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
