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Dated 6 February 2014

(2)

(1)

GFH CAPITAL LIMITED

- and -

ELEONORA SPORT LIMITED

EXECUTION VERSION

AGREEMENT RELATING TO THE SALE AND PURCHASE OF 75 PER CENT. OF THE ISSUED SHARE CAPITAL OF LUFC HOLDING LIMITED

20013769.6

TABLE OF CONTENTS

No.

Heading

Page

1.

DEFINITIONS AND INTERPRETATION

1

2.

AGREEMENT FOR SALE

9

3.

PURCHASE CONSIDERATION

10

4.

FURTHER RESTRUCTURING OF INDEBTEDNESS

11

5.

COMPLETION

12

6.

POST-COMPLETION OBLIGATIONS

14

7.

VENDOR’S WARRANTIES

15

8.

LIMITATIONS OF LIABILITY

19

9.

PURCHASER'S WARRANTIES

19

10.

ASSIGNMENT

20

11.

FURTHER ASSURANCE

20

12.

CONFIDENTIALITY

20

13.

ANNOUNCEMENTS

21

14.

COSTS

22

15.

PAYMENTS UNDER THE AGREEMENT

22

16.

AMENDMENTS

23

17.

WAIVERS AND REMEDIES

23

18.

ENTIRE AGREEMENT

23

19.

SURVIVAL OF OBLIGATIONS

24

20.

RIGHTS OF THIRD PARTIES

24

21.

NOTICES

24

22.

COUNTERPARTS

26

23.

GOVERNING LAW

26

24.

JURISDICTION

26

SCHEDULE 1

26

PART A – THE COMPANY

26

PART B – THE SUBSIDIARIES

27

SCHEDULE 2 – THE GUARANTEE

43

SCHEDULE 3 – COMPLETION DOCUMENTS

45

SCHEDULE 4 – WARRANTY LIMITATIONS

46

SCHEDULE 5 – FINANCIAL INFORMATION STATEMENT

50

SCHEDULE 6 – SHORT-FORM SHAREHOLDERS' AGREEMENT

52

20013769.6

(i)

20013769.6

THIS AGREEMENT is made on 6 February 2014

BETWEEN:

(1)

GFH CAPITAL LIMITED (incorporated and registered in the Dubai International Financial Centre with company number 0117 whose principal place of business is at Office 402, Level 4, Precinct Building 3, Gate District, Dubai International Financial Centre, P.O. Box 506544, Dubai, United Arab Emirates (the Vendor); and

(2)

ELEONORA SPORT LIMITED (incorporated in England and Wales with company number 08862382 whose registered office is at 27/28 Eastcastle Street, London W1W 8DH (the Purchaser).

RECITALS:

(A)

The Company (as defined below) is a private company limited by shares incorporated in the Cayman Islands further details of which are set out in Part A of Schedule 1.

(B)

The Vendor has agreed to sell and the Purchaser has agreed to purchase seventy- five per cent. of the issued shares in the capital of the Company subject to and on the following terms and conditions, including obligations of up to £35,000,000 (thirty five million pounds sterling) comprising (i) £11,000,000 (eleven million pounds sterling) of consideration payable to the Vendor, (ii) repayment by the Club of £10,500,000 (ten million five hundred thousand pounds sterling) of existing short- term debt within four years from Completion, and (iii) repayment by the Club of £13,500,000 (thirteen million five hundred thousand pounds sterling) of existing long-term debt (with each of (ii) and (iii) guaranteed by the Purchaser).

AGREED TERMS:

1.

DEFINITIONS AND INTERPRETATION

1.1

In this Agreement, the following definitions apply:

2012 KB SPA means the share purchase agreement entered into between FSF Limited, Homer Group Investment Limited, Halton Sports Limited, Outram Ventures Limited, the Company and Mr Ken Bates relating to the acquisition of Leeds City Holdings Limited on 20 November 2012 (as amended on 27 November 2012 and 20 December 2012);

Affiliate means with respect to any specified person, a person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by, or is under common Control with the person specified;

Business means the business carried on by the Group of running the English professional football club Leeds United Football Club and all ancillary or related business of the Group at Completion;

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Charge Documentation means the documentation required to place a first fixed charge over the Shares (and upon the Reorganisation, over such shares in Leeds City Holdings Limited as shall then be owned by the Purchaser) as security for the Purchaser’s obligations hereunder substantially in the agreed form, and in relation to the shares in Leeds City Holdings Limited post-Reorganisation in such customary form as shall provide an equivalent level of security;

Claim means any claim made under this Agreement by the Purchaser;

Club means Leeds United Football Club Limited, a company incorporated and registered in England and Wales with company number 06233875 further details of which are set out in Part B of Schedule 1;

Club Director has the meaning given to it in the Regulations, including any person who is able to Control over the Club for the purposes of (and as defined in) Section 1 of Appendix 3 to the Regulations (including, for the avoidance of doubt, the Purchaser);

Company means LUFC Holding Limited, a company incorporated and registered in the Cayman Islands with company number MC-270270 further details of which are set out in Part A of Schedule 1;

Completion means completion of the sale and purchase of the Shares in accordance with Clause 5 of this Agreement;

Completion Date means the date on which Completion takes place;

Confidential Information means:

(a)

all information or data of any Group Company in relation to the Business (in whatever medium including in written, oral, visual or electronic form and whether before or after the date of this Agreement) including all business, financial, commercial, technical, operational, organisational, legal, management and marketing information; and

(b)

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

(c)

any confidential information obtained by a party which relates the other party during the course of the negotiation and execution of this Agreement,

which in each case is not publicly available or otherwise in the public domain other than by reason of a breach by a party of the terms of this Agreement;

Connected or Connected party in relation to a person, has the meaning contained in section 1122 of the Corporation Tax Act 2010, and for the purposes of this Agreement, shall include any Affiliate or person Connected to the Chairman of the Club immediately prior to the execution of this Agreement;

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

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(a)

in the case of a body corporate, the right to exercise more than 50 per cent. of the votes exercisable at any meeting of that body corporate and/or the right to receive more than 50 per cent. of the economic interest in that body corporate and/or the right to appoint more than 50 per cent. of its directors;

(b)

in the case of a partnership or limited partnership, the right to exercise more than 50 per cent. of the votes exercisable at any meeting of partners of that partnership or limited partnership (and, in the case of a limited partnership, Control of each of its general partners) and/or the right to receive more than 50 per cent. of the economic interest in that partnership or limited partnership; or

(c)

in the case of any other person, the right to exercise a majority of the voting rights or otherwise the power to exercise or the actual exercise of control over that person and/or the right to receive more than 50 per cent. of the economic interest in respect of that person,

whether by virtue of provisions contained in its memorandum or articles of association or, as the case may be, certificate of incorporation or by-laws, statutes or other constitutional documents, partnership agreement or any contract or arrangement with any other persons, and Controlling shall be construed accordingly;

Costs means all claims, obligations, liabilities, losses, damages, costs (including reasonable legal costs) and expenses (including Taxation) or penalties in each case of any nature whatsoever, whensoever and howsoever arising;

CTA 2010 means the Corporation Tax Act 2010;

Debt means the aggregate amount of all financial debt (including any accrued but unpaid interest) of the Group at Completion to the Vendor or to any of its Affiliates or Connected parties (and for the avoidance of doubt, excluding payments under the 2012 KB SPA and any creditors and including for the avoidance of doubt Brendale Holdings Limited and Berrydale Seventh Sport Holdings Limited, Envest, Salah Nooruddin, Sport Capital (BVI), SCL (Guernsey) and David Haigh and each of their respective Affiliates);

Deferred

Deferred Payment;

Consideration

means

the

First

Deferred

Payment

and

the

Second

Deferred Payment Date(s) means the First Deferred Payment Date and the Second Deferred Payment Date (as the case may be);

Encumbrance means any interest of any person including, without prejudice to the generality of the foregoing, any fixed security, debenture, mortgage, charge, assignation, pledge, deposit by way of security, bill of sale, lease, hire-purchase, credit sale and other agreements for payment on deferred terms, right to acquire, option, lien or right of pre-emption, security interest, title retention or other right of retention or any other security agreement or arrangement whatsoever;

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Enterprise Insurance Debt means a loan note instrument issued to Enterprise Insurance Company Plc by the Club constituting up to £1,500,000 7% fixed rate secured loan notes 2015 dated 22 October 2012, and any interest accruing thereon;

European Football Championships means the UEFA Champions League or the UEFA Championship Cup (or any replacements thereof);

Fairly Disclosed means fair disclosure of all material facts and matters with sufficient detail to enable the Purchaser to identify the nature and scope of the fact, matter or circumstance so disclosed;

Financial Information Statement means the statement setting out as at the date of this Agreement inter alia the total assets and total liabilities of the Company and its Subsidiaries, and the information on their respective revenues and expenses, as set out in Schedule 5;

First Deferred Payment means the sum of £1,000,000 (one million pounds sterling) payable, in cash, to the Vendor by the Purchaser on the First Deferred Payment Date in accordance with Clause 3.3;

First Deferred Payment Date means 10 February 2014;

First Long-Term Loan Payment means the first additional payment of £7,000,000 (seven million pounds sterling) (plus any accrued but unpaid amount due in respect of the annual profit or interest rate thereon) payable to the Vendor (or its nominated Affiliate) in accordance with Clause 3.4;

First Long-Term Loan Payment Date has the meaning given to it in Clause 3.4;

Group means the Company and the Subsidiaries together and Group Company shall mean any member of the Group;

Indemnity means the indemnity set out in Clause 7.3;

Initial Consideration means the sum of £5,000,000 (five million pounds sterling) payable, in cash, to the Vendor by the Purchaser on the Completion Date in accordance with Clause 3.2;

Original SPA means the share sale and purchase agreement between the Vendor (1) and Sport Capital (BVI) (2) dated 28 November 2013 (as amended);

Long-Term Loan Indebtedness means the £13,500,000 (thirteen million five hundred thousand pounds sterling) loan facility with an annual profit rate of 2 per cent. from a Connected party of the Vendor to the Club pursuant to the amended and restated loan agreement amended after Completion in a form to reflect the provisions of this Agreement;

Long-Term Loan Payments means the First Long-Term Loan Payment and the Second Long-Term Loan Payment;

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Premier League means the Football Association Premier League managed by the Football Association Premier League Limited (company number: 02719699) whose registered office is at 30 Gloucester Place, London W1U 8PL (or any successor of either of the same);

Purchaser's Solicitors means Mishcon de Reya Solicitors of Summit House, 12 Red Lion Square, London WC1R 4QD;

Regulations means the Regulations promulgated by The Football League Limited dated 4 July 2013, as amended, modified and re-enacted from time to time, including where relevant any user guides and/or explanatory notes published from time to time by The Football League Limited that are applicable to the same;

Reorganisation means the corporate reorganisation to be carried out by the Vendor and the Purchaser following Completion in a tax efficient manner for all parties and the Group so that following such reorganisation:

(a)

seventy-five per cent. of Leeds City Holdings Limited (a wholly owned subsidiary of the Company and direct parent of the Club) is held directly by the Purchaser;

(b)

the remaining twenty-five per cent. of Leeds City Holdings Limited is held by the GFH Parties (as such term is defined in the Short Form Shareholders Agreement) or any of their respective wholly-owned subsidiaries; and

(c)

the Company is one hundred per cent. directly or indirectly-owned by the Vendor or the GFH Parties.

Resolved Claim means a claim under the Specified Warranties given by the Vendor which has been:

(d)

finally agreed or settled in writing between the Purchaser and the Vendor as to both liability and quantum;

(e)

determined by a court of competent jurisdiction with no further rights of appeal; or

(f)

unconditionally and irrevocably withdrawn by the Purchaser in writing (in which case the Set-off Due Amount (as the case may be) will be £0;

SCL (Guernsey) means Sport Capital Limited, a company incorporated in Guernsey, Channel Islands with company number 57556, and whose registered office is at Granary House, The Grange, St Peter Port, Guernsey, GY1 2QG, Channel Islands;

Second Deferred Payment means the sum of £5,000,000 (five million pounds sterling) payable, in cash, to the Vendor by the Purchaser on or before the Second Deferred Payment Date in accordance with Clause 3.3;

Second Deferred Payment Date means 14 December 2014;

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Second Long-Term Loan Payment means the second additional payment of £6,500,000 (six million five hundred thousand pounds sterling) (plus any accrued but unpaid amount due in respect of the annual profit rate or interest thereon) payable to the Vendor (or its nominated Affiliate) in accordance with Clause 3.4;

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

Set-off Due Amount means the amount (if any) payable by the Vendor to the Purchaser in respect of a Resolved Claim;

Shareholders Agreement means the agreement relating to the conduct of the affairs of the Company and to be entered into between the Vendor, the Purchaser and the other shareholders of the Company and the Company in a form to be agreed between the parties acting reasonably based on the Short-Form Shareholders Agreement;

Shares means 37,500 ordinary shares of £1 each in the capital of the Company which represent seventy-five per cent. of the entire issued share capital of the Company;

Short Form Shareholders Agreement means a short form agreement relating to the conduct of the affairs of the Company in the agreed form as set out in Schedule

6;

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

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

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

Sport Capital (BVI) means Sport Capital Limited, a company incorporated in British Virgin Islands with company number 1746253 whose registered office is at Wickhams Cay, PO Box 146, Road Town, Tortola, British Virgin Islands;

Sport Capital and Flowers Debt means the aggregate principal amount of £1,945,000 (plus all interest and or profit accrued thereon) owed by the Club to SCL (Guernsey) and Andrew Flowers and or his Affiliates;

Subsidiaries means the subsidiaries of the Company details of which are set out in Part B of Schedule 1;

Taxation or Tax means:

(a) any form of taxation and statutory, governmental, state, federal, provincial, local governmental or municipal duty, impost, levy, tariff, charge, contribution, deduction, withholding or liability of any nature wherever imposed and whether or not any such taxation, duty, impost, levy, tariff, charge, contribution, deduction, withholding or liability arises in respect of any actual, deemed, gross or net income, profit or gain, or any receipt,

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payment, distribution, sale, purchase, disposal, use, occupation, franchise, value, value added, property or other right and includes, without limitation, all payroll and social security taxes (whether or not subject to PAYE), any amounts payable pursuant to Chapter 3 Part 10 CTA 2010, any balancing payment (within the meaning of Chapter 6 Part 4 TIOPA), any charge pursuant to s.208 Finance Act 2004 and any amount payable in respect of, or on account of, any of the foregoing; and

(b) any penalty, charge, surcharge, fine or interest payable in connection with any amount falling within paragraph (a) or in connection with any non- compliance or delay in complying with any legislative requirement (including any requirement to register or to submit a notice or return) relating to the administration or collection of any taxation, duty, impost, levy or tariff, charge, contribution, deduction, withholding or liability mentioned in paragraph (a);

Thomas Eggar Report means the legal due diligence report dated 10 November 2012 prepared by Thomas Eggar LLP in relation to the acquisition of Leeds City Holdings Limited by the Company expressly excluding any projections, forecasts or other forward-looking information, any statements of opinion, any advice and any other information that does not constitute historical factual information regarding the Group, its business, operations or affairs;

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

VAT means value added tax (whether of the United Kingdom or elsewhere) and any similar, replacement, additional or supplementary charge or tax;

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

Vendor's Solicitors means Gibson, Dunn & Crutcher LLP of Telephone House, 2-4 Temple Avenue, London EC4Y 0HB, United Kingdom; and

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

1.2

Construction

1.2.1 In this Agreement, unless otherwise specified or the context otherwise requires:

(a)

words importing the singular only shall include the plural and vice versa;

(b)

words importing the whole shall be treated as including a reference to any part thereof;

(c)

words importing any gender shall include all other genders;

(d)

reference to a Schedule, Annexure, Exhibit or other attachment or to any recital, clause or paragraph is to the relevant Schedule,

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Annexure, Exhibit, other attachment recital, clause or paragraph of this Agreement;

(e)

reference to this Agreement or to any other document is a reference to this Agreement or to that other document as modified, amended, varied, supplemented, assigned, novated or replaced from time to time as permitted by this Agreement;

(f)

reference to any provision of law is a reference to that provision as modified or re-enacted from time to time;

(g)

reference to any statutory provision is a reference to any subordinate legislation made under that provision from time to time;

(h)

reference to any legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept, state of affairs or thing shall in respect of any jurisdiction other than England be deemed to include that which most closely approximates in that jurisdiction to the English legal term;

(i)

references to a time of day shall be to the time in Dubai, United Arab Emirates, unless otherwise specified; and

(j)

reference to any statute or statutory provision relating to Tax in the United Kingdom shall include, without limitation, any equivalent or nearest equivalent thereof in any other relevant jurisdiction.

1.2.2 Any phrase in this Agreement introduced by the term include, including, in particular or any such similar expression will be construed as illustrative and will not limit the sense of the words preceding that term.

1.2.3 Headings used in this Agreement are for reference only and shall not affect its construction or interpretation.

1.3 Other references

In this Agreement a reference to:

1.3.1 this Agreement means this Agreement and all Schedules, Annexures, Exhibits and other attachments to this Agreement;

1.3.2 business day means a day which is not a Friday, Saturday, Sunday or public holiday during which banks are open for normal banking business in London, United Kingdom and Dubai, United Arab Emirates;

1.3.3 a document being in the agreed form means in a form agreed by the parties or by the Vendor's Solicitors and the Purchaser's Solicitors and signed or

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initialled by or on behalf of the Vendor and the Purchaser for the purposes of identification or executed contemporaneously with this Agreement;

1.3.4 person includes any individual, firm, company, corporation, body corporate, government, state or agency of state, trust or foundation, or any association, partnership or unincorporated body of two or more of the foregoing (whether or not having separate legal personality and wherever incorporated or established);

1.3.5 a subsidiary means a subsidiary as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee;

1.3.6 a holding company means a holding company as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee; and

1.3.7 written or in writing includes faxes and any non-transitory form of visible reproduction or words including electronic mail but excluding text messaging via mobile phone.

2.

AGREEMENT FOR SALE

2.1

Sale and Purchase

Subject to the terms and conditions of this Agreement the Vendor shall sell, with full title guarantee and the Purchaser shall purchase, as at Completion, the Shares.

2.2

Waiver of rights

The Vendor hereby waives or agrees to procure the waiver of any pre-emption rights which may exist in relation to the Shares pursuant to the articles of association of the Company or otherwise by the Completion Date.

2.3

Simultaneous acquisition

On Completion, the Purchaser shall not be obliged to complete the purchase of the Shares and the Vendor shall not be obliged to complete the sale of the Shares unless the purchase and sale of all the Shares is completed simultaneously.

2.4

Entitlement to dividends

The Purchaser shall be entitled to receive all dividends and distributions declared or made by the Company in respect of the Shares on or after Completion.

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2.5

Purchaser knowledge

The Purchaser confirms to the Vendor that neither it nor any its Affiliates (excluding the Company and the Subsidiaries) is actually aware of any fact, matter or event, the import of which it knows as at Completion constitutes a breach of Warranty or Indemnity.

2.6

The 2012 KB SPA

The Club shall be responsible for all payments under the 2012 KB SPA. The Purchaser shall procure that the Club shall on demand indemnify the Vendor in respect of any and all claims in respect of which the Vendor is found liable under or in connection with the 2012 KB SPA. This indemnity does not extend to any obligation for non-financial obligations of the Club or the Vendor, for example, without limitation, confidentiality obligations.

3.

PURCHASE CONSIDERATION

3.1

Consideration

The consideration for the sale by the Vendor of the Shares shall be up to £11,000,000 (eleven million pounds sterling) and shall comprise:

3.1.1 the Initial Consideration; and

3.1.2 the Deferred Consideration,

and the Purchaser shall procure that the Club:

3.1.3 repays the Short-Term Loan Indebtedness to the lender thereunder in accordance with Clause 4; and

3.1.4 repays the Long-Term Loan Indebtedness to the lender thereunder in accordance with Clause 3.4.

3.2

Initial Consideration

The Purchaser shall pay the Initial Consideration to the Vendor on Completion in accordance with Clause 5.2.

3.3

Deferred Consideration

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

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

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3.3.2

on or before the Second Deferred Payment Date an amount equivalent to the Second Deferred Payment (subject to Clause 7.4).

3.4

Long-Term Loan Repayments

The Long-Term Loan Indebtedness shall bear an annual profit rate of 2 per cent. per annum until such amounts are repaid in accordance with this Clause 3.4. The Purchaser shall procure (as primary obligor) that the Club repays the Long-Term Loan Indebtedness as follows:

3.4.1 the First Long-Term Loan Payment to the Lender under the Long-Term Loan Indebtedness by not later than 31 August in the first season of the Club being promoted to the Premier League after the date of this Agreement (the First Long-Term Loan Payment Date) (and, for the avoidance of doubt, if the Club secures promotion to the Premier League on any further occasion, the First Long-Term Loan Payment shall not be payable pursuant to any such further promotion); and

3.4.2 the Second Long-Term Loan Payment to the Lender under the Long-Term Loan Indebtedness by not later than 31 August in the second year in which the Club plays in the Premier League following the year in which the First Long-Term Loan Payment Date occurs (the Second Long-Term Loan Payment Date).

The parties shall cause the terms of the Long-Term Loan Indebtedness to be amended and updated to reflect the terms of this Agreement as soon as reasonably practicable following Completion.

3.5

Guarantee

The Purchaser shall give a guarantee in the form set out in Schedule 2 with respect to the repayment by the Club of the Short-Term Loan Indebtedness and the Long- Term Loan Indebtedness in accordance with this Agreement.

4.

FURTHER RESTRUCTURING OF INDEBTEDNESS

4.1

The Purchaser acknowledges and agrees that as at the date hereof, the Club is indebted to the Vendor and its Affiliates and/or Connected parties (not including David Haigh or Sport Capital (BVI) or SCL (Guernsey) or Andrew Flowers (or any of his Affiliates)) in the amount of £10,500,000 (ten million five hundred thousand pounds sterling), in respect of short-term loan facilities provided to the Club by the Vendor, its Affiliates and/or Connected parties (as amended following Completion to give effect to the provisions of this Agreement, the Short-Term Loan Indebtedness). The parties shall cause the terms of the Short-Term Loan Indebtedness to be amended and updated to reflect the terms of this Agreement as soon as reasonably practicable following Completion. The Short-Term Loan Indebtedness shall bear an annual profit rate of 5 (five) per cent. per annum until such amounts are repaid in accordance with this Clause 4.

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4.2

The Purchaser shall procure (as primary obligor) that the Club repays the Short-Term Loan Indebtedness into the Vendor's bank account referred to in Clause 5.2.1 as follows:

4.2.1 £2,000,000 (two million pounds sterling) of the Short-Term Loan Indebtedness by not later than 14 December 2015;

4.2.2 £2,000,000 (two million pounds sterling) of the Short-Term Loan Indebtedness by not later than 14 December 2016; and

4.2.3 £6,500,000 (six million five hundred pounds sterling) of the Short-Term Loan Indebtedness by not later than 14 December 2017; or

plus any accrued but unpaid amount due in respect of the annual profit rate on such amounts.

4.3

By not later than 31 August in the first season of the Club being promoted to the Premier League after the date of this Agreement, the Purchaser shall procure (as primary obligor) that the Club repays the amount of Short-Term Loan Indebtedness (plus any accrued but unpaid amount due in respect of the annual profit rate on such amounts) not yet paid in accordance with clause 4.2.

5.

COMPLETION

Completion shall take place immediately after the execution of this Agreement at Leeds United Football Club, Elland Road Stadium, Elland Road, Leeds LS11 0ES.

5.1

Vendor's obligations

At Completion the Vendor shall:

5.1.1 deliver, give or make available to the Purchaser the documents listed in Schedule 3 (but only to the extent that such documents are not held by the Group or the Purchaser has informed the Vendor that such documents are not already held by or on behalf of the Purchaser); and

5.1.2 procure that a board meeting of the Company is held at which it shall be resolved that, subject to compliance by the Purchaser with the provisions of Clause 5.2.1:

(a)

the transfer in respect of the Shares be approved for registration and each transferee shall be registered as the holder of the Shares concerned in the Company's register of members and that share certificates in respect thereof be executed by the Company and delivered to the Purchaser;

(b)

the resignation of David Haigh, Mohamed Ameen Ali Hasan and Hazem Yusef Mohamed Abdulkarim as directors of the Company be tabled and approved;

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(c)

Massimo Cellino be appointed as the Managing Director of the Company;

(d)

David Haigh be appointed as the Chief Executive Officer of the Club at least until the end of the current football season;

(e)

Salah Nooruddin be appointed as Chairman of the Club at least until the end of the 2014/15 football season;

(f)

a person nominated by the Purchaser be appointed as Honorary President of the Club;

(g)

Daniel Arty and Christopher Farnell be appointed as directors of the Company; and

(h)

the person nominated by the Purchaser be appointed as the secretary of the Company (if required),

5.1.3 upon the relevant loans being amended, procure the release of Leeds City Holdings Limited and Leeds United Football Club Limited from their charges to Brendale Holdings Limited and Berrydale Seventh Sport Holdings Limited registered at Companies House and procure the due filing of the forms MR04 at Companies House in respect thereof.

5.2 Purchaser's obligations

At Completion the Purchaser shall, subject to compliance by the Vendor with the obligations set out in Clause 5.1:

5.2.1 telegraphically transfer to the Vendor's bank account detailed below (or such other account of the Vendor’s as specified by the Vendor’s) the amount of the Initial Consideration:

Standard Chartered Bank – London

Swift :

Consideration: Standard Chartered Bank – London Swift : For account of: Standard Chartered Bank – Bahrain

For account of: Standard Chartered Bank – Bahrain

Swift:

: For account of: Standard Chartered Bank – Bahrain Swift: Beneficiary: Gulf Financ e House BSC.

Beneficiary: Gulf Finance House BSC. – Bahrain

20013769.6

SWIFT:

Bank – Bahrain Swift: Beneficiary: Gulf Financ e House BSC. – Bahrain 20013769.6 SWIFT: Account Number:

Account Number:

Bank – Bahrain Swift: Beneficiary: Gulf Financ e House BSC. – Bahrain 20013769.6 SWIFT: Account Number:

; and

13

5.2.2

deliver an executed original copy of the Charge Documentation in the agreed form to the Vendor's solicitors.

5.3

Failure to comply

5.3.1 If in any respect the obligations set out in this Clause 5, (i) the Vendor are not each complied with by the Completion Date; or (ii) of the Purchaser are not complied with on the Completion Date, the party not in default shall not be obliged to complete this Agreement and may (without prejudice to its rights under this Agreement):

(a)

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

(b)

proceed to Completion as far as practicable (but not including completion of some only of the Shares); or

(c)

waive all or any of the requirements set out in Clause 5.1 (if the Vendor is the defaulting party) or 7.2 (if the Purchaser is the defaulting party) at its discretion by means of a notice to that effect in writing served on the other.

5.3.2 If, and only if, the party not in default shall have deferred Completion in accordance with Clause 5.3.1 for a period of at least 21 days and the party in default is still unable to comply with the obligations in this Clause 5 and Schedule 3 by such date, then the party not in default may rescind this Agreement by way of written notice.

5.4

Continuing obligations

The provisions of this Agreement in so far as the same shall not have been performed at Completion (other than the Warranties) shall not be extinguished or affected by Completion, or by any other event or matter whatsoever, except by a specific and duly authorised written waiver or release by the party affected. The Warranties shall survive Completion as set out in Schedule 4.

6.

POST-COMPLETION OBLIGATIONS

6.1

The Vendor and the Purchaser undertake that as soon as practicable and in any event within 40 business days of Completion, they shall at their own respective cost, use all reasonable endeavours to effect the Reorganisation, execute the Charge Documentation, and enter into the Shareholders Agreement in substitution for the Short-Form Shareholders Agreement. From Completion until the entry into the Shareholders Agreement, the parties agree to manage and conduct the affairs of the Company in accordance with the Short-Form Shareholders' Agreement. If the Reorganisation does not occur within such period permitted by the Vendor (being not less than 40 business days of this Agreement), the Purchaser shall procure that the Charge Documentation is entered into by the Purchaser over the Shares.

6.2

Following Completion, the Purchaser shall:

20013769.6

14

6.2.1 use all reasonable endeavours to deliver to the Vendor a certified copy of the written confirmation from The Football League Limited that any individual person associated with the Purchaser who falls within the definition of Club Director (including, without limitation, any individual person that the Purchaser proposes to appoint to the Board or any board of another member of the Group and any person who ‘Controls’ the Purchaser) is not subject to a "Disqualifying Condition" as defined in Appendix 3 to the Regulations (with ‘Control’ being as defined in the explanatory notes to the Regulations);

6.2.2 seek to attract leading player and management talent to the Club and to increase sponsorship revenues so as to secure promotion to the Premier League and thereafter, qualify for the European Football Championships. In particular, the Purchaser shall seek to make further funding available to the Club as and when required on arms’ length commercial terms which does not affect any repayment of the Short-Term Indebtedness or the Long-Term Indebtedness; and

6.2.3 procure that the Club settles the Enterprise Insurance Debt as it falls due, subject the Vendor procuring that David Haigh uses all reasonable endeavours to negotiate a reduction or deferral in the amount to be paid, or the date that such payment is required.

7.

VENDOR’S WARRANTIES

Warranties

7.1

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

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

7.1.2 the Vendor has full power and authority to enter into and perform this Agreement and this Agreement when executed will constitute valid and binding obligations on the Vendor, in accordance with its terms;

7.1.3 the execution and delivery of, and the performance by the Vendor of its obligations under this Agreement will not:

(a)

result in a breach of any provision of the articles of association or constitutional documents of the Vendor; or

(b)

result in a breach of any law, order, judgment or decree of any court or governmental agency to which the Vendor is a party or by which any Vendor is subject or bound;

7.2

Subject to the matters Fairly Disclosed and the other terms and conditions of this Agreement, the Vendor warrants to the Purchaser as at Completion that:

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15

7.2.1

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

7.2.2 the Shares are free from all Encumbrances;

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

7.2.4 the Company has not since the date of its incorporation, nor will it have, at Completion any liabilities or assets other than shares in Leeds City Holdings Limited;

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

7.2.6 other than in connection with the Sport Capital and Flowers Debt, as at the date hereof, neither the Company nor any of its Subsidiaries is a party to any option agreement or subject to any other rights or obligations which require the issue or allotment or transfer of any share in the Company or any interest in any share in the Company;

7.2.7 other than in connection with the Sport Capital and Flowers Debt, since 20 December 2012 (the Acquisition Date) neither the Vendor, the Company nor any of the Subsidiaries has agreed to confer any right to require, at any time, the transfer, creation, issue or allotment of any share, loan capital or other securities (or any rights or interest in them) of the Company or any of the Subsidiaries, and so far as the Vendor is aware, no person has (i) claimed in writing, or (ii) served notice on the Company claiming, any such right;

7.2.8 since the Acquisition Date, other than as entered into in connection with the Short-Term Indebtedness and Long-Term Indebtedness or as set out in Schedule 1, no Encumbrance has been granted to any person or otherwise exists affecting:

(a)

any issued shares or assets of the Subsidiaries; or

(b)

any unissued shares, debentures or other unissued securities or assets of the Company or any of the Subsidiaries, and

(c)

so far as the Vendor is aware and other than as disclosed in the Thomas Eggar Report (i) no such Encumbrance had been granted prior to the Acquisition Date, and (ii) since the Acquisition Date, no commitment to create any such Encumbrance has been given, nor has any person served notice on the Company to claim any such rights;

7.2.9 since the Acquisition Date, other than as Fairly Disclosed the Company has not:

(a) purchased, redeemed, reduced, forfeited or repaid any of its own share capital; or

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16

(b) issued any securities that are convertible into Shares (other than in connection with the Sport Capital and Flowers Debt);

7.2.10 since the Acquisition Date no shares in the capital of the Company or any of the Subsidiaries have been issued, and no transfer of any such shares has been registered, except between the GFH Parties (as such term is defined in the Short Form Shareholders Agreement) and in accordance with all applicable laws and the memorandum and articles of association of the Company or the relevant Subsidiary (as the case may be) and so far as the Vendor is aware, all such transfers have been duly stamped (where applicable);

7.2.11 since the Acquisition Date, other than the Short-Term Indebtedness and Long-Term Indebtedness, no Connected party of the Vendor has entered into on behalf of the Company or the Group any obligation, commitment or potential liability which has not been Fairly Disclosed or is otherwise on arms- length commercial terms;

7.2.12 following the Further Restructuring of the Indebtedness pursuant to Clauses 3.4 and 4, the Debt (excluding the Sport Capital and Flowers Debt, and the Enterprise Insurance Debt) shall not exceed the aggregate of:

(a)

£10,500,000 in respect of the Short-Term Loan Indebtedness; and

(b)

£13,500,000 in respect of the Long-Term Loan Indebtedness

(except that in each case, the parties recognise that any waiver, novation/assignment or capitalization in accordance with such Further Restructuring of Indebtedness may take place after Completion);

7.2.13 so far as the Vendor is aware, the factual information contained in the Thomas Eggar Report was true, accurate and complete as at the date of its preparation. For the avoidance of doubt, no warranty is given with respect of any projection, forward-looking statement, statement of opinion or legal advice contained therein;

7.2.14 notice to terminate the Original SPA has been sent to Sport Capital (BVI) in accordance with its terms; and

7.2.15 the Financial Information Statement sets out a true and accurate statement of the total assets and total liabilities of the Company as at the Completion Date and will not be misleading in any material respect, applying a consistent use of all accounting policies and treatments used in respect thereof, whether by omission or otherwise (material for the purposes of this Clause 7.2.15 means a discrepancy of £100,000 (one hundred thousand pounds sterling) or more in respect of any item).

7.3 Vendor’s Indemnities

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17

The Vendor agrees to indemnify and keep the Purchaser and the Company indemnified against all Costs which are suffered or incurred by any of them, and which arise directly or indirectly in connection with any breach of the Warranties contained in Clauses 7.2.1, 7.2.2, 7.2.3 or 7.2.12.

7.4 Purchaser's Right of Set-Off

In the event of a Resolved Claim, the Purchaser's sole remedy shall be the right to deduct any Set-Off Due Amount (up to a maximum of £1,000,000 for all Resolved Claims) from the amount of from the amount of the payment due under clause 4.2.3 (being the final installment of the Short-Term Loan Indebtedness).

7.5 Purchaser's remedies

The rights and remedies of the Purchaser in respect of any breach of the Warranties shall not be affected by:

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

7.5.2 any other event or matter whatsoever except a specific and duly authorised written waiver or release.

7.6 Knowledge of the Vendor

Where any Warranty refers to the knowledge, information or belief or awareness of the Vendor, such knowledge, information, belief or awareness shall be limited to the knowledge of the Board of Directors of the Vendor.

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

7.8 The Purchaser agrees that any information supplied by the Company or any Group Company or by or on behalf of the employees, directors, agents, professional advisers or officers of the Company or any Group Company (the Officers) to the Purchaser or its advisers in connection with the Warranties shall not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of the Purchaser and the Purchaser undertakes to the Vendor (on behalf of the Vendor and as trustee of the Company and its employees, directors, agents, professional advisers or officers) that the Purchaser, on behalf of itself and its Affiliates, waives and may not enforce any right which it may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice supplied or given by Company or any Group Company.

7.9 Reliance

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

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18

8.

LIMITATIONS OF LIABILITY

8.1

Limitation of Vendor's liability

The provisions of Schedule 4 shall operate to limit the liability of the Vendor under the Warranties and shall only apply to the Indemnity and this Agreement where specifically provided.

8.2

No limitation in case of fraud etc

The provisions of Schedule 4 shall not operate to limit the liability of the Vendor under or in connection with the Warranties where the liability arises as a result of fraud on the part of the Vendor, the Company, any Group Company or any of the officers or employees of the Company or any Group Company.

9.

PURCHASER'S WARRANTIES

9.1

Warranties

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

9.1.1 the Purchaser is duly incorporated and validly existing under the laws of its place of incorporation;

9.1.2 the Purchaser has full power and authority to enter into and perform this Agreement and this Agreement when executed will constitute valid and binding obligations on the Vendor, in accordance with its terms;

9.1.3 the execution and delivery of, and the performance by the Purchaser of its obligations under this Agreement will not:

(a)

result in a breach of any provision of the articles of association of the Purchaser; or

(b)

result in a breach of any law, order, judgment or decree of any court or governmental agency to which the Purchaser is a party or by which any Purchaser is subject or bound; and

9.1.4 the Purchaser has sufficient financial resources to meet its obligations to pay the Initial Consideration and the Deferred Consideration under this Agreement when they are due and also to guarantee the Club’s obligations to repay the Long-Term Loan Indebtedness and the Short-Term Loan Indebtedness under this Agreement when they are due.

9.2

Purchaser's Indemnity

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19

In the event that entering into and/or complying the terms of this Agreement results in a breach of the Regulations, the Purchaser agrees to indemnify and keep the Vendor, the Company, the Club and any of their respective employees, directors or officers, indemnified against all Costs which are suffered or incurred by any of them, in connection with such breach.

10.

ASSIGNMENT

10.1

Save in accordance with Clause 10.2, no party shall without the prior written consent of the other party assign, transfer (in whole or in part) or charge or deal in any manner with this Agreement or the benefit of or the rights under this Agreement. Each party undertakes to the other party that, unless it assigns this Agreement to a permitted assignee, it is and will continue to be a party to this Agreement for its own benefit and not for the benefit of any other person.

10.2

Permitted Assignments

The Vendor (and any permitted assignee) may at any time assign all or any of its rights and benefits under this Agreement (including the rights to receive the Deferred Consideration, the Short-Term Loan Payments and the Long-Term Loan Payments, if any) to any of its Affiliates on terms that (i) compel the re-assignment of any such rights or benefits to the Vendor in the event that the transferee ceases to by an Affiliate of the Vendor, and (ii) such Affiliate agrees to be bound by the other terms of this Agreement by way of the execution of a customary deed of adherence in a form and substance satisfactory to the Purchaser.

10.3

Rights of assignees

Any permitted assignee of a party under this Clause 10 shall be entitled to enforce and be bound by the terms of this Agreement with effect from the date of assignment as if it were a party to the Agreement. For the avoidance of doubt, until a person becomes a permitted assignee, it shall not be entitled to enforce any term of this Agreement whether as a third party or otherwise.

11.

FURTHER ASSURANCE

The Vendor shall take all necessary steps and co-operate fully with the Purchaser to ensure that it obtains the full benefit of the Shares and shall, at the cost of the Purchaser, execute such documents and take such other steps (or procure other necessary parties to take such steps) as are necessary under applicable law for vesting in the Purchaser all its rights and interests in the Shares and the full benefit of this Agreement.

12.

CONFIDENTIALITY

12.1

Prohibition on disclosure

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

20013769.6

20

indirectly use, otherwise than for the purposes of this Agreement, or disclose, any Confidential Information:

12.1.1 in the circumstances set out in Clause 12.2 below; or

12.1.2 with the prior written consent of the party to whose affairs such confidential information relates.

12.2

Permitted disclosures

The circumstances referred to in Clause 12.1.1 above are:

12.2.1 where the confidential information enters the public domain otherwise than as a result of a breach by any of the parties of its obligations in this Clause

 

12;

12.2.2 if and to the extent that disclosure is made:

 

(a)

in compliance with any requirement of law or regulation or pursuant to the order of a court of competent jurisdiction; or

(b)

in response to a requirement of the regulations of the London Stock Exchange plc, the UK Listing Authority, the Panel on Takeovers and Mergers, the Financial Conduct Authority, the Bahrain Stock Exchange, the Central Bank of Bahrain or other applicable regulatory authority or regulatory or governmental or fiscal body (including any self-regulatory organisation);

(c)

disclosed only to a party's Affiliates and to the professional advisers, auditors, insurers or bankers of each party and its Affiliates under suitable conditions of confidentiality;

(d)

the other party has given prior written approval to the disclosure; or

(e)

the information was lawfully in that party's possession prior to its disclosure to such party by the other party;

provided that any such information used or disclosable pursuant to this Clause 12.2.2 shall, so far as reasonably practicable, be used or disclosed only after consultation with the non-disclosing party.

12.2.3 No time limit

 

The restrictions contained in this Clause 12 shall continue to apply after the completion or termination of this Agreement without limit in time.

13.

ANNOUNCEMENTS

13.1

Prohibition on announcements

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21

Subject to Clause 13.2, neither party shall make any announcement in relation to this Agreement or otherwise publicise its existence or its contents or use or refer to the name, trade mark or trade name of the other party in any disclosure without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).

13.2

Exceptions

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

13.2.1 in compliance with any requirement of law or regulation or pursuant to the order of a court of competent jurisdiction; or

13.2.2 in response to a requirement of the regulations of the London Stock Exchange plc, the UK Listing Authority, the Panel on Takeovers and Mergers, the Financial Conduct Authority, the Bahrain Stock Exchange, the Central Bank of Bahrain or other applicable regulatory authority,

provided that in each case, the disclosing party first, to the extent legally permissible, first consults with the other party in relation to such disclosure.

13.3

No time limit

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

14.

COSTS

All expenses incurred by or on behalf of the parties, including all fees of professional advisers employed by either of the parties in connection with the negotiation, preparation and execution of this Agreement shall be borne solely by the party which incurred them.

15.

PAYMENTS UNDER THE AGREEMENT

15.1

All sums payable to the Vendor pursuant to this Agreement shall be paid to the Vendor's bank account detailed in Clause 5.2.1 (the Vendor's Solicitors being irrevocably authorised to receive all such sums) and, for the avoidance of doubt, the Vendor's Solicitors receipt shall be good discharge of the same and the Purchaser's obligations in respect of payment of such sums shall automatically determine upon payment of the sums to the Vendor's bank account in accordance with this Agreement.

15.2

All sums payable by the Purchaser, the Vendor or any member of the Group pursuant to this Agreement shall be paid free and clear of all deductions or withholdings whatsoever, save only as may be required by law.

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22

16.

AMENDMENTS

No amendment of this Agreement or any of the documents referred to in it shall be effective unless it is in writing and signed by or on behalf of each of the parties.

17.

WAIVERS AND REMEDIES

17.1

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

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

17.1.2 may be waived only in writing and specifically.

17.2

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

17.3

Partial exercise of any right under this Agreement shall not preclude any further or other exercise of that right or any other right under this Agreement.

17.4

Waiver of a breach of any term of this Agreement shall not operate as a waiver of breach of any other term or any subsequent breach of that term.

18.

ENTIRE AGREEMENT

18.1

Entire agreement

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

18.1.1 constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement; and

18.1.2 supersedes and extinguishes any prior drafts, agreements, undertakings, understandings, promises or conditions, whether oral or written, express or implied between the parties relating to such subject matter.

18.2

Reliance

Each party acknowledges to the other that it has not been induced to enter into this Agreement by nor has it relied upon any representation, promise, assurance, warranty or undertaking (whether in writing or not) by or on behalf of the other party or any other person save for those contained in this Agreement. Accordingly, each of the parties acknowledges and agrees that the only remedy available to it in respect of the subject matter of this Agreement shall be for breach of contract under the terms of this Agreement and it shall have no right of action against any other party in respect of any such representation, promise, assurance, warranty or undertaking.

18.3

Fraud

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23

This Clause 18 shall not exclude any liability which either party would otherwise have to the other or any right which either of them may have to rescind this Agreement in respect of any statements made fraudulently by the other prior to the execution of this Agreement or any rights which either of them may have in respect of fraudulent concealment by the other.

19.

SURVIVAL OF OBLIGATIONS

Notwithstanding Completion each and every right and obligation of the Purchaser and the Vendor under this Agreement shall, except in so far as fully performed at Completion, continue in full force and effect.

20.

RIGHTS OF THIRD PARTIES

Except as otherwise specified herein, a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any provision of this Agreement, provided that the consent of any person who is able to enforce or enjoy the benefit of this Agreement that is not a party to it shall not be required for any amendments, modification or termination of the terms of this Agreement.

21.

NOTICES

21.1

Writing

All notices between the parties with respect to this Agreement shall be in writing and signed by or on behalf of the party giving it.

21.2

Service

Any notice referred in Clause 21.1, may be served:

21.2.1 by delivering it by hand;

21.2.2 by post, being (i) (where the addresses of both parties in Clause 21.5 are in the United Kingdom) first class pre-paid post (provided that a certificate of posting is obtained) or special or recorded delivery (or other "proof of delivery" or "proof of posting" service that Royal Mail may from time to time offer), or (ii) (where the addresses of two or more of the parties in Clause 21.5 are in different countries) air mail;

21.2.3 by fax, provided that a copy is also sent by first class pre-paid post as set out in Clause 21.2.2; or

21.2.4 by electronic mail,

to the address of the addressee set out below, or to such other address as the addressee may from time to time have notified for the purpose of this Clause 21.

21.3

Deemed delivery

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Notices shall be deemed to have been received:

21.3.1 if delivered by hand, on the day of delivery;

21.3.2 if sent by first-class pre-paid post or special or recorded delivery (or other "proof of delivery" or "proof of posting" service that Royal Mail may from time to time offer), two business days after posting, exclusive of the day of posting;

21.3.3 if sent by air mail, five business days after posting, exclusive of the day of posting;

21.3.4 if sent by fax, at the time of transmission unless sent after 17:00 in the place of receipt in which case it shall be deemed to have been received on the next business day in the place of receipt (provided that a copy has also been sent by post as set out in Clause 21.2.3); or

21.3.5 if sent by electronic mail, upon acknowledgement by the recipient.

21.4 Proof of service

In proving service:

21.4.1 by delivery by hand, it shall be necessary only to produce a receipt for the notice signed by or on behalf of the addressee or an affidavit of service from the person effecting delivery;

21.4.2 by post, it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant party set out in Clause 21.5 and delivered either to that address or into the custody of the postal authorities as a first-class pre-paid post and evidenced by a certificate of posting, pre-paid special or recorded delivery (or other "proof of delivery" or "proof of posting" service that Royal Mail may offer from time to time) or air mail letter; and

21.4.3 by fax, it shall be necessary only to produce the sender's transmission slip bearing the addressee's fax number showing the fax received by the addressee, together with relevant evidence under Clause 21.4.2 that a copy was sent by post.

21.5 Addresses for notices

The addresses and fax numbers of the parties for the purposes of this Clause 21 are:

The Vendor:

c/o Gulf Finance House B.S.C.

Address:

Bahrain Financial Harbour, Floor 37, East Tower, PO Box 1 0006, Manama, Kingdom of Bahrain

For the attention of:

Hisham Alrayes

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25

Fax Number:

+973 17 540006

With a copy to:

Nicholas Tomlinson Gibson Dunn & Crutcher LLP Telephone House 2-4 Temple Avenue London, EC4Y OHB

Fax Number:

+44 (0)20 7071 4244

The Purchaser:

Address:

57/28 Eastcastle Street, London W1W 8DH

For the attention of:

Daniel Arty

or such other address or fax number as may be notified in writing by the relevant party to the other party from time to time.

21.6

No electronic transmission

Any notice or communication given under this Agreement shall not be validly served if sent by text messaging via mobile phone.

22.

COUNTERPARTS

22.1

Execution in counterparts

This Agreement may be signed in any number of counterparts and by the parties on separate counterparts, but shall not be effective until each party has signed at least one counterpart.

22.2

One Agreement

Each counterpart shall be treated as an original of this Agreement but all counterparts shall together constitute one and the same agreement.

23.

GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it (including any non-contractual claims or disputes) shall be governed by and construed in accordance with the laws of England and Wales.

24.

JURISDICTION

In relation to any legal action or proceedings (a) arising out of or in connection with this Agreement or its implementation or effect or (b) relating to any non-contractual obligations arising out of or in connection with this Agreement, each of the parties

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26

irrevocably submits to the non-exclusive jurisdiction of the English courts and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inappropriate forum.

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[REMAINDER OF PAGE INTENTIONALLY BLANK]

20013769.6

SCHEDULE 1

PART A – THE COMPANY

Name

LUFC Holding Limited

Date of incorporation

11 July 2012

Place of incorporation

Cayman Islands

Company number

MC-270270

Registered office

PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands

Issued share capital

£50,000 divided into 50,000 shares of £1.00 each

Directors

David Haigh, Mohamed Ameen Ali Hasan and Hazem Yusef Mohamed Abdulkarim

Secretary

No secretary has been appointed (it is not required)

Accounting reference date

Financial year runs from 31 December.

Mortgages and charges

None

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26

PART B – THE SUBSIDIARIES

 

Leeds City Holdings Limited

Previous Names

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

Date of incorporation

03/04/2006

Place of incorporation

England and Wales

Company number

05765697

Registered office

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

0ES

Issued share capital

£1,400,000 divided into 140,000,000 shares of £0.01 each

Directors

Salem Patel

David Lawrence Haigh

Abed Abdulrasool Abdulnabi Alzeera

Secretary

David Lawrence Haigh

Accounting

reference

30 June

date

Auditors

Baker Tilly UK Audit LLP

Mortgages and charges

Date

21/06/2012

registered

Type

Debenture

Charge holder Compass Contract Services (UK) Limited

Date created

14/06/2012

Security

Fixed and floating charge over the undertaking and all of its property and assets (present and future) in respect of all monies due from the Company to the charge Holder up to a maximum amount of £2,000,000

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27

Date

22/06/2013

registered

Type

Charge code: 0576 5697 0004

Charge holder

Brendale Holdings Limited contains fixed charge

Date created

20/06/2013

Date

18/10/2013

registered

Type

Charge code: 0576 5697 0005

Charge holder

Berrydale Seventh Sport Holdings Limited

Date created

15/10/2013

Security

MRO1 contains fixed charge; notification of addition or amendment of charge.

20013769.6

28

Name

Leeds United Football Club Limited

Previous name(s)

Leeds United 2007 Limited (until 06/06/2008)

Date of incorporation

01/05/2007

 

Place of incorporation

England and Wales

 

Company number

06233875

 

Registered office

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

Authorised share capital

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

32

preference shares of £1.00 each

Issued share capital

£500,000 divided into 500,000 ordinary shares of £1 each

Shareholder

Name

Leeds City Holdings Limited

Shares

500,000 ordinary shares

Capacity

Legal and beneficial owner

Directors

Salem Patel

 

David Lawrence Haigh

Salah Abdulla Nooruddin

Secretary

David Lawrence Haigh

Accounting

reference

30

June

date

 

Auditors

Baker Tilly UK Audit LLP

20013769.6

29

Mortgages and charges

Date registered

05/06/2008

Type

Charge on Deposit

Charge holder

Governor and Company of the Bank of Ireland

Date created

20/05/2008

Secured on

Account number 81596984 in respect of all monies due or to become due from the company to the Governor and Company of the Bank of Ireland on any account whatsoever

Date registered

21/06/2012

Type

Debenture

Charge holder

Compass Contract Services (UK) Limited

Date created

14/06/2012

Security

Land with title numbers WYK792229, WYK792185 and WYK792186 and a fixed and floating charge over the undertaking and all property and assets (present and future) in respect of all monies due up to a maximum of

£2,000,000

Date registered

03/11/2012

Type

Legal Charge over Designated Bank Account

Charge holder

Enterprise Insurance Company Plc

Date created

22/10/2012

Security

Account number

Account number

with sort code

in respect of all monies due or to

in respect of

all monies due or to

become due from the Company to the Charge holder or to become due from the company to Enterprise Insurance Company Plc

Date registered

22/06/2013

Type

Charge code: 0623 3875 0006

Charge holder

Brendale Holdings Limited

Date created

20/06/2013

 

Security

MR01 contains fixed charge, contains floating charge, notification of addition to or amendment of charge

Date registered

18/10/2013

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30

Type

Charge code: 0623 3875 0007

Charge holder

Berrydale Seventh Sport Holdings Limited

Date created

15/10/2013

Security

MRO1 contains fixed charge, contains floating charge. Floating charge covers all the property or undertakings of the company. Notification of addition to or amendment of charge.

20013769.6

31

Name

Leeds United Investments Limited

Previous name(s)

Broomco (2596) Limited (changed on 30/07/2001)

Date of incorporation

25/06/2001

Place of incorporation

England and Wales

Company number

04240946

Registered office

Elland Road, Leeds, West Yorkshire, LS11 0ES

Authorised

share

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

capital

Issued share capital

£2.00 divided into 2 ordinary shares of £1.00 each

Shareholder

Name

Leeds City Holdings Limited

Shares

2 ordinary shares

Capacity

Legal and beneficial owner

Director

David Lawrence Haigh

Secretary

David Lawrence Haigh

Accounting

reference

30 June

date

Auditors

--

Mortgages and charges

None

20013769.6

32

Name

Leeds United 2007 Limited

Previous name(s)

Leeds City Holdings Limited (changed on 06/06/2008)

Date of incorporation

19/02/2008

Place of incorporation

England and Wales

Company number

06508135

Registered office

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

0ES

Authorised share capital

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

Issued share capital

1 ordinary share of £1.00

Shareholders

Name

Leeds City Holdings Limited

Shares

1 ordinary share

Capacity

Legal and beneficial owner

Director

David Lawrence Haigh

Secretary

David Lawrence Haigh

Accounting reference date

28 February

Auditors

--

Mortgages and charges

None

20013769.6

33

Name

Leeds City Limited

Date of incorporation

20/06/2006

Place of incorporation

England and Wales

Company number

05852123

Registered office

Elland Road, Leeds, West Yorkshire, LS11 0ES

Authorised share capital

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

Issued share capital

1 ordinary share of £1.00

Shareholder

Name

Leeds City Holdings Limited

Shares

1 ordinary share

Capacity

Legal and beneficial owner

Director

David Lawrence Haigh

Secretary

David Lawrence Haigh

Accounting reference date

30 June

Auditors

--

Mortgages and charges

None

20013769.6

34

Name

Leeds First Limited

Date of incorporation

13/06/2007

Place of incorporation

England and Wales

Company number

06278942

Registered office

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

0ES

Authorised share capital

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

Issued share capital

1 ordinary share of £1.00

Shareholder

Name

Leeds City Holdings Limited

Shares

1 ordinary share

Capacity

Legal and beneficial owner

Director

David Lawrence Haigh

Secretary

David Lawrence Haigh

Accounting reference date

30 June

Auditors

--

Mortgages and charges

None

20013769.6

35

Name

Yorkshire First Limited

Date of incorporation

13/06/2007

Place of incorporation

England and Wales

Company number

06278936

Registered office

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

0ES

Authorised share capital

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

Issued share capital

1 ordinary share of £1.00

Shareholder

Name

Leeds City Holdings Limited

Shares

1 ordinary share

Capacity

Legal and beneficial owner

Director

David Lawrence Haigh

Secretary

David Lawrence Haigh

Accounting reference date

30 June

Auditors

--

Mortgages and charges

None

20013769.6

36

Name

Leeds United Centenary Pavilion Limited

 

Date of incorporation

29/06/2010

Place of incorporation

England and Wales

 

Company number

07299184

Registered office

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

0ES

Authorised share capital

The company does not have one

 

Issued share capital

1 ordinary share of £1.00

 

Shareholder

Name

Leeds City Holdings Limited

 

Shares

1 ordinary share

 

Capacity

Legal and beneficial owner

 

Director

David Lawrence Haigh

 

Secretary

David Lawrence Haigh

 

Accounting reference date

30 June

Auditors

Baker Tilly UK Audit LLP

 

Mortgages and charges

Date

21/06/2012

registered

Type

Debenture

Charge holder

Compass Contract Services (UK) Limited

Date created

14/06/2012

Security

Fixed and

floating charge over the

undertaking and

all

property and assets

(present and future) in respect of all monies due or to become due from the Company to

the Charge holder up to a maximum of

£2,000,000

20013769.6

37

Name

Leeds United Financial Services Limited

Date of incorporation

19/09/2011

Place of incorporation

England and Wales

Company number

07779130

Registered office

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

0ES

Authorised share capital

The company does not have one

Issued share capital

1 ordinary share of £1.00

Shareholder

Name

Leeds City Holdings Limited

Shares

1 ordinary share

Capacity

Legal and beneficial owner

Director

David Lawrence Haigh

Secretary

David Lawrence Haigh

Accounting reference date

30 September

Auditors

--

Mortgages and charges

None

20013769.6

38

Name

Elland Road Limited

Previous name(s)

Charmed Garden Limited (changed on 03/11/2009)

Date of incorporation

19/08/2009

Place of incorporation

England and Wales

Company number

06994205

Registered office

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

0ES

Authorised share capital

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

Issued share capital

1 ordinary share of £1.00

Shareholder

Name

Leeds City Holdings Limited

Shares

1 ordinary share

Capacity

Legal and beneficial owner

Director

David Lawrence Haigh

Secretary

David Lawrence Haigh

Accounting reference date

31 August

Auditors

--

Mortgages and charges

None

20013769.6

39

Name

Leeds United Media Limited

Date of incorporation

22/09/2009

Place of incorporation

England and Wales

Company number

07026702

Registered office

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

0ES

Authorised share capital

£100 divided into 100 ordinary shares of £1.00 each

Issued share capital

1 ordinary share of £1.00

Shareholder

Name

Leeds City Holdings Limited

Shares

1 ordinary share

Capacity

Legal and beneficial owner

Directors

David Lawrence Haigh

Secretary

David Lawrence Haigh

Accounting reference date

30 June

Auditors

Baker Tilly UK Audit LLP

Mortgages and charges

None

20013769.6

40

Name

Yorkshire Radio Limited

Date of incorporation

08/06/1994

Place of incorporation

England and Wales

 

Company number

02936757

Registered office

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

0ES

Authorised share capital

£500,000 divided into 500,000 ordinary shares of £1.00 each

Issued share capital

£3,000 ordinary 3,000 ordinary shares of £1.00 each

Shareholders

Name

Leeds United Media Limited

Shares

2850 ordinary shares

Capacity

Legal and beneficial owner

Name

Ruth Gregory

Shares

75

ordinary shares

Capacity

Legal and beneficial owner

Name

Benjamin Fry

Shares

75

ordinary shares

Capacity

Legal and beneficial owner

Director

David Lawrence Haigh

Secretary

David Lawrence Haigh

Accounting reference date

30 June

Auditors

Baker Tilly UK Audit LLP

Mortgages and charges

None

20013769.6

41

Name

Fan Radio Limited

Previous name(s)

Settar Limited (changed on 25/11/2005)

Date of incorporation

10/06/2005

Place of incorporation

England and Wales

Company number

05478203

Registered office

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

0ES

Authorised share capital

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

Issued share capital

1 ordinary share of £1.00

Shareholder

Name

Yorkshire Radio Limited

Shares

1 ordinary share

Capacity

Legal and beneficial owner

Director

David Lawrence Haigh

Secretary

David Lawrence Haigh

Accounting reference date

30 June

Auditors

--

Mortgages and charges

None

20013769.6

42

SCHEDULE 2 – THE GUARANTEE

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

1.1 as primary obligor, guarantees to the Vendor (which for the purposes of this Schedule shall include the relevant lender under the relevant facility) the due and punctual performance by the Club and Leeds City Holdings Ltd (“LCH”) of each and all of the obligations of the Club and LCH under and pursuant to the Short Term-Loan Indebtedness and the Long-Term Loan Indebtedness (the Guaranteed Agreements) when and if such obligations shall become due and/or performable according to the terms of such agreements (as are to be amended pursuant to the terms of this Agreement); and

1.2 agrees, in addition to its obligations set out in paragraph 1.1, to indemnify the Vendor on demand against any direct and foreseeable loss, damage, cost (including reasonable and proper legal and other professional costs), fine, penalty, sanction, legal remedy, compensation, court or tribunal order and any other similar liability whatsoever that the Vendor or any of its Affiliates may suffer, sustain or incur whether arising under statute, contract or at common law by reason of any breach by the Club or LCH of its obligations under and/or pursuant to the Guaranteed Agreements howsoever arising, save that this paragraph 1.2 shall not be construed as imposing greater obligations or liabilities on the Purchaser than are imposed on the Club or LCH under the Guaranteed Agreements, and the Purchaser shall have the benefits of all rights, counterclaims and defences available to the Club and LCH.

2. The Purchaser agrees that it shall not in any way be released from liability in connection with the guarantee contained in this Schedule by any act, omission, matter or other thing whereby (in absence of this paragraph 2) the Purchaser would or might be released in whole or in part from liability under the guarantee contained in this Schedule including, whether or not known to the Purchaser:

2.1 any alteration in the obligations undertaken by the Club or LCH whether by way of any addendum or variation to this agreement or otherwise;

2.2 the taking, variation, renewal or release of, the enforcement or neglect to perfect or enforce any right, guarantee, remedy or security from or against the Club, LCH or any other person; or

2.3 the dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation or the appointment of an administrator or receiver of the Club, LCH or any other person.

3. The guarantee contained in this Schedule shall be a primary obligation of the Purchaser and accordingly the Vendor shall not be obliged before enforcing this

20013769.6

43

guarantee contained in this Schedule to take any action in any court or arbitral proceedings against the Club or LCH, to enforce any other security held by it in respect of the obligations of the Club or LCH under the Guaranteed Agreements or to exercise, levy or enforce any distress, diligence or other process of execution against the Club or LCH, but the Vendor shall notify the Purchaser simultaneously of its notification to the Club or LCH of any claim under this guarantee. In the event that the Vendor brings proceedings against the Club or LCH, the Purchaser shall be bound by any findings of fact, interim or final award or judgment made by an arbitrator or the court in such proceedings.

5. The guarantee contained in this Schedule is a continuing guarantee, and accordingly, shall remain in full force and effect (notwithstanding any intermediate satisfaction by the Club or LCH, the Purchaser or any other person) until all obligations, warranties, duties and undertakings now or in the future to be carried out or performed by the Club or LCH under the Guaranteed Agreements have been satisfied or performed in full and is not revocable and is in addition to and not in substitution for and shall not merge with any other right, remedy, guarantee or security which the Vendor may at any time hold for the performance of such obligations and may be enforced without first having recourse to any such security.

6. The Purchaser shall reimburse the Vendor for all legal and other costs (including VAT) reasonably and properly incurred by the Vendor and its Affiliates in connection with the enforcement of the guarantee contained in this Schedule.

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44

SCHEDULE 3 – COMPLETION DOCUMENTS

1. Duly executed transfer of the Shares in favour of the Purchaser or its nominees together with the relevant share certificates (or a customary indemnity in relation thereto).

2. The resignations as deeds of each of the persons specified in Clause 5.1.2 (b) as directors of the Company in which each of them shall acknowledge in the agreed terms that he has no claims against the Company for compensation for loss of office or otherwise.

3. All the statutory and other books of the Company and of the Subsidiaries (which shall be written up to date) together with their certificates of incorporation (and any certificate of incorporation on change of name) and common seals insofar as they are in the possession of or under the control of the Vendor and not the Company or the Subsidiaries or any of them).

4. The deeds and documents constituting title to the Properties insofar as they are in the possession of or under the control of the Vendor (and not the Company or the Subsidiaries or any of them).

5. Certified copies of the board minutes of the Company in respect of the board meetings held pursuant to Clause 5.1.2.

20013769.6

45

SCHEDULE 4 – WARRANTY LIMITATIONS

1.

DEFINITIONS

For the purposes of this Schedule:

1.1

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

1.2

Claim Amount means, in respect of a Warranty Claim, the amount which may recoverable from the Vendor in respect of that Warranty Claim.

2.

FINANCIAL THRESHOLD FOR INDIVIDUAL CLAIMS

2.1

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