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

i
 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

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 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

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 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;

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 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.

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 “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.

3
 “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.

4
 “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.

5
 “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.

6
 “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.

7
 “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.

8
 “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).

9
 “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.

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 “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.

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 “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.

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 “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.

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 “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)

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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)

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 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.

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 (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:

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 (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”.

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 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.

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 (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.

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 (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).

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 (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.

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 (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).

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 (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

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 (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.

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 (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”).

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 (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.

27
 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.

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 (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.

29
 (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.

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 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;

31
 (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;

32
 (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.

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 (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.

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 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.

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 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.

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 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.

37
 (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.

38
 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.

39
 (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.

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 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.

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 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.

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 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.

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 (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.

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 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.

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 (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.

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 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:

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 (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.

48
 (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.

49
 (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.

50
 (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).

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 (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).

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 (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.

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 (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.

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 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.

55
 (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.

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 (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.

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 (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.

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 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).

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 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.

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 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.

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 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.

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 (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
‎ chedule 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
S
and effect and (C) the Football Association Approval shall have been obtained and shall be in full force and effect.

63
 (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:

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 (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;

65
 (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

66
 (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.

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 (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.

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 (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 #####

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(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

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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.

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 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.

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 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.

73
 (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.

74
 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.

75
 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]

76
 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

CLAUSE PAGE

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

i
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

ii
 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;

1
“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.

2
 “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

3
 (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:

(a) a Trawlers Party;

(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

4
 (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.

5
“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.

6
 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;

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 (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.

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 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.

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 SPECIFIC RIGHTS ATTACHING TO SHARES

13. Participation

(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.

14. Voting Rights

(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.

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16. Conversion Rights

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.

(b) Automatic Conversion.

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.

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 (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.

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 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.

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 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.

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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.

15
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).

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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.

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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.

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 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.

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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.

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 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.

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 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.

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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.

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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.

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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.

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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.

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 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.

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 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.

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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.

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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.

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 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;

(ii) declare dividends;

(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.

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 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.

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 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;

33
 (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.

34
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.

35
 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.

36
 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.

37
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.

38
 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 “Registrable Securities” shall mean any publicly traded common shares of the capital stock of the Issuer held by or issuable to a
Securities 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 Within 30 days of the Closing (as defined in the Agreement), the Issuer will file and thereafter keep effective a registration statement
Registration 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 Holders may, at any time and from time to time, request that the Issuer prepare and file a registration statement (or prospectus
Registration Rights 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 Unlimited demand rights.
Rights Permitted

Selection of Managing underwriter(s) to be selected by Holders representing a majority of the Registrable Securities included in any Demand
Underwriters Registration.

Procedures for The Issuer will provide for the delivery of customary diligence, documentation and deliverables (including, without limitation,
Underwriting 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 Customary requirements to enter into holdback agreements from any parties, and for the periods, as may be requested by the
Agreements managing underwriter(s) to a Demand Registration.

Cutback Rights Customary, at managing underwriter’s discretion subject to the priority provisions below.

Priority on Demand Primary Registrations: first, to the Issuer, second, to securities requested to be included in such registration by Holders of
Registrations and Registrable Securities that can be sold, in the opinion of the underwriters, without any adverse effect, with any cutbacks pro rata,
Shelf Offerings 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 Customary periods to be agreed.

Periods

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 The Issuer will not grant any person any registration rights with respect to its securities that are prior in right, in conflict or
Rights 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

Owned Class A Owned Class B

Ordinary Ordinary
Seller Name Shares 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.

2
“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.

3
“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.

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“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)).

5
“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.

6
 “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));

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 (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.

8
 (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

9
 (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);

10
 (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.

11
 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);

12
 (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;

13
 (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.

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 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).

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 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).

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 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.

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 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

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 (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”).

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 (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.

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 (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.

21
 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.

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 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 #####

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 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.

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 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.

25
 (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.

26
 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.

27
 (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.

28
 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.

29
 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]

30
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

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

By: /s/ Darcie S. Glazer Kassewitz

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

By: Avram Glazer Irrevocable Exempt Trust, its sole member

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

By: /s/ Avram Glazer

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.

2
 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.

3
 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.

4
 (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:

5
If to the Company, to: with a copy to (which will not constitute notice):

MANCHESTER UNITED plc Latham & Watkins LLP

Sir Matt Busby Way, Old Trafford 1271 Avenue of the Americas
Manchester, England, M16 0RA New York, NY 10020
Attention: Patrick Stewart Attention: Justin G. Hamill, Robert M. Katz and Ian Nussbaum
Email: ##### 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.

6
 (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.

7
 (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]

8
 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

Owned Shares*
Holder Name Class A Class B Options or other Address
Ordinary Ordinary convertible Company
Shares Shares 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.

2
 (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.

3
 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.

4
 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: #####

5
 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.

6
 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.

7
 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]

8
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: Media Relations:

Corinna Freedman Andrew Ward
Head of Investor Relations Director of Media Relations & Public Affairs
+44 738 491 0828 +44 161 676 7770
Corinna.Freedman@manutd.co.uk andrew.ward@manutd.co.uk