, shall include any Affiliate or person Connected to the Chairman of the

Club immediately prior to the execution of this Agreement;

Control means (whether directly or indirectly), from time to time:


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(a) in the case of a body corporate, the right to exercise more than 50 per cent.

of the votes exercisable at any meeting of that body corporate and/or the

right to receive more than 50 per cent. of the economic interest in that body

corporate and/or the right to appoint more than 50 per cent. of its directors;

(b)

in the case of a partnership or limited partnership, the right to exercise morethan 50 per cent. of the votes exercisable at any meeting of partners of that

partnership or limited partnership (and, in the case of a limited partnership,

Control of each of its general partners) and/or the right to receive more than

50 per cent. of the economic interest in that partnership or limited

partnership; or

(c) in the case of any other person, the right to exercise a majority of the voting

rights or otherwise the power to exercise or the actual exercise of control

over that person and/or the right to receive more than 50 per cent. of the

economic interest in respect of that person,

whether by virtue of provisions contained in its memorandum or articles of

association or, as the case may be, certificate of incorporation or by-laws, statutes or

other constitutional documents, partnership agreement or any contract or

arrangement with any other persons, and Controlling shall be construed

accordingly;

Costs means all claims, obligations, liabilities, losses, damages, costs (including

reasonable legal costs) and expenses (including Taxation) or penalties in each case of

any nature whatsoever, whensoever and howsoever arising;

CTA 2010 means the Corporation Tax Act 2010;

Debtmeans the aggregate amount of all financial debt (including any accrued but

unpaid interest) of the Group at Completion to the Vendor or to any of its Affiliates

or Connected parties (and for the avoidance of doubt, excluding payments under the

2012 KB SPA and any creditors and including for the avoidance of doubt Brendale

Holdings Limited and Berrydale Seventh Sport Holdings Limited, Envest, Salah

Nooruddin, Sport Capital (BVI), SCL (Guernsey) and David Haigh and each of their

respective Affiliates);

Deferred Consideration means the First Deferred Payment and the Second

Deferred Payment;

Deferred Payment Date(s) means the First Deferred Payment Date and the Second

Deferred Payment Date (as the case may be);

Encumbrance means any interest of any person including, without prejudice to the

generality of the foregoing, any fixed security, debenture, mortgage, charge,

assignation, pledge, deposit by way of security, bill of sale, lease, hire-purchase,

credit sale and other agreements for payment on deferred terms, right to acquire,

option, lien or right of pre-emption, security interest, title retention or other right ofretention or any other security agreement or arrangement whatsoever;


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Second Long-Term Loan Payment means the second additional payment of

6,500,000 (six million five hundred thousand pounds sterling) (plus any accrued but

unpaid amount due in respect of the annual profit rate or interest thereon) payable

to the Vendor (or its nominated Affiliate) in accordance with Clause 3.4;

Second Long-Term Loan Payment Datehas the meaning given to it in Clause 3.4;

Set-off Due Amount means the amount (if any) payable by the Vendor to the

Purchaser in respect of a Resolved Claim;

Shareholders Agreement means the agreement relating to the conduct of the

affairs of the Company and to be entered into between the Vendor, the Purchaser

and the other shareholders of the Company and the Company in a form to be

agreed between the parties acting reasonably based on the Short-Form

Shareholders Agreement;

Shares means 37,500 ordinary shares of 1 each in the capital of the Company

which represent seventy-five per cent. of the entire issued share capital of the

Company;

Short Form Shareholders Agreementmeans a short form agreement relating to

the conduct of the affairs of the Company in the agreed form as set out in Schedule

6;

Short-Term Loan Indebtednesshas the meaning given to it in Clause 4.1;

Short-Term Loan Payments means the payments to be made by the Club to theVendor pursuant to Clause 4;

Specified Warranties means the Warranties contained in Clauses 7.2.14 and 7.2.15;

Sport Capital (BVI) means Sport Capital Limited, a company incorporated in British

Virgin Islands with company number 1746253 whose registered office is at

Wickhams Cay, PO Box 146, Road Town, Tortola, British Virgin Islands;

Sport Capital and Flowers Debt means the aggregate principal amount of

1,945,000 (plus all interest and or profit accrued thereon) owed by the Club to SCL

(Guernsey) and Andrew Flowers and or his Affiliates;

Subsidiaries means the subsidiaries of the Company details of which are set out in

Part B of Schedule 1;

Taxation orTax means:

(a) any form of taxation and statutory, governmental, state, federal, provincial,

local governmental or municipal duty, impost, levy, tariff, charge,

contribution, deduction, withholding or liability of any nature wherever

imposed and whether or not any such taxation, duty, impost, levy, tariff,

charge, contribution, deduction, withholding or liability arises in respect of

any actual, deemed, gross or net income, profit or gain, or any receipt,


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payment, distribution, sale, purchase, disposal, use, occupation, franchise,

value, value added, property or other right and includes, without limitation,

all payroll and social security taxes (whether or not subject to PAYE), any

amounts payable pursuant to Chapter 3 Part 10 CTA 2010, any balancing

payment (within the meaning of Chapter 6 Part 4 TIOPA), any charge

pursuant to s.208 Finance Act 2004 and any amount payable in respect of, or

on account of, any of the foregoing; and

(b) any penalty, charge, surcharge, fine or interest payable in connection with

any amount falling within paragraph (a) or in connection with any non-

compliance or delay in complying with any legislative requirement (including

any requirement to register or to submit a notice or return) relating to the

administration or collection of any taxation, duty, impost, levy or tariff,

charge, contribution, deduction, withholding or liability mentioned in

paragraph (a);

Thomas Eggar Reportmeans the legal due diligence report dated 10 November

2012 prepared by Thomas Eggar LLP in relation to the acquisition of Leeds City

Holdings Limited by the Company expressly excluding any projections, forecasts or

other forward-looking information, any statements of opinion, any advice and any

other information that does not constitute historical factual information regarding

the Group, its business, operations or affairs;

TIOPA means the Taxation (International and Other Provisions) Act 2010;

VAT means value added tax (whether of the United Kingdom or elsewhere) and any

similar, replacement, additional or supplementary charge or tax;

VAT Regulations means the Value Added Tax Regulations 1995 (SI 1995/2518);

Vendor's Solicitorsmeans Gibson, Dunn & Crutcher LLP of Telephone House, 2-4

Temple Avenue, London EC4Y 0HB, United Kingdom; and

Warranties means the warranties set out in Clauses 7.1 and 7.2.

1.2

Construction

1.2.1

In this Agreement, unless otherwise specified or the context otherwiserequires:

(a)

words importing the singular only shall include the plural and vice

versa;

(b) words importing the whole shall be treated as including a reference

to any part thereof;

(c) words importing any gender shall include all other genders;

(d)

reference to a Schedule, Annexure, Exhibit or other attachment or to

any recital, clause or paragraph is to the relevant Schedule,


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Annexure, Exhibit, other attachment recital, clause or paragraph of

this Agreement;

(e) reference to this Agreement or to any other document is a reference

to this Agreement or to that other document as modified, amended,

varied, supplemented, assigned, novated or replaced from time totime as permitted by this Agreement;

(f) reference to any provision of law is a reference to that provision as

modified or re-enacted from time to time;

(g) reference to any statutory provision is a reference to any

subordinate legislation made under that provision from time to

time;

(h) reference to any legal term for any action, remedy, method of

judicial proceeding, legal document, legal status, court, official or

any legal concept, state of affairs or thing shall in respect of any

jurisdiction other than England be deemed to include that which

most closely approximates in that jurisdiction to the English legal

term;

(i) references to a time of day shall be to the time in Dubai, United

Arab Emirates, unless otherwise specified; and

(j) reference to any statute or statutory provision relating to Tax in the

United Kingdom shall include, without limitation, any equivalent ornearest equivalent thereof in any other relevant jurisdiction.

1.2.2 Any phrase in this Agreement introduced by the term include, including, in

particularor any such similar expression will be construed as illustrative and

will not limit the sense of the words preceding that term.

1.2.3

Headings used in this Agreement are for reference only and shall not affect

its construction or interpretation.

1.3 Other references

In this Agreement a reference to:

1.3.1 this Agreementmeans this Agreement and all Schedules, Annexures, Exhibits

and other attachments to this Agreement;

1.3.2 business daymeans a day which is not a Friday, Saturday, Sunday or public

holiday during which banks are open for normal banking business in London,

United Kingdom and Dubai, United Arab Emirates;

1.3.3 a document being in the agreed formmeans in a form agreed by the parties

or by the Vendor's Solicitors and the Purchaser's Solicitors and signed or


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initialled by or on behalf of the Vendor and the Purchaser for the purposes of

identification or executed contemporaneously with this Agreement;

1.3.4 personincludes any individual, firm, company, corporation, body corporate,

government, state or agency of state, trust or foundation, or any association,

partnership or unincorporated body of two or more of the foregoing(whether or not having separate legal personality and wherever incorporated

or established);

1.3.5 a subsidiarymeans a subsidiary as defined in section 1159 of the Companies

Act 2006 and a company shall be treated, for the purposes only of the

membership requirement contained in subsections 1159(1)(b) and (c), as a

member of another company even if its shares in that company are

registered in the name of (a) another person (or its nominee), whether by way

of security or in connection with the taking of security, or (b) its nominee;

1.3.6 a holding companymeans a holding company as defined in section 1159 of

the Companies Act 2006 and a company shall be treated, for the purposes

only of the membership requirement contained in subsections 1159(1)(b) and

(c), as a member of another company even if its shares in that company are

registered in the name of (a) another person (or its nominee), whether by way

of security or in connection with the taking of security, or (b) its nominee; and

1.3.7 written or in writing includes faxes and any non-transitory form of visible

reproduction or words including electronic mail but excluding text

messaging via mobile phone.

2. AGREEMENT FOR SALE

2.1 Sale and Purchase

Subject to the terms and conditions of this Agreement the Vendor shall sell, with full

title guarantee and the Purchaser shall purchase, as at Completion, the Shares.

2.2 Waiver of rights

The Vendor hereby waives or agrees to procure the waiver of any pre-emption rights

which may exist in relation to the Shares pursuant to the articles of association of theCompany or otherwise by the Completion Date.

2.3 Simultaneous acquisition

On Completion, the Purchaser shall not be obliged to complete the purchase of the

Shares and the Vendor shall not be obliged to complete the sale of the Shares

unless the purchase and sale of all the Shares is completed simultaneously.

2.4

Entitlement to dividends

The Purchaser shall be entitled to receive all dividends and distributions declared or

made by the Company in respect of the Shares on or after Completion.


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2.5 Purchaser knowledge

The Purchaser confirms to the Vendor that neither it nor any its Affiliates (excluding

the Company and the Subsidiaries) is actually aware of any fact, matter or event, the

import of which it knows as at Completion constitutes a breach of Warranty or

Indemnity.

2.6 The 2012 KB SPA

The Club shall be responsible for all payments under the 2012 KB SPA. The

Purchaser shall procure that the Club shall on demand indemnify the Vendor in

respect of any and all claims in respect of which the Vendor is found liable under or

in connection with the 2012 KB SPA. This indemnity does not extend to any

obligation for non-financial obligations of the Club or the Vendor, for example,

without limitation, confidentiality obligations.

3. PURCHASE CONSIDERATION

3.1 Consideration

The consideration for the sale by the Vendor of the Shares shall be up to

11,000,000 (eleven million pounds sterling) and shall comprise:

3.1.1

the Initial Consideration; and

3.1.2 the Deferred Consideration,

and the Purchaser shall procure that the Club:

3.1.3

repays the Short-Term Loan Indebtedness to the lender thereunder in

accordance with Clause 4; and

3.1.4 repays the Long-Term Loan Indebtedness to the lender thereunder in

accordance with Clause 3.4.

3.2

Initial Consideration

The Purchaser shall pay the Initial Consideration to the Vendor on Completion in

accordance with Clause 5.2.

3.3 Deferred Consideration

On the following dates, the Purchaser shall pay to Vendor:

3.3.1 on or before the First Deferred Payment Date an amount equivalent to the

First Deferred Payment; and


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3.3.2 on or before the Second Deferred Payment Date an amount equivalent to the

Second Deferred Payment (subject to Clause 7.4).

3.4 Long-Term Loan Repayments

The Long-Term Loan Indebtedness shall bear an annual profit rate of 2 per cent. perannum until such amounts are repaid in accordance with this Clause 3.4. The

Purchaser shall procure (as primary obligor) that the Club repays the Long-Term

Loan Indebtedness as follows:

3.4.1 the First Long-Term Loan Payment to the Lender under the Long-Term Loan

Indebtedness by not later than 31 August in the first season of the Club

being promoted to the Premier League after the date of this Agreement (the

First Long-Term Loan Payment Date) (and, for the avoidance of doubt, if

the Club secures promotion to the Premier League on any further occasion,

the First Long-Term Loan Payment shall not be payable pursuant to any suchfurther promotion); and

3.4.2 the Second Long-Term Loan Payment to the Lender under the Long-Term

Loan Indebtedness by not later than 31 August in the second year in which

the Club plays in the Premier League following the year in which the First

Long-Term Loan Payment Date occurs (the Second Long-Term Loan

Payment Date).

The parties shall cause the terms of the Long-Term Loan Indebtedness to be

amended and updated to reflect the terms of this Agreement as soon as

reasonably practicable following Completion.

3.5

Guarantee

The Purchaser shall give a guarantee in the form set out in Schedule 2 with respect

to the repayment by the Club of the Short-Term Loan Indebtedness and the Long-

Term Loan Indebtedness in accordance with this Agreement.

4. FURTHER RESTRUCTURING OF INDEBTEDNESS

4.1 The Purchaser acknowledges and agrees that as at the date hereof, the Club is

indebted to the Vendor and its Affiliates and/or Connected parties (not includingDavid Haigh or Sport Capital (BVI) or SCL (Guernsey) or Andrew Flowers (or any of

his Affiliates)) in the amount of 10,500,000 (ten million five hundred thousand

pounds sterling), in respect of short-term loan facilities provided to the Club by the

Vendor, its Affiliates and/or Connected parties (as amended following Completion to

give effect to the provisions of this Agreement, the Short-Term Loan

Indebtedness). The parties shall cause the terms of the Short-Term Loan

Indebtedness to be amended and updated to reflect the terms of this Agreement as

soon as reasonably practicable following Completion. The Short-Term Loan

Indebtedness shall bear an annual profit rate of 5 (five) per cent. per annum until

such amounts are repaid in accordance with this Clause 4.


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(c) Massimo Cellino be appointed as the Managing Director of the

Company;

(d) David Haigh be appointed as the Chief Executive Officer of the Club

at least until the end of the current football season;

(e) Salah Nooruddin be appointed as Chairman of the Club at least until

the end of the 2014/15 football season;

(f) a person nominated by the Purchaser be appointed as Honorary

President of the Club;

(g) Daniel Arty and Christopher Farnell be appointed as directors of the

Company; and

(h) the person nominated by the Purchaser be appointed as the

secretary of the Company (if required),

5.1.3 upon the relevant loans being amended, procure the release of Leeds City

Holdings Limited and Leeds United Football Club Limited from their charges

to Brendale Holdings Limited and Berrydale Seventh Sport Holdings Limited

registered at Companies House and procure the due filing of the forms MR04

at Companies House in respect thereof.

5.2 Purchaser's obligations

At Completion the Purchaser shall, subject to compliance by the Vendor with the

obligations set out in Clause 5.1:

5.2.1

telegraphically transfer to the Vendor's bank account detailed below (or such

other account of the Vendors as specified by the Vendors) the amount of

the Initial Consideration:

Standard Chartered Bank London

Swift :

For account of: Standard Chartered Bank Bahrain

Swift:

Beneficiary: Gulf Finance House BSC. Bahrain

SWIFT:

Account Number:

; and


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5.2.2 deliver an executed original copy of the Charge Documentation in the agreed

form to the Vendor's solicitors.

5.3 Failure to comply

5.3.1

If in any respect the obligations set out in this Clause 5, (i) the Vendor are noteach complied with by the Completion Date; or (ii) of the Purchaser are not

complied with on the Completion Date, the party not in default shall not be

obliged to complete this Agreement and may (without prejudice to its rights

under this Agreement):

(a) defer Completion to a date not more than 28 days after that date;

(b) proceed to Completion as far as practicable (but not including

completion of some only of the Shares); or

(c)

waive all or any of the requirements set out in Clause 5.1 (if the

Vendor is the defaulting party) or 7.2 (if the Purchaser is the

defaulting party) at its discretion by means of a notice to that effect

in writing served on the other.

5.3.2 If, and only if, the party not in default shall have deferred Completion in

accordance with Clause 5.3.1 for a period of at least 21 days and the party in

default is still unable to comply with the obligations in this Clause 5 and

Schedule 3 by such date, then the party not in default may rescind this

Agreement by way of written notice.

5.4 Continuing obligations

The provisions of this Agreement in so far as the same shall not have been

performed at Completion (other than the Warranties) shall not be extinguished or

affected by Completion, or by any other event or matter whatsoever, except by a

specific and duly authorised written waiver or release by the party affected. The

Warranties shall survive Completion as set out in Schedule 4.

6. POST-COMPLETION OBLIGATIONS

6.1

The Vendor and the Purchaser undertake that as soon as practicable and in anyevent within 40 business days of Completion, they shall at their own respective cost,

use all reasonable endeavours to effect the Reorganisation, execute the Charge

Documentation, and enter into the Shareholders Agreement in substitution for the

Short-Form Shareholders Agreement. From Completion until the entry into the

Shareholders Agreement, the parties agree to manage and conduct the affairs of the

Company in accordance with the Short-Form Shareholders' Agreement. If the

Reorganisation does not occur within such period permitted by the Vendor (being

not less than 40 business days of this Agreement), the Purchaser shall procure that

the Charge Documentation is entered into by the Purchaser over the Shares.

6.2 Following Completion, the Purchaser shall:


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6.2.1 use all reasonable endeavours to deliver to the Vendor a certified copy of the

written confirmation from The Football League Limited that any individual

person associated with the Purchaser who falls within the definition of Club

Director (including, without limitation, any individual person that the

Purchaser proposes to appoint to the Board or any board of another member

of the Group and any person who Controls the Purchaser) is not subject to a

"Disqualifying Condition" as defined in Appendix 3 to the Regulations (with

Control being as defined in the explanatory notes to the Regulations);

6.2.2 seek to attract leading player and management talent to the Club and to

increase sponsorship revenues so as to secure promotion to the Premier

League and thereafter, qualify for the European Football Championships. In

particular, the Purchaser shall seek to make further funding available to the

Club as and when required on arms length commercial terms which does not

affect any repayment of the Short-Term Indebtedness or the Long-Term

Indebtedness; and

6.2.3 procure that the Club settles the Enterprise Insurance Debt as it falls due,

subject the Vendor procuring that David Haigh uses all reasonable

endeavours to negotiate a reduction or deferral in the amount to be paid, or

the date that such payment is required.

7. VENDORS WARRANTIES

Warranties

7.1

The Vendor warrants to the Purchaser as at the date hereof and as at theCompletion Date that:

7.1.1 the Vendor is duly incorporated and validly existing under the laws of its

place of incorporation;

7.1.2 the Vendor has full power and authority to enter into and perform this

Agreement and this Agreement when executed will constitute valid and

binding obligations on the Vendor, in accordance with its terms;

7.1.3 the execution and delivery of, and the performance by the Vendor of its

obligations under this Agreement will not:

(a) result in a breach of any provision of the articles of association or

constitutional documents of the Vendor; or

(b) result in a breach of any law, order, judgment or decree of any court

or governmental agency to which the Vendor is a party or by which

any Vendor is subject or bound;

7.2

Subject to the matters Fairly Disclosed and the other terms and conditions of this

Agreement, the Vendor warrants to the Purchaser as at Completion that:


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7.2.1 it is the sole legal and beneficial owner of the Shares;

7.2.2 the Shares are free from all Encumbrances;

7.2.3 the Shares are fully paid or credited as fully paid;

7.2.4 the Company has not since the date of its incorporation, nor will it have, at

Completion any liabilities or assets other than shares in Leeds City Holdings

Limited;

7.2.5 the Company has not, since the date of its incorporation, traded;

7.2.6 other than in connection with the Sport Capital and Flowers Debt, as at the

date hereof, neither the Company nor any of its Subsidiaries is a party to any

option agreement or subject to any other rights or obligations which require

the issue or allotment or transfer of any share in the Company or any interest

in any share in the Company;

7.2.7 other than in connection with the Sport Capital and Flowers Debt, since 20

December 2012 (the Acquisition Date) neither the Vendor, the Company nor

any of the Subsidiaries has agreed to confer any right to require, at any time,

the transfer, creation, issue or allotment of any share, loan capital or other

securities (or any rights or interest in them) of the Company or any of the

Subsidiaries, and so far as the Vendor is aware, no person has (i) claimed in

writing, or (ii) served notice on the Company claiming, any such right;

7.2.8

since the Acquisition Date, other than as entered into in connection with theShort-Term Indebtedness and Long-Term Indebtedness or as set out in

Schedule 1, no Encumbrance has been granted to any person or otherwise

exists affecting:

(a) any issued shares or assets of the Subsidiaries; or

(b) any unissued shares, debentures or other unissued securities or

assets of the Company or any of the Subsidiaries, and

(c) so far as the Vendor is aware and other than as disclosed in the

Thomas Eggar Report (i) no such Encumbrance had been grantedprior to the Acquisition Date, and (ii) since the Acquisition Date, no

commitment to create any such Encumbrance has been given, nor

has any person served notice on the Company to claim any such

rights;

7.2.9 since the Acquisition Date, other than as Fairly Disclosed the Company has

not:

(a)

purchased, redeemed, reduced, forfeited or repaid any of its own

share capital; or


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(b) issued any securities that are convertible into Shares (other than in

connection with the Sport Capital and Flowers Debt);

7.2.10 since the Acquisition Date no shares in the capital of the Company or any of

the Subsidiaries have been issued, and no transfer of any such shares has

been registered, except between the GFH Parties (as such term is defined inthe Short Form Shareholders Agreement) and in accordance with all

applicable laws and the memorandum and articles of association of the

Company or the relevant Subsidiary (as the case may be) and so far as the

Vendor is aware, all such transfers have been duly stamped (where

applicable);

7.2.11

since the Acquisition Date, other than the Short-Term Indebtedness and

Long-Term Indebtedness, no Connected party of the Vendor has entered into

on behalf of the Company or the Group any obligation, commitment or

potential liability which has not been Fairly Disclosed or is otherwise on arms-length commercial terms;

7.2.12 following the Further Restructuring of the Indebtedness pursuant to Clauses

3.4 and 4, the Debt (excluding the Sport Capital and Flowers Debt, and the

Enterprise Insurance Debt) shall not exceed the aggregate of:

(a) 10,500,000 in respect of the Short-Term Loan Indebtedness; and

(b) 13,500,000 in respect of the Long-Term Loan Indebtedness

(except that in each case, the parties recognise that any waiver,novation/assignment or capitalization in accordance with such Further

Restructuring of Indebtedness may take place after Completion);

7.2.13 so far as the Vendor is aware, the factual information contained in the

Thomas Eggar Report was true, accurate and complete as at the date of its

preparation. For the avoidance of doubt, no warranty is given with respect of

any projection, forward-looking statement, statement of opinion or legal

advice contained therein;

7.2.14 notice to terminate the Original SPA has been sent to Sport Capital (BVI) in

accordance with its terms; and

7.2.15 the Financial Information Statement sets out a true and accurate statement of

the total assets and total liabilities of the Company as at the Completion Date

and will not be misleading in any material respect, applying a consistent use

of all accounting policies and treatments used in respect thereof, whether by

omission or otherwise (material for the purposes of this Clause 7.2.15 means

a discrepancy of 100,000 (one hundred thousand pounds sterling) or more

in respect of any item).

7.3

Vendors Indemnities


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The Vendor agrees to indemnify and keep the Purchaser and the Company

indemnified against all Costs which are suffered or incurred by any of them, and

which arise directly or indirectly in connection with any breach of the Warranties

contained in Clauses 7.2.1, 7.2.2, 7.2.3 or 7.2.12.

7.4

Purchaser's Right of Set-Off

In the event of a Resolved Claim, the Purchaser's sole remedy shall be the right to

deduct any Set-Off Due Amount (up to a maximum of 1,000,000 for all Resolved

Claims) from the amount of from the amount of the payment due under clause 4.2.3

(being the final installment of the Short-Term Loan Indebtedness).

7.5 Purchaser's remedies

The rights and remedies of the Purchaser in respect of any breach of the Warranties

shall not be affected by:

7.5.1 the Purchaser failing to exercise or delaying the exercise of any of its rights or

remedies; or

7.5.2 any other event or matter whatsoever except a specific and duly authorised

written waiver or release.

7.6

Knowledge of the Vendor

Where any Warranty refers to the knowledge, information or belief or awareness of

the Vendor, such knowledge, information, belief or awareness shall be limited to the

knowledge of the Board of Directors of the Vendor.

7.7 Information supplied by the Vendor, the Company, any Group Company or the

Officers

7.8

The Purchaser agrees that any information supplied by the Company or any Group

Company or by or on behalf of the employees, directors, agents, professional

advisers or officers of the Company or any Group Company (the Officers) to the

Purchaser or its advisers in connection with the Warranties shall not constitute a

warranty, representation or guarantee as to the accuracy of such information in

favour of the Purchaser and the Purchaser undertakes to the Vendor (on behalf ofthe Vendor and as trustee of the Company and its employees, directors, agents,

professional advisers or officers) that the Purchaser, on behalf of itself and its

Affiliates, waives and may not enforce any right which it may have in respect of a

misrepresentation, inaccuracy or omission in or from information or advice supplied

or given by Company or any Group Company.

7.9 Reliance

The Purchaser has entered into this Agreement in reliance of the Warranties.


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In the event that entering into and/or complying the terms of this Agreement results

in a breach of the Regulations, the Purchaser agrees to indemnify and keep the

Vendor, the Company, the Club and any of their respective employees, directors or

officers, indemnified against all Costs which are suffered or incurred by any of them,

in connection with such breach.

10.

ASSIGNMENT

10.1 Save in accordance with Clause 10.2, no party shall without the prior written consent

of the other party assign, transfer (in whole or in part) or charge or deal in any

manner with this Agreement or the benefit of or the rights under this Agreement.

Each party undertakes to the other party that, unless it assigns this Agreement to a

permitted assignee, it is and will continue to be a party to this Agreement for its own

benefit and not for the benefit of any other person.

10.2

Permitted Assignments

The Vendor (and any permitted assignee) may at any time assign all or any of its

rights and benefits under this Agreement (including the rights to receive the

Deferred Consideration, the Short-Term Loan Payments and the Long-Term Loan

Payments, if any) to any of its Affiliates on terms that (i) compel the re-assignment of

any such rights or benefits to the Vendor in the event that the transferee ceases to

by an Affiliate of the Vendor, and (ii) such Affiliate agrees to be bound by the other

terms of this Agreement by way of the execution of a customary deed of adherence

in a form and substance satisfactory to the Purchaser.

10.3

Rights of assignees

Any permitted assignee of a party under this Clause 10 shall be entitled to enforce

and be bound by the terms of this Agreement with effect from the date of

assignment as if it were a party to the Agreement. For the avoidance of doubt, until

a person becomes a permitted assignee, it shall not be entitled to enforce any term

of this Agreement whether as a third party or otherwise.

11. FURTHER ASSURANCE

The Vendor shall take all necessary steps and co-operate fully with the Purchaser to

ensure that it obtains the full benefit of the Shares and shall, at the cost of the

Purchaser, execute such documents and take such other steps (or procure other

necessary parties to take such steps) as are necessary under applicable law for

vesting in the Purchaser all its rights and interests in the Shares and the full benefit

of this Agreement.

12. CONFIDENTIALITY

12.1 Prohibition on disclosure

Each of the parties hereby undertakes with the other, that it shall both during andafter the term of this Agreement preserve the confidentiality of, and not directly or


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Subject to Clause 13.2, neither party shall make any announcement in relation to this

Agreement or otherwise publicise its existence or its contents or use or refer to the

name, trade mark or trade name of the other party in any disclosure without the

prior written consent of the other party (such consent not to be unreasonably

withheld or delayed).

13.2

Exceptions

The provisions of Clause 13.1 shall not apply to disclosure of matters required to be

made:

13.2.1 in compliance with any requirement of law or regulation or pursuant to the

order of a court of competent jurisdiction; or

13.2.2 in response to a requirement of the regulations of the London Stock

Exchange plc, the UK Listing Authority, the Panel on Takeovers and Mergers,

the Financial Conduct Authority, the Bahrain Stock Exchange, the Central

Bank of Bahrain or other applicable regulatory authority,

provided that in each case, the disclosing party first, to the extent legally permissible,

first consults with the other party in relation to such disclosure.

13.3 No time limit

The restriction in Clause 13.1 shall apply without limit of time.

14. COSTS

All expenses incurred by or on behalf of the parties, including all fees of professional

advisers employed by either of the parties in connection with the negotiation,

preparation and execution of this Agreement shall be borne solely by the party

which incurred them.

15. PAYMENTS UNDER THE AGREEMENT

15.1 All sums payable to the Vendor pursuant to this Agreement shall be paid to the

Vendor's bank account detailed in Clause 5.2.1 (the Vendor's Solicitors being

irrevocably authorised to receive all such sums) and, for the avoidance of doubt, theVendor's Solicitors receipt shall be good discharge of the same and the Purchaser's

obligations in respect of payment of such sums shall automatically determine upon

payment of the sums to the Vendor's bank account in accordance with this

Agreement.

15.2 All sums payable by the Purchaser, the Vendor or any member of the Group

pursuant to this Agreement shall be paid free and clear of all deductions or

withholdings whatsoever, save only as may be required by law.


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16. AMENDMENTS

No amendment of this Agreement or any of the documents referred to in it shall be

effective unless it is in writing and signed by or on behalf of each of the parties.

17.

WAIVERS AND REMEDIES

17.1 Except as otherwise stated in this Agreement, the rights and remedies of each party

under this Agreement:

17.1.1 are in addition to and not exclusive of rights and remedies under the general

law; and

17.1.2 may be waived only in writing and specifically.

17.2 Delay in exercising or non-exercise of any right under this Agreement is not a waiver

of that right.

17.3 Partial exercise of any right under this Agreement shall not preclude any further or

other exercise of that right or any other right under this Agreement.

17.4 Waiver of a breach of any term of this Agreement shall not operate as a waiver of

breach of any other term or any subsequent breach of that term.

18.

ENTIRE AGREEMENT

18.1

Entire agreement

This Agreement (together with the documents referred to herein):

18.1.1 constitutes the entire agreement and understanding between the parties with

respect to the subject matter of this Agreement; and

18.1.2

supersedes and extinguishes any prior drafts, agreements, undertakings,

understandings, promises or conditions, whether oral or written, express or

implied between the parties relating to such subject matter.

18.2 Reliance

Each party acknowledges to the other that it has not been induced to enter into this

Agreement by nor has it relied upon any representation, promise, assurance,

warranty or undertaking (whether in writing or not) by or on behalf of the other

party or any other person save for those contained in this Agreement. Accordingly,

each of the parties acknowledges and agrees that the only remedy available to it in

respect of the subject matter of this Agreement shall be for breach of contract under

the terms of this Agreement and it shall have no right of action against any other

party in respect of any such representation, promise, assurance, warranty or

undertaking.

18.3 Fraud


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Fax Number: +973 17 540006

With a copy to:

Nicholas Tomlinson

Gibson Dunn & Crutcher LLPTelephone House

2-4 Temple Avenue

London, EC4Y OHB

Fax Number: +44 (0)20 7071 4244

The Purchaser:

Address: 57/28 Eastcastle Street, London W1W 8DH

For the attention of: Daniel Arty

or such other address or fax number as may be notified in writing by the relevant

party to the other party from time to time.

21.6 No electronic transmission

Any notice or communication given under this Agreement shall not be validly served

if sent by text messaging via mobile phone.

22.

COUNTERPARTS

22.1 Execution in counterparts

This Agreement may be signed in any number of counterparts and by the parties on

separate counterparts, but shall not be effective until each party has signed at least

one counterpart.

22.2

One Agreement

Each counterpart shall be treated as an original of this Agreement but all

counterparts shall together constitute one and the same agreement.

23.

GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it

(including any non-contractual claims or disputes) shall be governed by and

construed in accordance with the laws of England and Wales.

24. JURISDICTION

In relation to any legal action or proceedings (a) arising out of or in connection with

this Agreement or its implementation or effect or (b) relating to any non-contractual

obligations arising out of or in connection with this Agreement, each of the parties


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irrevocably submits to the non-exclusive jurisdiction of the English courts and waives

any objection to proceedings in such courts on the grounds of venue or on the

grounds that proceedings have been brought in an inappropriate forum.


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PART B THE SUBSIDIARIES

Leeds City Holdings Limited

Previous Names Leeds United Football Club Limited (changed on 06/06/2008)

Date of incorporation 03/04/2006

Place of incorporation England and Wales

Company number 05765697

Registered office Elland Road Stadium, Elland Road, Leeds, West Yorkshire, LS11

0ES

Issued share capital 1,400,000 divided into 140,000,000 shares of 0.01 each

Directors Salem Patel

David Lawrence Haigh

Abed Abdulrasool Abdulnabi Alzeera

Secretary David Lawrence Haigh

Accounting reference

date

30 June

Auditors Baker Tilly UK Audit LLP

Mortgages and charges Date

registered

21/06/2012

Type Debenture

Charge holder Compass Contract Services (UK) Limited

Date created 14/06/2012

Security Fixed and floating charge over the

undertaking and all of its property and assets

(present and future) in respect of all monies

due from the Company to the charge Holder

up to a maximum amount of 2,000,000


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Date

registered

Type

Charge holder

Date created

Date

registered

Type

22/06/2013

Charge code: 0576 5697 0004

Brendale Holdings Limited

contains fixed charge

20/06/2013

18/10/2013

Charge code: 0576 5697 0005

Charge holder

Date created

Security

Berrydale Seventh Sport Holdings Limited

15/10/2013

MRO1 contains fixed charge; notification of

addition or amendment of charge.


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Name Leeds United Football Club Limited

Previous name(s) Leeds United 2007 Limited (until 06/06/2008)



Company number 06233875

Registered office Elland Road Stadium, Elland Road, Leeds, West Yorkshire, LS11 0ES

Authorised share

capital

500,032 divided into 500,000 ordinary shares of 1 each and

32 preference shares of 1.00 each

Issued share capital 500,000 divided into 500,000 ordinary shares of 1 each

Shareholder Name Leeds City Holdings Limited

Shares 500,000 ordinary shares

Capacity Legal and beneficial owner

Directors Salem Patel

David Lawrence Haigh

Salah Abdulla Nooruddin



date

30 June



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Mortgages and charges Date registered 05/06/2008

Type Charge on Deposit

Charge holder Governor and Company of the Bank of Ireland

Date created 20/05/2008Secured on Account number 81596984 in respect of all

monies due or to become due from the

company to the Governor and Company of

the Bank of Ireland on any account

whatsoever

Date registered 21/06/2012

Type Debenture



Security Land with title numbers WYK792229,

WYK792185 and WYK792186 and a fixed and

floating charge over the undertaking and all

property and assets (present and future) in

respect of all monies due up to a maximum of

2,000,000


Type Legal Charge over Designated Bank Account

Charge holder Enterprise Insurance Company Plc


Security Account number with sort code

in respect of all monies due or to

become due from the Company to the Charge

holder or to become due from the company

to Enterprise Insurance Company Plc

Date registered22/06/2013

Type Charge code: 0623 3875 0006

Charge holder Brendale Holdings Limited


Security MR01 contains fixed charge, contains floating

charge, notification of addition to or

amendment of charge



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Name Leeds United Investments Limited

Previous name(s) Broomco (2596) Limited (changed on 30/07/2001)


Place of incorporation England and WalesCompany number 04240946

Registered office Elland Road, Leeds, West Yorkshire, LS11 0ES

Authorised share

capital

1,000 divided into 1,000 ordinary shares of 1.00 each

Issued share capital 2.00 divided into 2 ordinary shares of 1.00 each


Shares 2 ordinary shares


Director David Lawrence Haigh



date

30 June

Auditors --

Mortgages and charges None


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Name Leeds United 2007 Limited

Previous name(s) Leeds City Holdings Limited (changed on 06/06/2008)




0ES

Authorised share capital 1,000 divided into 1,000 ordinary shares of 1.00 each

Issued share capital 1 ordinary share of 1.00

Shareholders Name Leeds City Holdings Limited

Shares 1 ordinary share




Accounting reference date 28 February

Auditors --



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Name Leeds City Limited



Company number 05852123Registered office Elland Road, Leeds, West Yorkshire, LS11 0ES






Director David Lawrence HaighSecretary David Lawrence Haigh

Accounting reference date 30 June

Auditors --



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Name Leeds First Limited



Company number 06278942Registered office Elland Road Stadium, Elland Road, Leeds, West Yorkshire, LS11

0ES









Auditors --



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Name Yorkshire First Limited




0ES









Auditors --



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Name Leeds United Centenary Pavilion Limited




0ES

Authorised share capital The company does not have one









Mortgages and charges Date

registered

21/06/2012

Type Debenture



Security Fixed and floating charge over the

undertaking and all property and assets

(present and future) in respect of all monies

due or to become due from the Company to

the Charge holder up to a maximum of

2,000,000


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Name Leeds United Financial Services Limited




0ES

Authorised share capital The company does not have one







Accounting reference date 30 September

Auditors --



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Name Elland Road Limited

Previous name(s) Charmed Garden Limited (changed on 03/11/2009)




0ES








Accounting reference date 31 August

Auditors --



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Name Leeds United Media Limited




0ES

Authorised share capital 100 divided into 100 ordinary shares of 1.00 each





Directors David Lawrence Haigh






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Name Yorkshire Radio Limited




0ES


Issued share capital 3,000 ordinary 3,000 ordinary shares of 1.00 each

Shareholders Name Leeds United Media Limited



Name Ruth Gregory



Name Benjamin Fry









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Name Fan Radio Limited

Previous name(s) Settar Limited (changed on 25/11/2005)




0ES



Shareholder Name Yorkshire Radio Limited






Auditors --



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SCHEDULE 2 THE GUARANTEE

1. In consideration of the Vendor entering into this Agreement with the Purchaser, the

Purchaser:

1.1 as primary obligor, guarantees to the Vendor (which for the purposes of thisSchedule shall include the relevant lender under the relevant facility) the due

and punctual performance by the Club and Leeds City Holdings Ltd (LCH)

of each and all of the obligations of the Club and LCH under and pursuant

to the Short Term-Loan Indebtedness and the Long-Term Loan

Indebtedness (the Guaranteed Agreements) when and if such obligations

shall become due and/or performable according to the terms of such

agreements (as are to be amended pursuant to the terms of this

Agreement); and

1.2 agrees, in addition to its obligations set out in paragraph 1.1, to indemnifythe Vendor on demand against any direct and foreseeable loss, damage,

cost (including reasonable and proper legal and other professional costs),

fine, penalty, sanction, legal remedy, compensation, court or tribunal order

and any other similar liability whatsoever that the Vendor or any of its

Affiliates may suffer, sustain or incur whether arising under statute, contract

or at common law by reason of any breach by the Club or LCH of its

obligations under and/or pursuant to the Guaranteed Agreements

howsoever arising, save that this paragraph 1.2 shall not be construed as

imposing greater obligations or liabilities on the Purchaser than are imposed

on the Club or LCH under the Guaranteed Agreements, and the Purchaser

shall have the benefits of all rights, counterclaims and defences available to

the Club and LCH.

2. The Purchaser agrees that it shall not in any way be released from liability in

connection with the guarantee contained in this Schedule by any act, omission,

matter or other thing whereby (in absence of this paragraph 2) the Purchaser would

or might be released in whole or in part from liability under the guarantee contained

in this Schedule including, whether or not known to the Purchaser:

2.1 any alteration in the obligations undertaken by the Club or LCH whether by

way of any addendum or variation to this agreement or otherwise;

2.2 the taking, variation, renewal or release of, the enforcement or neglect to

perfect or enforce any right, guarantee, remedy or security from or against

the Club, LCH or any other person; or

2.3 the dissolution, amalgamation, reconstruction, reorganisation, change in

status, function, control or ownership, insolvency, liquidation or the

appointment of an administrator or receiver of the Club, LCH or any other

person.

3. The guarantee contained in this Schedule shall be a primary obligation of the

Purchaser and accordingly the Vendor shall not be obliged before enforcing this


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guarantee contained in this Schedule to take any action in any court or arbitral

proceedings against the Club or LCH, to enforce any other security held by it in

respect of the obligations of the Club or LCH under the Guaranteed Agreements or

to exercise, levy or enforce any distress, diligence or other process of execution

against the Club or LCH, but the Vendor shall notify the Purchaser simultaneously of

its notification to the Club or LCH of any claim under this guarantee. In the event

that the Vendor brings proceedings against the Club or LCH, the Purchaser shall be

bound by any findings of fact, interim or final award or judgment made by an

arbitrator or the court in such proceedings.

5. The guarantee contained in this Schedule is a continuing guarantee, and accordingly,

shall remain in full force and effect (notwithstanding any intermediate satisfaction by

the Club or LCH, the Purchaser or any other person) until all obligations, warranties,

duties and undertakings now or in the future to be carried out or performed by the

Club or LCH under the Guaranteed Agreements have been satisfied or performed in

full and is not revocable and is in addition to and not in substitution for and shall notmerge with any other right, remedy, guarantee or security which the Vendor may at

any time hold for the performance of such obligations and may be enforced without

first having recourse to any such security.

6. The Purchaser shall reimburse the Vendor for all legal and other costs (including

VAT) reasonably and properly incurred by the Vendor and its Affiliates in connection

with the enforcement of the guarantee contained in this Schedule.


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SCHEDULE 3 COMPLETION DOCUMENTS

1. Duly executed transfer of the Shares in favour of the Purchaser or its nominees

together with the relevant share certificates (or a customary indemnity in relation

thereto).

2.

The resignations as deeds of each of the persons specified in Clause 5.1.2 (b) as

directors of the Company in which each of them shall acknowledge in the agreed

terms that he has no claims against the Company for compensation for loss of office

or otherwise.

3. All the statutory and other books of the Company and of the Subsidiaries (which

shall be written up to date) together with their certificates of incorporation (and any

certificate of incorporation on change of name) and common seals insofar as they

are in the possession of or under the control of the Vendor and not the Company or

the Subsidiaries or any of them).

4. The deeds and documents constituting title to the Properties insofar as they are in

the possession of or under the control of the Vendor (and not the Company or the

Subsidiaries or any of them).

5. Certified copies of the board minutes of the Company in respect of the board

meetings held pursuant to Clause 5.1.2.


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SCHEDULE 4 WARRANTY LIMITATIONS

1. DEFINITIONS

For the purposes of this Schedule:

1.1 Warranty Claim means a claim arising under and/or for breach of one or more

Warranties.

1.2 Claim Amount means, in respect of a Warranty Claim, the amount which may

recoverable from the Vendor in respect of that Warranty Claim.

2. FINANCIAL THRESHOLD FOR INDIVIDUAL CLAIMS

2.1 The Vendor shall have no liability in respect of an individual Warranty Claim if the

Claim Amount for that Warranty Claim, is less than 20,000 (twenty thousand

pounds sterling). However, for the purposes of this paragraph, two or more claimsarising out of, or in respect of, the same, or similar, facts or circumstances shall be

treated as comprising a single claim.

2.2 In the following paragraphs of this Schedule Relevant Claim means a Warranty

Claim that is not excluded by paragraph 2.1, or a Claim under the Indemnity (unless

specifically stated otherwise).

3.

AGGREGATE FINANCIAL THRESHOLD FOR CLAIMS

3.1 The Vendor shall have no liability in respect of a Relevant Claim:

3.1.1 unless the Claim Amount for that Relevant Claim; or

3.1.2 unless and until the Claim Amount for that Relevant Claim, when aggregated

with all other Claim Amounts in respect of other Relevant Claims,

shall exceed 500,000 (five hundred thousand pounds sterling) in respect of

Warranties that are not Specified Warranties, or 100,000 (one hundred thousand

pounds sterling) in respect of Specified Warranty 7.2.14, and zero in respect of

Specified Warranty 7.2.15.

3.2

Where a Claim Amount, or (as the case may be) the aggregate of all the Claim

Amounts, exceeds 500,000 (five hundred thousand pounds sterling) or 100,000

(one hundred thousand pounds sterling) as applicable, the Vendor shall be liable for

the whole of the Claim Amount, or (as the case may be) the Claim Amounts, and not

just the excess over 500,000 (five hundred thousand pounds sterling), or 100,000

(one hundred thousand pounds sterling) in respect of Specified Warranty 7.2.14, and

zero in respect of Specified Warranty 7.2.15.

3.3

This paragraph 3 shall not apply to the Indemnity.

4.

NOTIFICATION OF CLAIMS


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4.1 The Vendor shall have no liability in respect of a Relevant Claim unless notice in

writing of the Relevant Claim (stating so far as practicable, the nature of the Relevant

Claim and the Claim Amount) has been given to the Vendor on or before the second

anniversary of Completion in the case of a Warranty Claim or a Claim under the

Indemnity, save in respect of Specified Warranties in which case notice in writing of

the Relevant Claim (stating so far as practicable, the nature of the Relevant Claim

and the Claim Amount) must be given to the Vendor on or before the date falling six

weeks after the date of this Agreement. Any Relevant Claim which has been made

against the Vendor and which has not been previously satisfied, settled or withdrawn

shall be deemed to have been withdrawn and shall become fully barred and

unenforceable on the expiry of the period of 6 months commencing on the date on

which notice of the Relevant Claim was given to the Vendor in accordance with this

paragraph 4.1, unless legal proceedings in respect of the Relevant Claim shall have

been properly issued and served on the Vendor within such 6 month period and are

being pursued with reasonable diligence.

4.2 The time limits in paragraph 4.1 shall not exclude or limit any Relevant Claim in

respect of a liability which is contingent or unascertained where written notice of the

Relevant Claim (stating, so far as practicable, the nature and amount of the Relevant

Claim) is given to the Vendor before the expiry of the relevant periods specified in

those paragraphs.

4.3 Where notice of a Relevant Claim against the Vendor has been duly given and part

of such Relevant Claim relates to a liability which is contingent:

4.3.1 the Vendor shall have no liability to the Purchaser in respect of that part of

the Relevant Claim until such time as the contingent liability becomes an

actual liability; and

4.3.2 (unless it has been previously satisfied, settled or withdrawn) that part of the

Relevant Claim shall be deemed to have been withdrawn and shall become

fully barred and unenforceable on the expiry of the period of 6 months

commencing on the date on which the contingent liability became an actual

liability, unless legal proceedings in respect of that part of such Relevant

Claim shall have been properly issued and served on the Vendor within such

6 month period and are being pursued with reasonable diligence.

5. MAXIMUM LIMIT FOR CLAIMS

5.1 The aggregate liability of the Vendor in respect of all Relevant Claims when

aggregated with its other liabilities under this Agreement shall not exceed the lower

of:

5.1.1 11,000,000 (eleven million pounds sterling), (or, if such amount has not

been received, the amount actually received by the Vendor) excluding in

respect of Specified Warranties; and

5.1.2

75 per cent. of the underlying loss suffered by the Company or any of the

Subsidiaries (without double counting).


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5.2 The aggregate liability of the Vendor in respect of all Relevant Claims in respect of

Specified Warranties shall not exceed 1,000,000 (one million pounds sterling) which

may only be satisfied in accordance with Clause 7.4.

5.3 The Purchaser may only pursue Relevant Claims against the Vendor until the

aggregate cap on its liability set out in paragraphs 5.1 and 5.2 or is reached (asapplicable). For the avoidance of doubt each Relevant Claim made against, and

satisfied in full by, the Vendor shall reduce the Vendor's aggregate cap on liability by

the amount claimed under any such Relevant Claim.

6. OTHER LIMITATIONS

6.1 The Vendor shall have no liability in respect of any Relevant Claim to the extent that:

6.1.1 the Vendor remedies the relevant breach giving rise to such Relevant Claim

within 10 business days of being notified of the relevant Claim under

paragraph 4 above;

6.1.2 the fact, matter or circumstances relating to such Relevant Claim have been

Fairly Disclosed;

6.1.3 it arises or is increased as a result of the passing of, or a change in, any law

(or interpretation thereof) or administrative practice of any governmental

authority or regulatory authority (including The Football Association, The

Premier League Limited and The Football League Limited) after the

Completion Date;

6.1.4 it is provided for, or an allowance or reserve has been created in respect of

it, in the (i) unaudited consolidated balance sheet and profit and loss

account of the Company for the financial year ended 30 June 2013 and all

accompanying notes and appendices thereto or (ii) means the unaudited

management accounts of the Company and the Subsidiaries (whether

consolidated or not) for the period from 1 July 2013 to 31 October 2013;

6.1.5 it relates to any provisions of this Agreement or any of the agreements

entered into or amended in connection with this Agreement;

6.1.6

it relates to any provision of the memorandum or articles of association ofthe Company or other member of the Group (or equivalent constitutional

documents)

6.1.7 all matters which would be revealed by an online search at

http://direct.companieshouse.gov.uk of the file of the Club held at the

relevant office of the Registrar of Companies in the United Kingdom as at

the date hereof;

6.1.8

it relates to any loss for which the Purchaser or any member of the Group

has recovered any sum in full or partial satisfaction of such loss whether bycontribution or indemnity under applicable insurance; or


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6.1.9 it relates to any document listed on Annex A hereto insofar as it relates to

any Encumbrances over the Group.

6.2 The Purchaser is not entitled to recover damages or otherwise obtain payment,

reimbursement or restitution to the extent that would mean that the Purchaser has

recovered more than once in respect of the same loss or liability.

6.3 The Purchaser shall, and shall procure that each of its Affiliates (including, following

Completion, the Company and its Subsidiaries) shall, take all reasonable steps to

mitigate any losses which would give rise to a Relevant Claim.


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SCHEDULE 5 FINANCIAL INFORMATION STATEMENT


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SCHEDULE 6 SHORT-FORM SHAREHOLDERS' AGREEMENT

SHORT-FORM SHAREHOLDERS AGREEMENT

This Short-Form SHA is a schedule to the SPA between GFH Capital Limited (GFH) and Eleanora Sport Limited (ESL) dated 31

January 2014 relating to the sale of 75% of LUFC Holding Ltd (the SPA). This Short-Form SHA is legally binding on ESL and GFH and

will be replaced by a long-form shareholders agreement following Completion as provided for in the SPA. Terms not otherwise

defined herein shall have the meaning given in the SPA. These terms will apply to any other holding company following the

restructuring contemplated in the SPA and the long-form SHA will be adopted as part of that restructuring as provided in the SPA.

Organisational Provisions

The Company LUFC Holding Ltd, private limited company incorporated in the Cayman Islands (the Company).

Shareholdings Following Completion the Company will have the following shareholder structure (subject to the followingsentence): (i) ESL will own 75% of the Company consisting of 37,500 ordinary shares; (ii) GFH will own

10.46% of the Company consisting of 5,226.3 ordinary shares; Envest and Salah Nooruddin (togetherEN) will own 7.02% of the Company consisting of 3,511.4 ordinary shares; and (iv) InternationalInvestment Bank BSC (IIB, and together with EN and GFH, the GFH Parties) will own 7.52% of the

Company consisting of 3,762.2 ordinary shares. It is noted and accepted that following Completion, theGFH Parties will own an aggregate of 25% of the Company between them and that they plan to formallyrestructure their holdings to reflect the above stated percentages. Any transfers between the GFH Partiesfollowing Completion shall be a permitted transfer as noted below.

Loans and

Financing

Following Completion the Short Term Loan Indebtedness and the Long Term Loan Indebtedness will be

amended to reflect the terms of the SPA. The existing loans from Sport Capital Ltd will be repaid asprovided in the SPA. If the Company or the Club require additional funding as the board of the Company(the Board ) determines from time to time, then ESL shall be obliged to provide that financing (with

each of the other shareholders entitled to participate pro-rata to their shareholdings, but with no obligationto do so). As a part of such obligation, ESL shall provide loans to the Club equal to 1 million on signingof the SPA and in the near term 1 million as and when required but in any event on or prior to 10 February

2014. If emergency funding is required, then ESL can loan money to the Company or Club with Boardapproval, provided the other shareholders are subsequently offered the opportunity to participate pro-rata totheir respective shareholdings. The term of the loans shall be on arms length commercial terms (with amaximum interest rate or profit rate of 10% pa).

Further

Issuance of

Shares

Any new issues of shares by the Company shall be on a pre-emptive basis to all shareholders; and providedthat they are non-dilutive to the GFH Parties shareholding in the Company (meaning additional sharesmay be issued to them, to true-up the percentages subject to the UEFA fair play regulations if theCompany is required to increase its capital or capitalise existing loans from SCL (although that shall not

apply to the Short Term Indebtedness or Long Term Indebtedness, which shall always be payable asprovided in the SPA)), provided that in such circumstances the GFH Parties shall be offered the

opportunity to participate in the recapitalisation pro-rata to their percentage holding (through acquiringsome of the debt to be capitalised).

Constitutional

Documents

The Companys articles of association (the Articles) will be amended to reflect the terms of thisAgreement. To the extent that there is a conflict between the terms of this Agreement and the Articles thisAgreement will prevail.

Board and Governance Provisions

Constitutionand The Board (and board of the Club) will consist of at least 5 Directors (but no more than 7) with: (a) 2nominated, appointed and capable of being removed by GFH (the GFH Directors); and (b) up to 5


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Procedures of

the Board

nominated, appointed and capable of being removed by ESL (the ESL Directors), provided in each casethe applicable Football League or FA Premier League regulations (Football Regulations) are followed.

The first Directors shall be as set out in the SPA.

Each of the GFH Directors will have the right to be appointed to the board of any Group Company. TheLong Form SHA will set out the detailed customary procedures for the Board (and other relevant boards) tofollow, including procedures to appoint alternates. ESL shall appoint and remove the chairman of theBoard and the first chairman shall be Salah Nooruddin. The Group shall take out appropriate D&O

insurance cover.

Other than as noted in respect of the Reserved Matters below, the Board shall act by a simple majority, and

the Chairman shall in the case of equality of votes, not have any casting vote. The Board will have regularmeetings, at least every 2 months on a schedule to be mutually agreed. Any Director will be entitled to calla special meeting of the Board on not less than 5 business days notice. Directors will also be able toattend Board meetings by telephone or video conference. The Board shall have the full power to establishone or more other customary committees of the Board, which will must have at least one GFH Director and

be subject to the Reserved Matters. In the event of any related party transaction in which any Director orhis appointing shareholder (or either of their affiliates or connected persons) has an interest, then that

Director will not be able to vote or be counted in the quorum for that matter. Fuller provisions will beincluded in the Long-Form SHA.

The quorum for meetings of the Board shall be 2 Directors, comprised of at least one GFH Director if aReserved Matter is to be considered. If a quorum is not present, then the meeting shall be adjourned for 2business days and be held at the same place and time, although the quorum at any adjourned meeting willbe any two Directors present. Directors will not be paid a salary (except if they are also employees)although reasonable expenses will be refunded.

Senior

Management

The Group shall delegate the day to day operations of the Company and the Club to the Managin