Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 February, 2024
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.

INTRODUCTORY NOTE

As previously announced, Manchester United plc (the “Company”) entered into that certain transaction agreement (the “Transaction Agreement”), dated as of December 24, 2023, by and among the Company, the holders of the Company’s Class B ordinary shares, par value $0.0005 per share (the “Class B 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 (“Purchaser”), which is an entity solely owned by Sir Jim Ratcliffe (together with Purchaser, the “Offerors”). Pursuant to the Transaction Agreement, and upon the terms and subject to the conditions thereof, on January 17, 2024, the Offerors commenced a tender offer (the “Offer”) to purchase up to 13,237,834 of the Company’s Class A ordinary shares, par value $0.005 per share (the “Class A Shares” and, together with the Class B Shares, the “Ordinary Shares”), representing 25.0% of the issued and outstanding Class A Shares as of the close of business on December 22, 2023, rounded up to the nearest whole Class A Share, at a price of $33.00 per Class A Share (subject to certain adjustments) (the “Offer Price”).

Pursuant to the Transaction Agreement, Purchaser also agreed to purchase 25.0% of the issued and outstanding Class B Shares from the Sellers at the Offer Price (the Class B Shares to be so purchased, the “Sale Shares”). In addition, Purchaser agreed to subscribe for (i) an additional 1,966,899.062 Class A Shares and 4,093,706.998 Class B Shares, at the Offer Price, for an aggregate subscription price of $200 million, on the business day immediately following the expiration time of the Offer (the “Closing”) (such subscription, the “Closing Share Subscription”), and (ii) an additional 983,449.531 Class A Shares and 2,046,853.499 Class B Shares, at the Offer Price, for an aggregate subscription price of $100 million, on December 31, 2024, or such earlier date following the Closing as Purchaser may notify the Company in writing on no less than 10 business days’ written notice.

The foregoing description does not purport to be complete and is qualified in its entirety by the full text of the Transaction Agreement, which is included as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K, filed by the Company with the Securities and Exchange Commission (the “SEC”) on December 26, 2023 (the “Announcement 6-K”), and is incorporated herein by reference.

The Closing

The Offer and withdrawal rights expired as scheduled at one minute after 11:59 p.m. Eastern Time on February 16, 2024 (the “Expiration Time”). All conditions to the Offer having been satisfied, on February 20, 2024, Purchaser accepted for payment 13,237,834 Class A Shares validly tendered pursuant to the Offer and not validly withdrawn (the time of such acceptance, the “Acceptance Time”), for aggregate consideration of approximately $436.8 million. Following the Acceptance Time and pursuant to the terms of the Transaction Agreement, on February 20, 2024, the Sellers completed the sale of the Sale Shares to Purchaser, and the Company completed the issuance and sale of the Class A Shares and Class B Shares to Purchaser pursuant to the Closing Share Subscription.

Immediately following the Closing, Purchaser owned 15,204,733.062 Class A Shares and 31,645,609.998 Class B Shares, representing approximately 27.7% of the aggregate voting power of the Company’s Ordinary Shares.

Amended Articles

Immediately prior to the Closing, the new amended and restated memorandum and articles of association of the Company, in the form set forth in Exhibit A to the Transaction Agreement (the “Amended Articles”), became effective. The Amended Articles were approved by the Company’s shareholders at an extraordinary general meeting of shareholders held on February 5, 2024. The Amended Articles provide for certain transfers of Class B Shares without conversion of such shares into Class A Shares, and implement certain other changes to facilitate the transactions contemplated by the Transaction Agreement and the ancillary agreements thereto, and to reflect the Governance Agreement, dated as of December 24, 2023, by and among the Initial Glazer Parties listed on Schedule A thereto, Purchaser and the Company (the “Governance Agreement”). The material changes reflected in the Amended Articles are more fully described in the Company’s Notice of Extraordinary General Meeting of Shareholders, Notice of Internet Availability of Proxy Material and Limited Proxy Statement, included as Exhibit 99.1 to the Company’s Report of Foreign Private Issuer on Form 6-K, filed by the Company with the Securities and Exchange Commission on January 17, 2024. Such description is qualified in its entirety by the full text of the Amended Articles, which is included as Exhibit 99.1 hereto and is incorporated herein by reference.

Appointment and Resignation of Directors

Effective as of immediately following the time at which the Closing became effective (the “Effective Time”), two individuals designated by Purchaser—John Reece and Rob Nevin—were appointed as members of the board of directors of the Company in accordance with the terms of the Transaction Agreement.

In addition, effective as of immediately following the Effective Time, Richard Arnold resigned from the board of directors in accordance with the terms of a resignation letter delivered by Mr. Arnold to the Company on February 15, 2024. Mr. Arnold previously stepped down from his role as chief executive officer of the Company in November 2023.

Registration Rights Agreement and Governance Agreement

On February 20, 2024, in connection with the Closing and as contemplated by the Transaction Agreement, the Company, Purchaser and the Sellers entered into a registration rights agreement (the “Registration Rights Agreement”), on substantially the same terms set forth in the term sheet attached as Exhibit C to the Transaction Agreement (the “Registration Rights Term Sheet”). The material terms of the Registration Rights Term Sheet are described in Section 13 — “Summary of the Transaction Agreement and Certain Other Agreements — Certain Other Agreements — Registration Rights Agreement” of the Offer to Purchase, dated January 17, 2024, included as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO, filed by the Offerors with the SEC (as amended, the “Offer to Purchase”), which description is incorporated by reference in the Solicitation/Recommendation Statement on Schedule 14D-9, filed by the Company with the SEC on January 17, 2024 (the “Recommendation Statement”). Such description is qualified in its entirety by the full text of the Registration Rights Agreement, which is included as Exhibit 99.2 hereto and is incorporated herein by reference.

Also on February 20, 2024, in connection with the Closing, the Governance Agreement became effective in accordance with its terms. The material terms of the Governance Agreement are described in Section 13 — “Summary of the Transaction Agreement and Certain Other Agreements — Certain Other Agreements — Governance Agreement” of the Offer to Purchase, which description is incorporated by reference in the Recommendation Statement. Such description is qualified in its entirety by the full text of the Governance Agreement, which is included as Exhibit 99.2 to the Announcement 6-K and is incorporated herein by reference.

EXHIBIT INDEX

Exhibit Number		Description

99.1		Amended and Restated Memorandum and Articles of Association of the Company.
99.2		Registration Rights Agreement, dated as of February 20, 2024, by and among the Company, the Sellers and Purchaser.

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: February 21, 2024

	MANCHESTER UNITED PLC


	By:	/s/ Joel Glazer
	Name: Joel Glazer
	Title: Executive Co-Chairman

Exhibit 99.1

THE COMPANIES ACT (AS REVISED)

COMPANY LIMITED BY SHARES

AMENDED & RESTATED
MEMORANDUM & ARTICLES OF ASSOCIATION

MANCHESTER UNITED PLC

(ADOPTED BY SPECIAL RESOLUTION DATED 5 FEBRUARY 2024)

THE COMPANIES ACT (AS REVISED)

COMPANY LIMITED BY SHARES

AMENDED & RESTATED
MEMORANDUM OF ASSOCIATION

MANCHESTER UNITED PLC

(ADOPTED BY SPECIAL RESOLUTION DATED 5 FEBRUARY 2024)

The name of the company is Manchester United plc (the “Company”).

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.

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”).

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.

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.

The liability of the shareholders of the Company is limited to the amount, if any, unpaid on the shares respectively held by them.

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.

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		5
SHARES		6
SPECIFIC RIGHTS ATTACHING TO SHARES		6
MODIFICATION OF RIGHTS		8
CERTIFICATES		9
FRACTIONAL SHARES		9
LIEN		9
CALLS ON SHARES		10
FORFEITURE OF SHARES		10
TRANSFER OF SHARES		11
TRANSMISSION OF SHARES		12
ALTERATION OF SHARE CAPITAL		12
REDEMPTION, PURCHASE AND SURRENDER OF SHARES		13
TREASURY SHARES		14
GENERAL MEETINGS		14
NOTICE OF GENERAL MEETINGS		14
PROCEEDINGS AT GENERAL MEETINGS		15
VOTES OF SHAREHOLDERS		16
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS		17
DIRECTORS		17
POWERS AND DUTIES OF DIRECTORS		17
BORROWING POWERS OF DIRECTORS		18
THE SEAL		19
DISQUALIFICATION OF DIRECTORS		19
PROCEEDINGS OF DIRECTORS		19
EXECUTIVE COMMITTEE		21
DIVIDENDS		22
ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION		23
CAPITALISATION OF RESERVES		23
SHARE PREMIUM ACCOUNT		24
NOTICES		24
INDEMNITY		25
NON-RECOGNITION OF TRUSTS		25
WINDING UP		25
AMENDMENT OF ARTICLES OF ASSOCIATION		26
CLOSING OF REGISTER OR FIXING RECORD DATE		26
REGISTRATION BY WAY OF CONTINUATION		26
MERGERS AND CONSOLIDATION		26
DISCLOSURE		26

COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED & RESTATED
ARTICLES OF ASSOCIATION

MANCHESTER UNITED PLC

(ADOPTED BY SPECIAL RESOLUTION DATED 5 FEBRUARY 2024)

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

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;

“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.

“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

(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

(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.

“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.

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.

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;

(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.

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

The business of the Company may be commenced at any time after incorporation.

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.

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.

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.

SHARES

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.

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.

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.

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.

(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.

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.

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.

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.

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).

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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;

(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.

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.

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.

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.

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.

Exhibit 99.2

Execution Version

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 20, 2024, is entered into by and among Manchester United plc, an exempted company with limited liability incorporated under the Companies Law (as amended) of the Cayman Islands (the “Company”), the other signatories to this Agreement whose names are on the signature pages hereto (collectively, the “Investors”), and all other Persons that, from time to time, hereafter become signatories hereto.

Pursuant to, and in consideration of the obligations of the Company and the Investors under that certain transaction agreement (the “Transaction Agreement”), dated as of December 24, 2023, by and 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 and Trawlers Limited, a company limited by shares incorporated under the Isle of Man’s Companies Act 2006 with company number 021222V (“Trawlers”), which is an entity solely owned by Sir Jim Ratcliffe, the promises, mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.1.             Definitions. In addition to the definitions set forth above, the following terms, as used herein, have the following meanings:

“Affiliate” means, with respect to any specified Person, any Person that directly or through one or more intermediaries controls or is controlled by or is under common control with the specified Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise, and the possession, directly or indirectly, of 50% or more of the voting power of the equity issued by any Person shall be deemed to constitute such control; provided, that the Company and each of its subsidiaries shall be deemed not to be Affiliates of any Investor.

“Agreement” has the meaning set forth in the introductory paragraph hereof.

“Articles” means the amended and restated memorandum and articles of association of the Company, as amended and/or restated from time to time.

“Block Sale” means an Underwritten Public Offering not involving any “road show” or other substantial marketing efforts by the Underwriters, which is commonly known as a “block trade.”

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required by law to be closed in the City of New York.

“Class A Ordinary Shares” means the Class A ordinary shares of the Company, par value $0.0005 per share.

“Class B Ordinary Shares” has the meaning set forth in the introductory paragraph hereof.

“Closing Date” means the date of the Closing as defined in the Transaction Agreement.

“Company” has the meaning set forth in the introductory paragraph hereof; provided, that all references to the Company in this Agreement shall be deemed to include the Company, any corporate successor to the Company by way of conversion, the parent of the Company, or any of their respective subsidiaries, and, in such case, such other Person shall be deemed to have assumed the rights and obligations of the Company hereunder.

“Company Indemnitee” has the meaning set forth in SECTION 2.9.

“Damages” means, with respect to any Person, any actual losses, judgments, damages, fines, costs, taxes, penalties, fines or expenses (including interest, penalties, reasonable attorneys’ and other professionals’ fees and expenses, and court costs) against or affecting such Person.

“Demand Maximum Offering Size” has the meaning set forth in SECTION 2.1(a).

“Demand Notice” has the meaning set forth in SECTION 2.1(c).

“Demand Registration” has the meaning set forth in SECTION 2.1(a).

“Demand Registration Statement” has the meaning set forth in SECTION 2.1(b).

“Demand Request” has the meaning set forth in SECTION 2.1(a).

“Demand Suspension” has the meaning set forth in SECTION 2.1(f).

“Equity Securities” means ordinary shares, preferred shares or other equity securities of the Company, including any security, convertible security, exercisable warrant, option or other similar instrument conveying rights with respect to equity securities of the Company, including the Ordinary Shares.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, or any successor federal law then in force, together with all rules and regulations promulgated thereunder.

“Excluded Registration” means a registration under the Securities Act of securities registered on Form F-4 (or, if the Company does not then meet the requirements for use of such form, Form S-4) or Form S-8 or any successor forms.

“FINRA” means Financial Industry Regulatory Authority, Inc.

“Glazer Party” has the meaning set forth in the Articles.

“Glazer Parties’ Majority” has the meaning set forth in the Governance Agreement.

“Governance Agreement” means the governance agreement entered into between the Company, Trawlers, and the Sellers (as defined therein) on December 24, 2023 (as amended and/or restated from time to time).

“Holders” means the Investors and the other Persons that, from time to time, hereafter become parties to this Agreement pursuant to SECTION 3.5 and who, in each case, then hold Registrable Securities under this Agreement, and “Holder” means each of the Holders, individually.

“Indemnified Party” means, with respect to a Person, such Person and each shareholder, member, limited or general partner of such Person, each shareholder, member, limited or general partner of each such shareholder, member, limited or general partner, each of their respective Affiliates, officers, directors, shareholders, employees, advisors and agents and each Person who controls such Persons within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act.

“Indemnifying Party” means an Indemnifying Party as defined in SECTION 2.8.

“Inspectors” has the meaning set forth in SECTION 2.5(g).

“Investors” has the meaning set forth in the introductory paragraph hereof.

“Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of Registrable Securities.

“Non-Party Affiliates” has the meaning set forth in SECTION 3.13.

“Ordinary Shares” means, collectively, the Class A Ordinary Shares and Class B Ordinary Shares.

“Permitted Transferee” means (x) in the case of a Glazer Party, a Permitted Transferee of a Glazer Party, and (y) in the case of a Trawlers Party, a Permitted Transferee of a Trawlers Party.

“Permitted Transferee of a Glazer Party” has the meaning set forth in the Articles.

“Permitted Transferee of a Trawlers Party” has the meaning set forth in the Articles.

“Person” means any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“Piggyback Maximum Offering Size” has the meaning set forth in SECTION 2.3(b).

“Piggyback Registration” has the meaning set forth in SECTION 2.3(a).

“Piggyback Notice” has the meaning set forth in SECTION 2.3(a).

“Piggyback Seller” has the meaning set forth in SECTION 2.3(a).

“Prospectus” means (i) the prospectus included in any registration statement, all amendments and supplements to such prospectus, including post-effective amendments and supplements, and all other material incorporated by reference in such prospectus, and (ii) any Issuer Free Writing Prospectus.

“Public Offering” means the offer and sale of Registrable Securities for cash pursuant to an effective registration statement under the Securities Act (other than a registration statement on Form F-4 (or, if the Company does not then meet the requirements for use of such form, Form S-4) or Form S-8 or any successor form).

“Records” has the meaning set forth in SECTION 2.5(g).

“Registrable Securities” means any Class A Ordinary Shares beneficially owned by or otherwise issuable to any Holder from time to time, including any Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares; and excluding, in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to SECTION 3.5. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (w) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (x) such securities shall have been sold to the public pursuant to Rule 144, (y) such securities shall have been repurchased by the Company or a subsidiary of the Company, or (z) both (1) such securities may be disposed of pursuant to Rule 144 in a single transaction without volume limitation or other restrictions on transfer thereunder and (2) the Holder of such Registrable Securities, with its Affiliates, beneficially owns less than 5% of the Class A Ordinary Shares. Notwithstanding anything to the contrary set forth herein, if a Holder and/or its Affiliates then hold Class B Ordinary Shares, then each Class B Ordinary Share will be deemed to have a value equal to the value of one Class A Ordinary Share for all purposes under this Agreement; provided, it is understood and agreed that under no circumstances will the Company be obligated to register any Class B Ordinary Shares.

“Registration Expenses” means any and all expenses incident to the performance of or compliance with this Agreement (including any registration or marketing of securities) including, but not limited to, all (i) registration and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance with any securities or “blue sky” laws (including fees and disbursements of counsel in connection with “blue sky” qualifications of the securities registered), (iii) expenses in connection with the preparation, printing, mailing and delivery of any registration statements, Prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses of the Company (including all salaries and expenses of its officers and employees performing legal or accounting duties), (vi) fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters to be provided pursuant to SECTION 2.5(h), (vii) fees and expenses of any special experts retained by the Company in connection with such registration, (viii) reasonable and documented fees and disbursements of one firm of legal counsel to represent all of the Holders participating in any such registration (which counsel shall be chosen by the Holders of a majority of the Registrable Securities included in the applicable offering), (viii) Securities Act liability insurance or similar insurance if the Company so desires or the Underwriters so require in accordance with then-customary underwriting practice, (ix) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with the offering, sale or delivery of the Registrable Securities, (x) expenses relating to any analyst or investor presentations or any “road shows” undertaken in connection with the registration, marketing or selling of the Registrable Securities, including travel expenses for representatives of the Company in connection therewith, and (xi) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies. The Company shall not be required to pay any fees or disbursements to any Underwriters not customarily paid by the issuers of securities in an offering similar to the applicable offering, including underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities.

“Relevant Agreements and Documents” has the meaning set forth in SECTION 3.10.

“Requesting Holders” has the meaning set forth in SECTION 2.1(a).

“Rule 144” means Rule 144 promulgated under the Securities Act, as amended from time to time, or any successor rule thereto that may be promulgated by the SEC.

“SEC” means the U.S. Securities and Exchange Commission or any successor agency having jurisdiction under the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“Selling Shareholder Information” has the meaning set forth in SECTION 2.7(a).

“Shelf Maximum Offering Size” has the meaning set forth in SECTION 2.2(e).

“Shelf Registration Statement” has the meaning set forth in SECTION 2.2(a).

“Shelf Suspension” has the meaning set forth in SECTION 2.2(d).

“Shelf Takedown” has the meaning set forth in SECTION 2.2(c)(i).

“Shelf Takedown Offer Notice” has the meaning set forth in SECTION 2.2(c)(ii).

“Shelf Takedown Request” has the meaning set forth in SECTION 2.2(c)(i).

“Takedown Holder” has the meaning set forth in SECTION 2.2(c)(i).

“Transfer” means, with respect to any Registrable Security, any interest therein, or any other securities or equity interests relating thereto, a direct or indirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition thereof, including the grant of an option or other right, whether directly or indirectly, whether voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. “Transferred” shall have a correlative meaning.

“Trawlers Parties’ Representative” has the meaning set forth in the Governance Agreement.

“Trawlers Party” has the meaning set forth in the Articles.

“Underwritten Public Offering” means an underwritten Public Offering, including any bought deal or Block Sale to a financial institution conducted as an underwritten Public Offering.

“Underwritten Shelf Takedown” means an Underwritten Public Offering pursuant to an effective Shelf Registration Statement.

“Underwriter” means a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer’s market-making activities.

SECTION 1.2.             Other Definitional and Interpretative Matters. Unless otherwise expressly provided or the context otherwise requires, for purposes of this Agreement, the following rules of interpretation apply:

(a)           Calculation of Time Period. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period is excluded. If the last day of such period is a non-Business Day, the period in question ends on the next succeeding Business Day.

(b)           Exhibits and Schedules. The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof as if set forth in full in this Agreement and are an integral part of this Agreement.

(c)           Gender and Number. Unless the context otherwise requires, any reference in this Agreement to gender includes all genders, and words imparting the singular number only, include the plural and vice versa.

(d)           Headings. The division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and do not alter the meaning of, or affect the construction or interpretation of, this Agreement.

(e)           Article, Section and Similar References. Unless the context otherwise requires, all references in this Agreement to any “Article,” “Section” or “Exhibit” are to the corresponding Article, Section or Exhibit of this Agreement.

(f)           Hereby and Similar Words. Unless the context otherwise requires, the words “hereby,” “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to the provision in which such words appear.

(g)           Including. The word “including,” or any variation thereof, means “including, without limitation” and does not limit any general statement that it follows to the specific or similar items or matters immediately following it.

(h)           Parties to this Agreement. Any reference in this Agreement to the “parties” to this Agreement means the signatories to this Agreement and their heirs, successors, legal representatives and permitted assigns, and does not include any third party.

ARTICLE II
REGISTRATION RIGHTS

The Company will perform and comply, and cause each of its subsidiaries to perform and comply, with such of the following provisions as are applicable to it and them. Each Holder will perform and comply with such of the following provisions as are applicable to such Holder.

SECTION 2.1.             Demand Registration.

(a)           Request for Demand Registration. Except as otherwise provided in this Agreement, and subject to the Governance Agreement, at any time and from time to time, any Holder or group of Holders (the “Requesting Holders”) may request in writing (such request, a “Demand Request”) that the Company effect the registration under the Securities Act of all or any portion of the Requesting Holders’ Registrable Securities (such registration, a “Demand Registration”). Each Demand Request shall specify (x) the kind and aggregate amount of Registrable Securities to be registered, and (y) the intended method or methods of disposition of the Registrable Securities, including pursuant to an Underwritten Public Offering.

(b)          Demand Registration Statement. Upon receipt of such Demand Request, if the Company has not already caused such Registrable Securities to be registered on a Shelf Registration Statement that the Company then has on file with, and which has been declared effective by, the SEC and that remains in effect and not subject to any stop order, injunction or other order or requirement of the SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this SECTION 2.1), the Company shall as promptly as reasonably practicable file a registration statement (a “Demand Registration Statement”) with the SEC relating to such Demand Registration, and use commercially reasonable efforts to cause such Demand Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable. Notwithstanding anything to the contrary set forth herein, the Company shall not be obligated to effect a Demand Registration at any time there is an effective Shelf Registration Statement on file with the SEC pursuant to SECTION 2.2 that has registered the Registrable Securities subject to such Demand Request, or if a Piggyback Registration was effected or an Underwritten Shelf Takedown was consummated within the preceding ninety (90) days.

(c)           Demand Notice. Upon receipt of a Demand Request, if the Company is then obligated to effect a Demand Registration pursuant to SECTION 2.1(b), the Company shall give notice (a “Demand Notice”) of such Demand Registration within five (5) Business Days to all other Holders, which Demand Notice shall offer each such Holder the opportunity to include in the Demand Registration that number of Registrable Securities as each such Holder may request in writing. Subject to SECTION 2.1(g), the Company shall include in the Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within three (3) Business Days after the date the Demand Notice was given; provided, that no Holder may participate in any Demand Registration pursuant to this SECTION 2.1 unless such Holder agrees to sell their Registrable Securities to the Underwriters (if any) selected as provided in SECTION 2.5(e) on the same terms and conditions as apply to the Requesting Holders.

(d)           Demand Withdrawal. At any time prior to the effective date of any Demand Registration Statement, any Requesting Holder may choose to withdraw from such Demand Registration all or any portion of its Registrable Securities included in such Demand Registration without liability to the Company or any of the other Holders of Registrable Securities registered thereunder by giving written notice to the Company revoking or reducing such participation. Upon receipt of a notice to such effect with respect to all of the Registrable Securities included in such Demand Registration by the Requesting Holder(s), the Company shall be entitled to cease all efforts to secure effectiveness of the applicable Demand Registration Statement.

(e)           Effective Registration. The Company shall use commercially reasonable efforts to cause the Demand Registration Statement to remain effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, if such Demand Registration Statement relates to an Underwritten Public Offering, such longer period as in the opinion of counsel for the Underwriter or Underwriters a Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter or dealer.

(f)           Postponement or Suspension of Registration. The Company may, upon giving prompt written notice of such action to the Holders of Registrable Securities registered (or proposed to be registered) thereunder, defer the filing, effectiveness and/or continued use of a Demand Registration Statement (a “Demand Suspension”) required by this SECTION 2.1 for a period of up to ninety (90) days if (A) the Board of Directors determines in good faith that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed or planned material financing, material acquisition, corporate reorganization, offer or sale of securities or other similar material transaction involving the Company or any of its subsidiaries, or (B) (i) upon advice of counsel for the Company, the sale of Registrable Securities pursuant to the Demand Registration would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (ii) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such non-public material information would have a material adverse effect on the Company or the Company’s ability to consummate such transaction. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above; provided, that the Company may defer the filing or effectiveness, or suspend the continued use of, a particular Demand Registration Statement pursuant to this SECTION 2.1(f) no more than twice in any twelve (12) month period, and for no more than ninety (90) days in the aggregate during any twelve (12) month period. The Company shall promptly notify the Holders of Registrable Securities registered (or proposed to be registered) pursuant to the applicable Demand Registration Statement in writing upon the termination of any Demand Suspension, and shall, as promptly as reasonably practicable, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission.

(g)          Priority of Securities Registered Pursuant to Demand Registrations. If the managing Underwriter of a proposed Underwritten Public Offering of Registrable Securities included or proposed to be included in a Demand Registration advises the Company that, in its view, the number of Registrable Securities proposed to be included in such Demand Registration exceeds the largest number of Registrable Securities that can be sold without having an adverse effect on such offering, including the timing, distribution method or probability of success of such offering and the price at which such Registrable Securities can be sold (the “Demand Maximum Offering Size”), the Company shall include in such proposed Demand Registration, in the priority listed below (unless otherwise required by the managing Underwriter), a number of Registrable Securities up to the Demand Maximum Offering Size:

(i)

first, all Registrable Securities requested to be registered or sold by the Holders, which, in the opinion of the managing Underwriter, can be registered or sold without having the adverse effect described above (allocated, if necessary for the offering not to exceed the Demand Maximum Offering Size, pro rata among such Holders on the basis of the relative number of Registrable Securities requested by each to be included in such registration); and

(ii)

second, other securities requested to be included in such registration, which, in the opinion of the managing Underwriter, can be registered or sold without having the adverse effect described above.

SECTION 2.2.             Shelf Registrations.

(a)           Shelf Registration Statement. Subject to the Governance Agreement, at any time, and from time to time, the Requesting Holders may request in writing that the Company submit to or file with the SEC as promptly as reasonably practicable a registration statement on Form F-3 (or if Form F-3 is not available to the Company, Form F-1 or such other form of registration statement as is then available to effect a registration under the Securities Act), permitting the offer and resale of Registrable Securities from time to time under Rule 415 under the Securities Act (the “Shelf Registration Statement”), in accordance with the plan of distribution set forth in the related Prospectus to be approved by the Holders; provided, that the Company has not already caused such Registrable Securities to be registered on a Shelf Registration Statement that the Company then has on file with, and which has been declared effective by, the SEC and that remains in effect and not subject to any stop order, injunction or other order or requirement of the SEC. Unless such Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act), the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof.

(b)           Shelf Period. The Company will use commercially reasonable efforts, consistent with the terms of this Agreement, to keep the Shelf Registration continuously effective under the Securities Act in order to permit the relevant Prospectus forming part of the Shelf Registration Statement to be usable by the relevant Holders until the earlier of: (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another registration statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder); and (ii) the date as of which no Holder holds Registrable Securities. To the extent the Company is eligible under the relevant provisions of Rule 430B under the Securities Act, if the Company files any Shelf Registration, the Company may include in such Shelf Registration such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a prospectus supplement rather than a post-effective amendment.

(i)

Shelf Takedown Request. At any time and from time to time after the effectiveness of the Shelf Registration Statement, and subject to the Governance Agreement, any Holder or group of Holders, as the case may be (each, in such case, a “Takedown Holder”) with Registrable Securities included on such Shelf Registration Statement may request to sell all or any portion of its Registrable Securities included thereon in a Public Offering, including an Underwritten Shelf Takedown, that is registered pursuant to such Shelf Registration Statement (a “Shelf Takedown”). Any requests for a Shelf Takedown pursuant to this SECTION 2.2(c)(i) shall be made by giving prior written notice to the Company (a “Shelf Takedown Request”). The Shelf Takedown Request shall specify the approximate number of Registrable Securities to be sold in the Shelf Takedown. In connection with any proposed Shelf Takedown, each Holder agrees, in an effort to conduct any such Shelf Takedown in the most efficient and organized manner, to coordinate with any other Takedown Holder(s) prior to initiating any sales efforts and cooperate with the other Takedown Holder(s) as to the terms of such Shelf Takedown, including the aggregate amount of securities to be sold and the number of Registrable Securities to be sold by each Holder. Notwithstanding anything to the contrary set forth herein, the Company shall be obligated to effect only one Underwritten Shelf Takedown within any ninety (90)-day period.

(ii)

Shelf Takedown Offer Notice. Promptly upon receipt of a Shelf Takedown Request for any Underwritten Shelf Takedown, if the Company is then obligated to effect such Underwritten Shelf Takedown pursuant to SECTION 2.2(c)(i), the Company shall give written notice of the requested Shelf Takedown (the “Shelf Takedown Offer Notice”) to all other Holders with Registrable Securities included on such Shelf Registration Statement (which shall include all applicable Holders in the case of a Shelf Registration that refers to unnamed selling securityholders in a generic manner) and, subject to the provisions of SECTION 2.2(e) hereof, shall include in the Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within three (3) Business Days after the date the Shelf Takedown Offer Notice is given. The request of any Holder (including any Takedown Holder) to participate in an Underwritten Shelf Takedown shall be binding on such Holder. The Company shall, as promptly as reasonably practicable (and in any event within ten (10) Business Days after the receipt of a Shelf Takedown Request, unless a longer period is agreed to by the Takedown Holders representing a majority of the Registrable Securities that made the Shelf Takedown Request), use its commercially reasonable efforts to facilitate such Shelf Takedown. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Takedown Request and shall not disclose or use the information contained in such Shelf Takedown Request without the prior written consent of the Company or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. Notwithstanding the foregoing, if such Shelf Takedown involves an Underwritten Public Offering, no Holder may participate in any Shelf Takedown pursuant to this SECTION 2.2(c) unless such Holder agrees to sell their Registrable Securities to the Underwriters (if any) selected as provided in SECTION 2.5(e) on the same terms and conditions as apply to the Takedown Holders.

(iii)

Block Sales. Notwithstanding the foregoing, but subject to the Governance Agreement, if any Takedown Holder(s) whose Registrable Securities are included in the Shelf Registration Statement wish to engage in a Block Sale then notwithstanding the foregoing time periods, such Takedown Holder(s) shall notify the Company and the other Holders of the Block Sale two (2) full Business Days prior to the day such offering is to commence, and such other Holders must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the day such offering is to commence), and the Company shall as promptly as reasonably practicable use its commercially reasonable efforts to facilitate such offering (which may close as early as two (2) Business Days after the date it commences); provided, that Takedown Holders representing a majority of the Registrable Securities wishing to engage in the Block Sale shall use commercially reasonable efforts to work with the Company and the Underwriters prior to making such request in order to facilitate preparation of the registration statement, Prospectus and other offering documentation related to the Block Sale.

(d)           Postponement or Suspension of Registration. The Company may, upon giving prompt written notice of such action to the Holders of Registrable Securities registered (or proposed to be registered) thereunder, defer or suspend the continued use of a Shelf Registration Statement (a “Shelf Suspension”) for a period of up to ninety (90) days if (A) the Board of Directors determines in good faith that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed or planned material financing, material acquisition, corporate reorganization, offer or sale of securities or other similar material transaction involving the Company or any of its subsidiaries, or (B) (i) upon advice of counsel for the Company, the sale of Registrable Securities pursuant to the Shelf Takedown Request would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (ii) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such non-public material information would have a material adverse effect on the Company or the Company’s ability to consummate such transaction. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above; provided, that the Company may defer or suspend the continued use of a particular Shelf Registration Statement pursuant to this SECTION 2.2(d) no more than twice in any twelve (12) month period, and for no more than ninety (90) days in the aggregate during any twelve (12) month period. The Company shall promptly notify the Holders of Registrable Securities registered (or proposed to be registered) pursuant to the applicable Shelf Registration Statement in writing upon the termination of any Shelf Suspension, and shall, as promptly as reasonably practicable, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission.

(e)           Priority of Securities Sold Pursuant to Shelf Takedowns. If the managing Underwriter of a proposed Underwritten Shelf Takedown pursuant to SECTION 2.2(c) advises the Company that, in its view, the number of Registrable Securities proposed to be included in such Underwritten Shelf Takedown exceeds the largest number of Registrable Securities that can be sold without having an adverse effect on such offering, including the timing, distribution method or probability of success of such offering and the price at which such Registrable Securities can be sold (the “Shelf Maximum Offering Size”), the Company shall include in such Underwritten Shelf Takedown, in the priority listed below (unless otherwise required by the managing Underwriter), a number of Registrable Securities up to the Shelf Maximum Offering Size:

(i)

first, all Registrable Securities requested to be registered or sold by the Holders, which, in the opinion of the managing Underwriter, can be registered or sold without having the adverse effect described above (allocated, if necessary for the offering not to exceed the Shelf Maximum Offering Size, pro rata among such Holders on the basis of the relative number of Registrable Securities requested by each to be included in such registration); and

(ii)

second, other securities requested to be included in such registration, which, in the opinion of the managing Underwriter, can be registered or sold without having the adverse effect described above.

(f)           The provisions of this SECTION 2.2 shall be applicable to each takedown from a Shelf Registration Statement initiated under this SECTION 2.2.

SECTION 2.3.             Piggyback Registrations.

(a)           Participation. If the Company proposes to register any Equity Securities (other than pursuant to an Excluded Registration) under the Securities Act (whether for itself or otherwise in connection with a sale of securities by another Person, other than a Demand Registration (which shall be governed by the provisions of SECTION 2.1) or a Shelf Takedown (which shall be governed by the provisions of SECTION 2.2(c)), the Company at each such time shall as promptly as reasonably practicable (but in no event less than ten (10) Business Days prior to the proposed date of filing of such registration statement), give written notice (a “Piggyback Notice”) of such proposed filing to all Holders, and such Piggyback Notice shall offer the Holders the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”), subject to the restrictions set forth herein. Such Piggyback Notice shall specify, at a minimum, the number of securities proposed to be registered or offered, the proposed date of filing of such registration statement with the SEC or pricing of such offering, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Company of the proposed minimum offering price of such Equity Securities. Upon the request of any such Holder (a “Piggyback Seller”) made within five (5) Business Days after the receipt of a Piggyback Notice from the Company (which request shall be made subject to the Governance Agreement and shall specify the number of Registrable Securities intended to be registered by such Holder), the Company shall use commercially reasonable efforts to include in such registration statement all such Registrable Securities that are requested to be included therein (subject to SECTION 2.3(b) below). Notwithstanding the foregoing, if a Piggyback Registration involves a Public Offering, no Holder may participate in such Piggyback Registration unless such Holder agrees to sell their Registrable Securities to the Underwriters (if any) selected as provided in SECTION 2.5(e) on the terms and subject to the conditions set forth in the underwriting agreement negotiated between the Company, any such other Person on behalf of which securities are being registered (if applicable), and the Underwriters.

(b)           Priority of Piggyback Registration. If a Piggyback Registration involves an Underwritten Public Offering, and the managing Underwriter of any proposed offering of securities proposed to be included in a Piggyback Registration advises the Company that, in its view, the number of securities proposed to be included in such offering exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the timing, distribution method or probability of success of such offering and the price at which such securities can be sold (the “Piggyback Maximum Offering Size”), the Company shall include in such Piggyback Registration, in the priority listed below (unless otherwise required by the managing Underwriter), a number of securities up to the Piggyback Maximum Offering Size:

(i)

if the Piggyback Registration relates to an offering for the Company’s own account, then

(1)

first, all securities proposed to be registered or sold by the Company;

(2)

second, all Registrable Securities requested to be registered or sold by the Holders, which, in the opinion of the managing Underwriter, can be registered or sold without having the adverse effect described above (allocated, if necessary for the offering not to exceed the Piggyback Maximum Offering Size, pro rata among such Holders on the basis of the relative number of Registrable Securities requested by each to be included in such registration); and

(3)

third, other securities requested to be included in such registration, which, in the opinion of the managing Underwriter, can be registered or sold without having the adverse effect described above; or

(iii)

if the Piggyback Registration relates to an offering other than for the Company’s own account, then

(1)

first, all securities proposed to be registered or sold by any holder of securities with a contractual right to include such securities in such registration statement prior to any Holder;

(2)

(3)

third, other securities requested to be included in such registration, which, in the opinion of the managing Underwriter, can be registered or sold without having the adverse effect described above.

(c)           Piggyback Suspension or Withdrawals. If at any time after giving a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such Piggyback Registration, the Company determines for any reason not to register, or to delay registration of, such securities, the Company shall give written notice of such determination to each Holder that gave notice to the Company of its intention to have Registrable Securities included therein in accordance with SECTION 2.3(a) and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that a registration or sale be effected as a Demand Registration under SECTION 2.1 or an Underwritten Shelf Takedown under SECTION 2.2, as the case may be, and (ii) in the case of a determination to delay registration, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay registering any Registrable Securities.

SECTION 2.4.             Lock-Up Agreements. In connection with each registration or sale of Registrable Securities pursuant to SECTION 2.1, SECTION 2.2 or SECTION 2.3 conducted as an Underwritten Public Offering, each Holder agrees, if requested, to become bound by and to execute and deliver a lock-up agreement with the managing Underwriter(s) of such Public Offering restricting such Holder’s right to, among other things and subject to the particular terms and conditions set forth in such lock-up agreement, (a) Transfer, directly or indirectly, any Equity Securities of the Company held by such Holder or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of such securities during the period commencing on the date of the final Prospectus relating to such Public Offering and ending on the date specified by the Underwriters (such period not to exceed ninety (90) days); provided, that in no event shall the Holders be obligated to enter into any such lock-up agreement that is any more restrictive than such agreements agreed to by the other shareholders of the Company participating in such offering; provided, further, that no such shareholder shall be released from any lock-up agreement unless the Holders are similarly released. The terms of such lock-up agreements shall be negotiated among the participating Holders, the Company and the Underwriters and shall include customary carve-outs from the restrictions on Transfer set forth therein.

SECTION 2.5.             Registration Procedures. Whenever any Holders request that any Registrable Securities be registered pursuant to SECTION 2.1, SECTION 2.2 or SECTION 2.3, subject to the respective provisions of such Sections, the Company shall use its commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as promptly as reasonably practicable, and, in connection with any such request:

(a)           As promptly as reasonably practicable, prepare the required registration statement, including all exhibits and financial statements required under the Securities Act to be filed therewith and the Prospectus, and prior to filing a registration statement or Prospectus, the Company shall furnish to each participating Holder and each Underwriter, if any, of the Registrable Securities covered by such registration statement or Prospectus, copies of the registration statement or Prospectus and all other documents proposed to be filed, which documents will be subject to the review and comment of such participating Holder and its counsel prior to filing, such review to be conducted promptly, and such other documents as such Holder or Underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder.

(b)           After the filing of the registration statement, the Company shall (i) promptly notify each Holder holding Registrable Securities covered by such registration statement of (A) the time when such registration statement has been declared effective or a supplement or amendment to any Prospectus forming a part of such registration statement has been filed, (B) any written comments by the SEC, or any request by the SEC or other federal or state governmental authority for amendments or supplements to such registration statement or such Prospectus, or for additional information (whether before or after the effective date of the registration statement) or any other correspondence with the SEC, FINRA, any stock exchange or other self-regulatory organization relating to, or which may affect, the registration, and a reasonable time prior to furnishing or filing any response to such correspondence to the SEC, FINRA, stock exchange or self-regulatory organization, furnish drafts of such correspondence to such Holder and their counsel for their reasonable review and comment, such review and comment to be conducted promptly, (C) any stop order issued or threatened by the SEC or any state securities commission and take all commercially reasonable actions required to prevent the entry of such stop order or to remove it if entered, and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (ii) prepare and file with the SEC such amendments and post-effective amendments to such registration statement and supplements to the Prospectus as may be necessary to keep such registration statement effective for the period of time required by this Agreement, and shall incorporate such information as the managing Underwriter or Underwriters and each of the participating Holders mutually agree should be included therein relating to the plan of distribution; and (iii) comply with provisions of the applicable securities laws with respect to the sale or other disposition of all securities covered by such registration statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such registration statement.

(c)           The Company shall use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Holder holding such Registrable Securities reasonably (in light of such Holder’s intended plan of distribution) requests, and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable the registration and sale of the Registrable Securities; provided, that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this SECTION 2.5(c), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.

(d)           The Company shall promptly notify each Holder holding Registrable Securities covered by such registration statement, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and prepare and make available to each such Holder and file with the SEC any such supplement or amendment as promptly as reasonably practicable. Each Holder agrees that, at any time that such Holder is participating in a disposition pursuant to a registration statement filed (or to be filed) by the Company pursuant to this Agreement, upon receipt of any written notice from the Company of the occurrence of any event requiring the preparation of a supplement or amendment to a Prospectus pursuant to the first sentence of this SECTION 2.5(d), such Holder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder’s receipt of the copies of a supplemented or amended Prospectus, and, if so directed by the Company, such Holder shall deliver to the Company all copies, other than any permanent file copies then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice.

(e)           In the case of an Underwritten Public Offering under SECTION 2.1 or SECTION 2.2, the managing Underwriter or Underwriters to administer the offering shall be determined by the Holders of a majority of the Registrable Securities to be included in such offering; provided, that such Underwriter or Underwriters shall be reasonably acceptable to the Company; provided, further, that, in connection with an Underwritten Public Offering under SECTION 2.1, the Requesting Holder(s) may delegate its or their rights under this SECTION 2.5(e) to the Board of Directors. In the case of an Underwritten Public Offering under SECTION 2.3, the managing Underwriter or Underwriters to administer the offering shall be determined by the Board of Directors.

(f)           In connection with an Underwritten Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form), and take all such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Underwritten Public Offering, including the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with FINRA. The Company shall make such representations and warranties to the holders of Registrable Securities being registered, and the Underwriters or agents, if any, in form, substance and scope as are customarily made by issuers in secondary underwritten public offerings and take any other actions as the Holders of a majority of the Registrable Securities being registered, or the managing Underwriter or Underwriters, if any, reasonably request in order to expedite or facilitate the registration and disposition of such Registrable Securities. Each Holder participating in such underwriting shall also enter into such agreement. In the event an Underwritten Public Offering is not consummated because any condition to the obligations under any related written agreement with such Underwriters is not met or waived, and such failure to be met or waived is not attributable to the fault of any Holder, such Underwritten Public Offering will not count for purposes of determining when future Demand Registrations or Shelf Takedowns may be requested by such Holder hereunder.

(g)           Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, and upon reasonable notice at reasonable times and for reasonable periods, the Company shall make available for inspection by any Holder and any Underwriter, in each case, participating in any disposition pursuant to a registration statement filed (or to be filed) by the Company pursuant to this Agreement and any attorney, accountant or other professional retained by any such Holder or Underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties (collectively, the “Records”) of the Company as shall be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by law. Each Holder agrees that at the time that such Holder is participating in any disposition pursuant to a registration statement filed (or to be filed) by the Company pursuant to this Agreement, information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in equity securities unless and until such information is made generally available to the public, and further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.

(h)           The Company shall cause to be furnished to each Holder and each Underwriter, if any, in each case, participating in any disposition pursuant to a registration statement filed (or to be filed) by the Company pursuant to this Agreement a signed counterpart, addressed to such Holder or Underwriter, of (i) an opinion or opinions and negative assurance letter of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as such Holders holding a majority of such Registrable Securities in the applicable registration or the managing Underwriter therefor reasonably requests; provided, that if the Company fails to obtain such opinion(s), negative assurance letter or comfort letter and the relevant offering is abandoned, then such offering will not count as a Demand Registration or Shelf Takedown for purposes of determining when future Demand Registrations or Shelf Takedowns may be requested by Holders hereunder.

(i)           The Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement or such other document that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. The Company shall cooperate with each seller of Registrable Securities and each Underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings to be made with FINRA.

(j)           The Company may require each such Holder participating in any disposition pursuant to a registration statement filed (or to be filed) by the Company pursuant to this Agreement, by written notice given to each such Holder not less than ten (10) days prior to the filing date of such registration statement, to promptly, and in any event within seven (7) days after receipt of such notice, furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration. Each Holder of Registrable Securities agrees to furnish such information to the Company and cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.

(k)           The Company shall use its commercially reasonable efforts to list all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded and if none of the Registrable Securities are so listed, on any securities exchange or quotation system on which similar securities issued by the Company are then listed, and if no such similar securities are listed, on any national securities exchange.

(l)           The Company shall have its appropriate officers (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other reasonable actions to obtain ratings for any Registrable Securities and (iii) otherwise use their commercially reasonable efforts to cooperate as requested by the Underwriters in the offering, marketing or selling of the Registrable Securities.

(m)           In the case of a Block Sale or other Underwritten Public Offering, the Company shall use commercially reasonable efforts to cause each director and executive officer of the Company to enter into customary lock-up agreements if so required by the managing Underwriter in accordance with customary underwriting practice; provided, that the lock-up period set forth in any such agreement shall not exceed ninety (90) days.

(n)           (A) The Company shall as promptly as reasonably practicable and within the deadlines specified by the Securities Act, use commercially reasonable efforts to make all required filings of all Prospectuses with the SEC and (B) within the deadlines specified by the Exchange Act, use commercially reasonable efforts to make all filings of materials required by the Exchange Act.

(o)           The Company shall as promptly as reasonably practicable and within the deadlines specified by the Securities Act, make all required filing fee payments in respect of any registration statement or Prospectus used under this Agreement (and any offering covered thereby).

(p)           Notwithstanding anything in this Agreement, none of the provisions of this Agreement shall in any way limit a Holder or any of its Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, merger advisory, financing asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of such Holder’s or its Affiliate’s business.

(q)           The Company shall take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities in accordance with the terms of this Agreement.

(r)           The Company shall not, without the prior written consent of the Trawlers Parties’ Representative and the Glazer Parties’ Majority, issue, grant or permit any Person to have or benefit from any registration right which is in conflict or inconsistent with, or superior to or more advantageous, than any registration right granted or permitted under this Agreement, including, but not limited to, registration rights that would reduce the number of securities a Holder may include in any registration or registration rights that would allow any other Person to demand registration of their securities without providing the Holders piggyback rights.

SECTION 2.6.             Registration Expenses. The Company shall be liable for and pay all Registration Expenses in connection with each registration or offering of Registrable Securities pursuant to ARTICLE II, regardless of whether or not such registration or offering, as applicable, is effected.

SECTION 2.7.             Indemnification.

(a)           Indemnification by the Company. The Company shall indemnify and hold harmless each Holder and its Indemnified Parties from and against any and all Damages caused by or relating to (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or Prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading, or (iii) any violation or alleged violation by the Company or any of its subsidiaries of the Securities Act, Exchange Act or any other federal, state, foreign or common law rule or regulation applicable to the Company or any of its subsidiaries and relating to action or inaction in connection with the matters contemplated by this Agreement, except insofar as such Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made in reliance upon and in conformity with information furnished in writing to the Company by such Holder or on such Holder’s behalf expressly for use therein (such information, “Selling Shareholder Information”); provided, that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any Prospectus, the indemnity agreement contained in this paragraph shall not apply to the extent that any Damages result from the fact that a current copy of the Prospectus was not sent or given to the Person asserting any such Damages at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that the Company has provided such Prospectus to such Holder and it was the responsibility of such Holder to provide such Person with a current copy of the Prospectus and such current copy of the Prospectus would have cured the defect giving rise to such Damages. This indemnity shall be in addition to any liability the Company may otherwise have. This indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any Indemnified Party and shall survive any Transfer of securities by any Holder and regardless of any indemnity agreed to in any underwriting agreement that is less favorable to any Holder.

(b)           Indemnification by the Participating Holders. Each Holder, at the time that such Holder holds Registrable Securities included in any registration statement, agrees, severally but not jointly, to indemnify and hold harmless from and against all Damages the Company and its Indemnified Parties resulting from (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or Prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission is contained in such participating Holder’s Selling Shareholder Information, and (iii) to the extent that any Damages result from the fact that a current copy of the Prospectus was not sent or given to the Person asserting any such Damages at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of such Holder to provide such Person with a current copy of the Prospectus and such current copy of the Prospectus was available to such Holder and would have cured the defect giving rise to such Damages. As a condition to including Registrable Securities in any registration statement filed in accordance with ARTICLE II, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any Underwriter to indemnify and hold it harmless to the extent customarily provided by Underwriters with respect to similar securities. No Holder shall be liable under this SECTION 2.7(b) for any Damages in excess of the net proceeds (including net of any underwriting discounts and commissions but before expenses) realized by such Holder in the sale of Registrable Securities of such Holder to which such Damages relate, less any amounts paid by such Holder pursuant to SECTION 2.10 and any amounts paid by such Holder to the Company as a result of liabilities incurred under any underwriting agreement related to a sale.

SECTION 2.8.             Indemnification Procedures. If any proceeding (including any governmental investigation) shall be instituted involving any Indemnified Party in respect of which indemnity may be sought pursuant to ARTICLE II, such Indemnified Party shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the retention of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses, provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent. If any proceeding is settled with the consent of the Indemnifying Party, or if there is a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any Damages (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent of the Indemnified Party, no Indemnifying Party shall effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding and does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

SECTION 2.9.             Indemnification Priority. The Company hereby acknowledges and agrees that any of the Persons entitled to indemnification pursuant to SECTION 2.7(a) (each, a “Company Indemnitee” and collectively, the “Company Indemnitees”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by other sources. The Company hereby acknowledges and agrees (i) that it is the indemnitor of first resort (i.e., its obligations to a Company Indemnitee are primary and any obligation of such other sources to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Company Indemnitee are secondary) and (ii) that it shall be required to advance the full amount of expenses incurred by a Company Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement without regard to any rights a Company Indemnitee may have against such other sources. The Company further agrees that no advancement or payment by such other sources on behalf of a Company Indemnitee with respect to any claim for which such Company Indemnitee has sought indemnification, advancement of expenses or insurance from the Company shall affect the foregoing, and that such other sources shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Company Indemnitee against the Company.

SECTION 2.10.           Contribution.

(a)           If the indemnification provided for in SECTION 2.7 and SECTION 2.8 is unavailable to the Indemnified Parties or insufficient in respect of any Damages (other than by reason of the exceptions provided herein), then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Damages, as between the Company on the one hand and each such Holder on the other, in such proportion as is appropriate to reflect the relative fault of the Company and of each such Holder in connection with such statements or omissions, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of each such Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(b)           The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this SECTION 2.10 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in SECTION 2.10(a). The amount paid or payable by an Indemnified Party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this SECTION 2.10, no Holder shall be required to contribute any amount in excess of the amount by which the net proceeds (including net of any underwriting discounts and commissions but before expenses) realized by such Holder in the sale of Registrable Securities of such Holder to which such Damages relate exceeds the amount of any Damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Subject to the foregoing and as among the Holders, each Holder’s obligation to contribute pursuant to this SECTION 2.10 is several in the proportion that the proceeds of the offering received by such Holder bears to the total proceeds of the offering received by all such Holders participating therein and not joint. Notwithstanding the foregoing, the total amount to be contributed by any Holder pursuant to this SECTION 2.10 shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the offering to which such registration statement or Prospectus relates.

SECTION 2.11.          Cooperation by the Company. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC that may at any time permit the sale of securities to the public without registration, the Board of Directors agrees to use, and to cause the Company to use, its commercially reasonable efforts to:

(a)           make and keep public information available, as those terms are defined in Rule 144, at all times the Company remains subject to the reporting requirements of the Securities Act or the Exchange Act;

(b)           file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (to the extent the Company remains subject to such reporting requirements);

(c)           furnish to any Holder, so long as such Holder owns any Registrable Securities, upon request by such Holder, (i) a written statement by the Company that it has complied with (A) the reporting requirements of Rule 144, and (B) the Securities Act and the Exchange Act (to the extent the Company remains subject to such reporting requirements) or that the Company qualifies as a registrant whose securities may be resold pursuant to Form F-3 (to the extent the Company remains so qualified), (ii) a copy of the most recent annual or quarterly report of the Company and (iii) such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration; and

(d)           upon the request of any Holder, instruct the transfer agent in writing that it shall rely on the written legal opinion of such Holder’s counsel, and shall act in accordance with the written instructions of such Holder’s counsel, with respect to any transfer of Equity Securities.

SECTION 2.12.             Participating Holder. By written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in Underwritten Public Offerings and other offerings of Registrable Securities and to be a Piggyback Seller and participate in a Piggyback Registration (an “Opt-Out”), until such time as the written notice is rescinded in writing. During such time as an Opt-Out is in effect: (a) the Opting-Out Holder shall not receive notices of any proposed Demand Registration, Shelf Takedown or Piggyback Registration and (b) shall not be entitled to participate in any such registration or offering.

ARTICLE III
MISCELLANEOUS

SECTION 3.1.             Term. This Agreement shall terminate upon the earliest to occur of (a) the mutual written agreement of each of the parties hereto to terminate this Agreement and (b) such date on which no Holder holds any Registrable Securities; provided, however, that such termination shall not relieve any party from any liability with respect to its obligations hereunder prior to the effective time of such termination; provided, further, that the provisions of SECTION 2.7, SECTION 2.8, SECTION 2.9, SECTION 2.10 and SECTION 2.11 shall survive any such termination.

SECTION 3.2.             Recapitalization, Exchanges Etc., Affecting Securities. The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Registrable Securities and to any and all Equity Securities or equity securities of any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise, including shares issued by a parent company in connection with a triangular merger or otherwise) which may be issued in respect of, in exchange for, or in substitution of Registrable Securities, appropriately adjusted for any dividends, splits, reverse splits, combinations, reclassifications and the like occurring after the date hereof.

SECTION 3.3.             Aggregation of Registrable Securities. All Registrable Securities held by a Holder, its Affiliates and its other Permitted Transferees shall be aggregated together for purposes of determining the availability of any rights under this Agreement.

SECTION 3.4.             Amendment; Waiver.

(a)           No failure or delay on the part of the Company or any Holder in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or any Holder at law or in equity or otherwise.

(b)           The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, in each case without the written consent of the Company and the Holders of a majority of the Registrable Securities; provided, that any amendment, modification or waiver that materially and adversely affects any Holder or group of Holders disproportionately as compared to any other Holder or group of Holders shall only be effective against such Holder(s) with the written consent of a majority of the voting power of the Registrable Securities of such Holder(s).

(c)           The parties hereto may not waive any provision of this Agreement except pursuant to a written instrument signed by the party or parties who would be entitled to amend this Agreement with respect to the subject matter of such waiver. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party hereto, constitutes a waiver by the party taking such action of compliance with any provision of this Agreement. The waiver by any party hereto of any provision of this Agreement is effective only in the instance and only for the purpose that it is given and does not operate and is not to be construed as a further or continuing waiver of such provision or as a waiver of any other provision. No failure on the part of any party hereto to exercise, and no delay in exercising, any right, power or remedy under this Agreement, and no course of dealing or course of conduct between or among the parties hereto, operates as a waiver or estoppel thereof. No single or partial exercise of any right, power or remedy under this Agreement by any party hereto precludes any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies under this Agreement are cumulative, not alternative and are not exclusive of any other remedies provided by law.

SECTION 3.5.             Successors and Assigns; Third Party Beneficiaries.

(a)           The rights of a Holder under this Agreement may only be assigned, with all related obligations as set forth below, in connection with a Transfer of Registrable Securities to a Permitted Transferee of that Holder. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this SECTION 3.5 will be effective unless the Permitted Transferee to which the assignment is being made, if not a Holder, has executed a joinder to this Agreement agreeing to be bound by, and become a party to, this Agreement. A Permitted Transferee to whom rights are Transferred pursuant to this SECTION 3.5 may not again Transfer those rights to any other Permitted Transferee, other than as provided in this SECTION 3.5. For the avoidance of doubt, the transferor in any Transfer permitted by this SECTION 3.5 shall retain its rights and obligations under this Agreement with respect to any Registrable Securities not so Transferred.

(b)           This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Nothing express or implied herein is intended or shall be construed to confer upon any Person, other than the parties hereto and their respective successors and permitted assigns and all Indemnified Parties, any rights, remedies or other benefits under or by reason of this Agreement.

SECTION 3.6.             Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement (other than SECTION 3.13 which shall be deemed fundamental) is held to be invalid, illegal or unenforceable in any respect under any applicable law, such invalidity, illegality or unenforceability shall not affect any other provision; provided that such provision shall be construed to give effect to the Parties’ intent regarding such provision to the maximum extent permitted by applicable law.

SECTION 3.7.             Notices. All notices, requests, demands, claims and other communications hereunder will be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly given (a) when delivered personally to the recipient, (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), in each case addressed to the intended recipient as set forth below:

If to any Trawlers Party, addressed to them at:

#####

Attention: Legal

Email: #####

With a copy to (which shall not constitute notice):

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064
Attention: Krishna Veeraraghavan, Benjamin Goodchild and Christodoulos Kaoutzanis

Email: #####, #####, #####

and

Slaughter and May

1 Bunhill Row

London EC1Y 8YY

United Kingdom

Attention: Hywel Davies and Andrew Jolly

Email: ##### and #####

If to the Company, addressed to it at:

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: Marc Jaffe, Ian Schuman and Benjamin Cohen

Email: #####, #####, #####

and

Woods Oviatt Gilman LLP

1900 Bausch and Lomb PI, Rochester, NY 14604

Attention: Mitchell S. Nusbaum

Email: #####

If to a Glazer Party, to the address set out opposite their name in Schedule A hereto.

If to any other Holder not listed above, at its address and the address of its representative, if any, listed on the signature pages hereof.

Any Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other Parties notice in the manner set forth in this SECTION 3.7.

SECTION 3.8.             Governing Law; Waiver of Jury Trial.

(a)           This Agreement and any controversy, dispute or claim arising hereunder or related hereto (whether by contract, statute, tort or otherwise) shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

(b)           EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. 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 LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.8.

(c)           The Parties submit to the exclusive jurisdiction of the state and federal courts sitting in the State of New York in respect of the interpretation and enforcement of the provisions of this Agreement and any related agreement, certificate or other document delivered in connection herewith and by this Agreement waive, and agree not to assert, any defense in any action for the interpretation or enforcement of this Agreement and any related agreement, certificate or other document delivered in connection herewith that they are not subject to such jurisdiction or that such action may not be brought or is not maintainable in such courts or that this Agreement may not be enforced in or by such courts, that the action is brought in an inconvenient forum, or that the venue of the action is improper.

(d)           Each Party agrees that service in person or by certified or by nationally recognized overnight courier to its address set forth in SECTION 3.7 shall constitute valid in personam service upon such Party and its successors and assigns in any proceeding commenced pursuant to this SECTION 3.8. Each Party hereby acknowledges that this is a commercial transaction, that the foregoing provisions for service of process and waiver of jury trial have been read, understood and voluntarily agreed to by each party and that by agreeing to such provisions each party is waiving important legal rights.

SECTION 3.9.             Specific Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by the parties in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by another party and to enforce specifically the terms and provisions of this Agreement and to thereafter cause the transactions contemplated by this Agreement to be consummated on the terms and subject to the conditions thereto set forth in this Agreement. The foregoing rights are in addition to and without limitation of any other remedy to which the parties may be entitled at law or in equity. The parties further agree not to assert that a remedy of specific performance 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. Each of the parties hereby waives (a) any defenses that specific performance is not an appropriate remedy, including the defense that a remedy at law would be adequate and (b) any requirement under any applicable law to post a bond or other security as a prerequisite to obtaining equitable relief. The parties further agree that by seeking the remedies provided for in this SECTION 3.9, no party shall in any respect waive its right to seek at any time any other form of relief that may be available to it under this Agreement or any other agreement or document entered into in connection herewith or the transactions contemplated hereby (including monetary damages) in the event that the remedies provided for in this SECTION 3.9 are not available or otherwise are not granted.

SECTION 3.10.           Entire Agreement; Exclusivity of Agreement. This Agreement and any agreements entered into in connection with this Agreement and any exhibits and other documents referred to herein (the “Relevant Agreements and Documents”) constitute the final agreement between the parties hereto and are the complete and exclusive expression of agreement of the parties hereto with respect to the subject matter hereof and thereof. All prior and extemporaneous negotiations, communications, arrangements, letters, term sheets and agreements between the parties hereto on the subject matters contained in this Agreement and the Relevant Agreements and Documents, whether written or oral, are expressly merged into and superseded by this Agreement and the Relevant Agreements and Documents. The provisions of this Agreement and the Relevant Agreements and Documents may not be explained, supplemented or qualified through evidence of trade usage or a prior course of dealing. There are no conditions precedent to the effectiveness of this Agreement.

SECTION 3.11.           Counterparts. This Agreement may be executed in counterparts (including by means of facsimile or electronic transmission), each of which shall be deemed an original but all of which together will constitute one and the same instrument.

SECTION 3.12.           Further Assurances. Each of the parties shall, at the request of another party and at such requesting party’s expense, execute and deliver any further instruments or documents and take all such further actions as are reasonably requested of it in order to consummate and make effective the transactions contemplated by this Agreement.

SECTION 3.13.           Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Company and each Holder covenant, agree and acknowledge that this Agreement may only be enforced against the parties hereto. Any claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may be made only against the entities that are expressly identified as a party. No Person who is not a named party to this Agreement, including without limitation any past, present or future director, officer, employee, incorporator, member, partner, equityholder, Affiliate, agent, attorney or representative of any named Party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and, each party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliate. The provisions of this SECTION 3.13 are intended to be for the benefit of, and shall be enforceable by, each of the Non-Party Affiliates and such Person’s estate, heirs and representatives.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

	COMPANY:

	MANCHESTER UNITED PLC


	By:	/s/ Patrick Stewart
	Name:	Patrick Stewart
	Title:	Interim Chief Executive Officer and General Counsel

[REGISTRATION RIGHTS AGREEMENT]

	HOLDERS:

	TRAWLERS LIMITED


	By:	/s/ Tristan Head
	Name:	Tristan Head
	Title:	Officer

[REGISTRATION RIGHTS AGREEMENT]

	HOLDERS:

	Joel M. Glazer Irrevocable Exempt Trust

	By:	/s/ Joel M. Glazer
	Name: Joel M. Glazer
	Title: Trustee

	RECO HOLDINGS LLC

	By:	Joel M. Glazer Irrevocable Exempt Trust, its sole member

	By:	/s/ Joel M. Glazer
	Name: Joel M. Glazer
	Title: Trustee

	DARCIE S. GLAZER IRREVOCABLE EXEMPT TRUST

	By:	/s/ Darcie S. Glazer Kassewitz
	Name: Darcie S. Glazer Kassewitz
	Title: Trustee

	BRYAN G. GLAZER IRREVOCABLE EXEMPT TRUST

	By:	/s/ Bryan G. Glazer
	Name: Bryan G. Glazer
	Title: Trustee

	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

[REGISTRATION RIGHTS AGREEMENT]

	AVRAM GLAZER IRREVOCABLE EXEMPT TRUST

	By:	/s/ Avram Glazer
	Name: Avram Glazer
	Title: Trustee

	HAMILTON TFC LLC

	By: Avram Glazer Irrevocable Exempt Trust, its sole member

	By:	/s/ Avram Glazer
	Name: Avram Glazer
	Title: Trustee

	EDWARD S. GLAZER IRREVOCABLE EXEMPT TRUST

	By:	/s/ Edward S. Glazer
	Name: Edward S. Glazer
	Title: Trustee

	KEVIN GLAZER IRREVOCABLE EXEMPT FAMILY TRUST

	By:	/s/ Kevin E. Glazer
	Name: Kevin E. Glazer
	Title: Trustee

	KEGT HOLDINGS LLC

	By: Kevin Glazer Irrevocable Exempt Family Trust, its sole member

	By:	/s/ Kevin E. Glazer
	Name: Kevin E. Glazer
	Title: Trustee

SCHEDULE A

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	#####

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