LIMITED GUARANTEE OF SIR JAMES ARTHUR RATCLIFFESir James Arthur Ratcliffe • December 26th, 2023 • Manchester United PLC • Services-amusement & recreation services
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 “I
GOVERNANCE AGREEMENTGovernance Agreement • December 26th, 2023 • Manchester United PLC • Services-amusement & recreation services • Delaware
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”).
VOTING AGREEMENTVoting Agreement • December 26th, 2023 • Manchester United PLC • Services-amusement & recreation services • New York
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).
TRANSACTION AGREEMENT BY AND AMONG TRAWLERS LIMITED SELLERS (solely for the limited purposes specified herein) AND MANCHESTER UNITED PLC December 24, 2023Transaction Agreement • December 26th, 2023 • Manchester United PLC • Services-amusement & recreation services • Delaware
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”).
