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Contents 1 DATED 2007 1.1 MY FOOTBALL CLUB LIMITED MY FOOTBALL CLUB SOCIETY LIMITED OPERATING AGREEMENT 1.2 THIS AGREEMENT is made on 1.3 WHEREAS 1.4 NOW IT IS HEREBY AGREED as follows:- 1.5 1. DEFINITIONS AND INTERPRETATION 1.6 2. PROVISION OF SERVICES 1.7 3. ADDITIONAL SERVICES AND REDUCED SERVICES 1.8 4. CHARGES 1.9 5. PAYMENT 1.10 6. OPERATOR OBLIGATIONS 1.11 7. CLIENT OBLIGATIONS 1.12 8. RELIEF EVENTS 1.13 9. LEGAL AND REGULATORY CHANGES 1.14 10. CHANGE CONTROL 1.15 11. COMPUTER SYSTEMS 1.16 12. WEB APPLICATION 1.17 13. ACCESS TO RECORDS AND PREMISES 1.18 14. CONFIDENTIALITY 1.19 15. LIABILITY 1.20 16. BANK ACCOUNTS 1.21 17. FORCE MAJEURE 1.22 18. COMPLAINTS AND LITIGATION 1.23 19. AUTHORITY 1.24 20. NO PARTNERSHIP 1.25 21. COMMENCEMENT AND TERMINATION 1.26 22. DATA PROTECTION 1.27 23.NOTICES 1.28 24. INTELLECTUAL PROPERTY RIGHTS 1.29 25. ENTIRE AGREEMENT AND ACKNOWLEDGEMENT 1.30 26. THIRD PARTY RIGHTS 1.31 27. AMENDMENTS 1.32 28. ASSIGNMENT AND SUB-CONTRACTING 1.33 29. WAIVER 1.34 30. ANNOUNCEMENTS 1.35 31. COUNTERPARTS 1.36 32. GOVERNING LAW 2 SCHEDULE I 2.1 SERVICES 3 Part A - Services pre-takeover of a football club 4 Part B - Services pre and post takeover of the football club 5 SCHEDULE 2 5.1 CHARGING, ALLOCATION OF MEMBERSHIP FEES AND ACCOUNTS 5.1.1 1. INTERPRETATIONS AND DEFINITIONS 5.1.2 2. OPERATOR FEE 5.1.3 3. OPERATION OF ACCOUNTS

[edit] DATED 2007

[edit] MY FOOTBALL CLUB LIMITED MY FOOTBALL CLUB SOCIETY LIMITED OPERATING AGREEMENT

[edit] THIS AGREEMENT is made on

(1) MY FOOTBALL CLUB LIMITED a limited company registered in England and Wales (Company Number: 621 5636)(the "Operator");and

(2) MY FOOTBALL CLUB SOCIETY LIMITED an Industrial and Provident Society registered with the Financial Services Authority in England and Wales (Registered Number: 30275R (the "Clientor the "Society");

[edit] WHEREAS

(A) The Operator owns and operates a website at myfootballclub.co.uk (the "Website");

(B) The Client wishes to appoint the Operator as a provider of services to the Society to allow the Society to function effectively in accordance with its Rules and the operate the Website for the benefit of Members of the Society (more particularly described below) to the Client and the Operator has agreed to provide such services on the terms of this Agreement;

[edit] NOW IT IS HEREBY AGREED as follows:-

[edit] 1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement and the Schedules hereto, unless there is something in the subject or context inconsistent therewith, the following expressions shall bear the following meanings:-

Act means the Data Protection Act 1998 and any subsequent legislation amending or superseding the same;

Additional Services means services which are related to or connected with the Services which the Operator determines (acting as a reasonably prudent provider of services which are similar to the Services) should be carried out by the Operator in addition to the Services and which are not material Services. Changes to material Services shall be dealt with in accordance with Change Control;

Agreement means this Agreement and includes the Schedules and documents referred to in this Agreement and the Schedules;

Business Day means any day (except a Saturday or a Sunday) on which banks in England are open for business;

Computer Systems means the computer systems that the Operator operates or uses in order to run the Web Application;

Commencement Date means the date on which the Operator first requests payment of a Membership Fee from potential Members;

Contract Year means any of (i) the period from and including the Commencement Date up to and including the day before the anniversary of the Commencement Date, and thereafter (ii) each period starting on (and including) the anniversary of the Commencement Date and ending on the day before the next anniversary of the Commencement Date;

Control means the power to direct the management and policies of such person directly or indirectly whether through the ownership of voting securities by contract or otherwise and "controlling" or "control" shall have the meaning assigned to them by section 41 6 of the Income and Corporation Taxes Act 1988;

Customer means any person who makes any enquiry about becoming a Member or who registers on the Website as potentially interested in becoming a Member but who is not yet a Member;

Customer Data means any data which relates to the Customer or a Member;

Default means a negligent act or omission of a party, a breach by a party of any of its obligations under this Agreement, an obligation of a party to indemnify the other party under this agreement and any other act or omission of a party that gives rise to liability under this agreement (provided that references to a party in this definition shall, in the case of the Operator, include any subcontractor);

FSA means the Financial Services Authority or any successor to the Financial Services Authority;

Group means (in relation to any party to this Agreement) the group of companies of which the party referred to forms part comprising that party and all other companies from time to time being Subsidiaries of that party, Subsidiaries of that party's Holding Company, or Subsidiaries of such Subsidiaries;

Initial Term has the meaning given to that term in Clause 21 .I;

lntellectual Property Rights includes any copyright, patent, trade mark, service mark, trade names and rights in passing off, design right (whether registered or unregistered), semi-conductor topography right, trade secret, confidential information and know-how, any applications for the foregoing and all other similar rights anywhere in the world;

Laws or Regulations in relation to any party means all laws or regulations that are applicable to that party and any other regulations, statutory instruments, requirements, codes of practice, stipulations or conditions made by any professional or regulatory organisation or association of which the Client or the Operator may from time to time be a member or to which the Client or Operator may be subject from time to time;

LIBOR means the rate per annum displayed on Telerate page 3750 (or, if such page or such service shall cease to be available, such other page or such other service (as the case may be) as may be nominated by the British Banker's Association for the purpose of displaying the British Banker's Association Interest Settlement Rates for Sterling for such period at or about 11.00am on the relevant date), or if no such rate is available, such other comparable rate as may be selected by the Client (acting reasonably);

Mandatory Changes has the meaning given to that term in Clause 9.1 .I;

Member means a Customer who has paid the Membership Fee due for that Membership Year and who continues to be a Member during the Membership Year in accordance with the Rules or a Member who renews their membership in accordance with the Rules, to the extent that their membership has not been withdrawn by the Operator in accordance with the Rules;

Membership Fee means the fee payable for Customers to become a Member or for existing Members to renew their membership subject to and in accordance with the Rules;

Membership Year means the period of 12 months from the date the relevant Customer first paid its membership fee or the relevant existing Member last paid its Membership Fee (as the case may be) or (if a Member paid its membership fee before the date of takeover of a football club, and a club is subsequently acquired) a period of 12 months from the date of takeover of a football club or (if no football Club is acquired) a period of 12 months from the date the Customer first paid its Membership Fee;

Power of Attorney means the power of Attorney entered into by the Client in favour of the Operator on or about the date hereof;

Reduced Services means those specific services which the Operator determines (acting as a reasonably prudent provider of services which are similar to the Services) should no longer be carried out by Operator upon the terms of this Agreement from time to time and which are not material Services. Changes to material Services shall be dealt with in accordance with Change Control;

Servicesmeans the services to be carried out by the Operator in accordance with the terms of this Agreement (including, but not limited to, the services referred to in Schedule 1 and any services which are incidental thereto) together with any Additional Services but excluding the Reduced Services as supplemented or reduced or varied from time to time in accordance with the provisions of this Agreement;

Service Charge means the charges payable by the Client to the Operator in accordance with this Agreement and set out in Schedule 2;

Service Standards means the standards of a reasonably prudent operator carrying on a similar business to the Operator;

Subsidiary and Holding Company bear the meanings ascribed to them in section 736 of the Companies Act 1985;

Third Party means any person or entity which is not a party of this Agreement;

Web Application means the Operator's latest and operational version of its web application that it uses to carry out the Services including any customisations, enhancements or substitutes that are made to the web application in accordance with this Agreement; and

Yearly Period means the period of one year from the Commencement Date and thereafter the period of one year from each anniversary of the Commencement Date.

1.2 The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

1.3 References to Clauses and Schedules are, unless the context otherwise requires, to :Clauses and Schedules of this Agreement.

1.4 References to a statute or a statutory provision include a reference to that statute or statutory provision as from time to time modified or re-enacted.

1.5 Where, at the direction of the Client, Services are provided to nominated subsidiaries references to the Client in this Agreement shall be deemed to include such nominated subsidiaries.

[edit] 2. PROVISION OF SERVICES

2.1 The Client appoints the Operator to provide the Services to the Client and to perform such other duties that are reasonably incidental thereto, in accordance with the Service Standards and subject to the provisions of this Agreement.

2.2 The appointment of the Operator by the Society shall be on an exclusive basis. The Client shall not appoint any other third party to provide services which are similar to the Services during the period of this Agreement.

2.3 The Operator shall obtain and maintain in force all memberships, licences, approvals, or qualifications it requires to perform its functions under this Agreement and shall comply with all statutory and regulatory requirements to which it is or may be subject from time to time in connection with such obligations.

[edit] 3. ADDITIONAL SERVICES AND REDUCED SERVICES

The Operator will provide such Additional Services or will cease to provide the relevant Reduced Services as it determines are required in order to perform the Services more efficiently or effectively. The provisions of this Agreement shall apply to the provision of all such Additional Services or the Services following the implementation of the Reduced Services in the same way as they apply to the other Services.

[edit] 4. CHARGES

4.1 In respect of the Services, the Client shall pay to the Operator the Service Charge in accordance with Schedule 2. The amount of the payment set out in Schedule 2 is subject to variation in accordance with the provisions set out therein.

4.2 All charges, fees and other sums referred to in this Agreement are exclusive of Value Added Tax (if any) which shall be payable by the Client upon receipt of a valid Value Added Tax invoice.

[edit] 5. PAYMENT

5.1 Fees payable under this Agreement are as set out in Schedule 2 and shall be due and payable in the manner indicated therein.

5.2 Interest shall be payable on any sum that becomes payable by either party to the other under this Agreement at the rate of 2 per cent. per annum plus 3 month LlBOR from time to time, to run from the due date for payment thereof until receipt by the payee, whether before or after judgement.

[edit] 6. OPERATOR OBLIGATIONS

6.1 The Operator shall perform its obligations under this Agreement with reasonable care, skill and diligence and shall deploy such suitably qualified personnel and adequate resources as will be necessary for the efficient and timely performance of the Services and to comply with this Agreement.

6.2 The Operator shall at all time during the continuance of this Agreement perform back ups of its data and records such that a reasonably prudent operator would perform.

6.3 The Operator shall perform the Services in accordance with the Rules. To the extent that there is a conflict between the terms of the Rules and the terms of this Agreement, the terms of the Rules shall prevail. For the avoidance of doubt, the Operator shall not be responsible for ensuring that the terms of the Rules comply with the Laws and Regulations, provided always that it shall perform the Services in accordance with the Laws and Regulations.

6.4 The Operator shall keep true, accurate and orderly records and other files.

6.5 To the extent that shares in a football club are not acquired by the Society in accordance with Part A of Schedule 1 for whatever reason by the date which is one year after the Commencement Date, the Operator shall as soon as reasonably possible thereafter refund each Member its Membership Fee subject only to the following deductions (a proportionate part of which shall be deducted from each Membership Fee which is returned to each Member): (i) any fees, costs or expenses incurred by the Operator in connection with the Society or incurred in connection with or incidental to entering into this Agreement (including but not limited to fees paid to Third Parties in connection with the construction of the Website, legal fees and other costs); (ii) the costs of registration of the Society and all other costs incurred by or on behalf of the Society, including but not limited to legal and other third party costs incurred in connection with the negotiations for the takeover of a football club (notwithstanding that the purchase did not proceed) (iii) bank transfer, paypal and other transaction charges. This Agreement shall terminate immediately following repayment of the said fees .

[edit] 7. CLIENT OBLIGATIONS

7.1 The Client agrees:-

7.1.1 to provide or procure the provision to the Operator as soon as reasonably practicable all records, instructions, documentation, data and other information which the Operator may from time to time reasonably request to enable it to perform its obligations hereunder and which the Client has access to and can lawfully disclose to the Operator;

7.1.2 to obtain and maintain in force all memberships, licences, approvals or qualifications required by any Laws or Regulations that are applicable to it in relation to the activities which the Client undertakes in relation to the Services;

7.1.3 to observe and perform the obligations on its part contained in the Rules (save to the extent that those obligations have been or are to be performed by the Operator pursuant to the terms of this Agreement);

[edit] 8. RELIEF EVENTS

8.1 If and to the extent only that the Operator is unable to perform any Services in accordance with this Agreement, or to the extent that any of the information supplied to the Client is incorrect or inaccurate or materially incomplete, as a direct result of any breach by the Client of its obligations under this Agreement or (in the case of the information which has been supplied) because the information originally supplied by the Client to the Operator is incorrect (in each case unless and to the extent caused or contributed to by the Operator) then provided that the Operator has taken all reasonable steps to mitigate the consequences of the Client's breach under this Agreement, the Operator shall be entitled:

8.1.1 to a reasonable extension of time to perform the relevant Services; and

8.1.2 to compensation in respect of any additional costs and expenses reasonably and properly incurred; and

8.1.3 to relief from liability in respect of its failure to properly perform said Services in accordance with this Agreement.

8.2 The Operator shall continue to use all reasonable endeavours to continue to perform its obligations under this Agreement notwithstanding any Client breach or failure to perform its obligations under this Agreement.

[edit] 9. LEGAL AND REGULATORY CHANGES

9.1 The Operator shall give the Client prior notification of any proposed changes in Laws or Regulations of which it becomes aware and which may affect the provision of the Services andlor the other provisions of this Agreement. Such notification shall contain the following information:

9.1.1 whether the Operator considers (in each case acting as a reasonably prudent operator) that the change in Law or Regulations will lead to mandatory changes to the Services andlor the Computer Systems ("Mandatory Changes") or, to the extent that the proposed changes are not Mandatory Changes, whether the Operator nevertheless recommends that changes are made to the Services and/or the Computer Systems to reflect the changes in Laws or Regulations ("Recommended Changes");

9.1.2 the nature of the Mandatory Changes that are required or the Recommended Changes that the Operator recommends;

9.1.3 whether any changes are required to the terms of this Agreement in consequence of the Recommended Changes or the Mandatory Changes; and

9.1.4 a reasonable estimate of the cost of the Mandatory Change or the Recommended Change

in each case giving full details (to the extent that the same are available) of the same and the proposed procedure for implementing the change in the relevant Services.

9.2 The Operator shall implement any Mandatory Changes that are required. To the extent that there are Recommended Changes, the Operator shall ask Members to vote on whether the Recommended Change(s) should be implemented on the Website, and shall only implement the Recommended Change to the extent that a majority of those voting in relation to the proposed Recommended Change consider that the Recommended Change should be implemented. The Operator shall be reimbursed for the costs of any Recommended Change it implements in accordance with this Clause, and for the costs of any Mandatory Change.

[edit] 10. CHANGE CONTROL

10.1 The Client and the Operator acknowledge and agree that material amendments may be made to the terms of this Agreement, including but not limited to the Schedules to this Agreement, as a result of necessary or advisable modifications to the Services. Such amendments may be requested by the Operator at any time. To the extent that the changes are not considered material by the Operator (acting as a reasonably prudent operator), they shall be implemented by the Operator. To the extent that they are material the Operator shall post full details of the proposal on the Website, and shall only implement the change to the extent that a majority of Members voting on the proposed change consider that it is advisable to make the change. If the proposed change has a cost implication exceeding £20,000 per annum or £30,000 in relation to a one off cost then the change shall be considered material.

[edit] 11. COMPUTER SYSTEMS

11.1 Subject to the proper and uninterrupted performance of the Services to the Service Standards the Operator at its sole cost in all respects may change, develop or modify its Web Application and computer systems as it sees fit

11.2 For the avoidance of doubt, the Operator does not warrant that the Web Application processes are compatible with the computers of all Customers or Members or that they are able to deal with the introduction or withdrawal of dual currency, the European single currency, European monetary union or exchange rate linkage into the United Kingdom or any transitional arrangements when adopted.

11.3 Notwithstanding any other provision of this Clause the Client shall not be liable to pay for the following costs, which shall be met by the Operator:

11.3.1 any changes to the Web Application which are necessary as a result of an existing defect or deficiency in the Web Application or otherwise;

11.3.2 any changes to the Web Application resulting from the purchase of new computers or the development or modification of the Operator's computer systems;

11.3.3 any charges incurred win connection with maintaining and operating the computer systems and the Web Application; and

11.3.4 any other charges relating to the Web Application which charges are not first agreed by the Client pursuant to the Change Control provisions

[edit] 12. WEB APPLICATION

12.1 In consideration of the payment of the Service Charge the Operator grants the Client a non-exclusive, non-transferable licence for the term of the Agreement to allow the Members to access the Website and use the Web Application.

12.2 The Operator shall enable each Member to choose a unique username so long as that person remains a Member.

12.3 The Client shall ensure that the Members shall not modify, translate, reverse engineer, decompile, disassemble, reformat, adapt, modify, the Web Application or edit, alter or remove any copyright, trademark, Intellectual Property Rights and other protective notices contained in the Web Application.

12.4 The Operator reserves the right to make changes to the Web Application from time to time in order to improve the experience of Members who are using the Web Application.

12.5 The Operator shall be entitled to suspend or terminate any Member's use of this Web Application where the Members uses threatening abusive and/or offensive language on the Website or at a general meeting.

12.6 The Operator makes no uptime guarantees, however the Operator will use reasonable endeavours to ensure that the Website remains live, subject to any circumstances outside of its control.

12.7 The Operator cannot accept any responsibility for any loss of data or consequences arising from a network or hardware failure.

[edit] 13. ACCESS TO RECORDS AND PREMISES

13.1 All Customer records maintained by the Operator (including data stored on computer tapes or disks or in any other electronic format pursuant to this Agreement and all other accounts, books, vouchers, correspondence, title deeds, papers, internal audit files and other material supplied by, prepared for or belonging to the Client) shall remain the property of the Client. On the termination of this Agreement for any reason, the Operator shall return all such property and any copies thereof to the Client, or at the Client's direction, any other person.

13.2 The Operator shall permit the Client, the Client's statutory auditors and/or regulators, the FSA and each of their respective authorised agents or servants the right of entry and access to all accounts, books, vouchers, correspondence, papers and records (including computerised records), sites and material owned and/or used by the Operator in connection with this Agreement and the performance of the Services for the purposes of the Client, the Client's auditors and/or regulators of the FSA carrying out an inspection or audit of the Operator's compliance, operational and training procedures, to verify the Operator's compliance with Laws and Regulations and to check whether it is meeting the service and performance specifications and standards and its obligations generally under this Agreement. The Operator shall, whenever required by subject to reasonable notice (but in any event not less than 10 Business Days' notice), give such persons access to its offices for such purposes during the Operator's normal business hours.

[edit] 14. CONFIDENTIALITY

14.1 The Client shall, and shall ensure that every other member of its Group shall keep confidential and shall not use for its own purposes, nor disclose, any information of a confidential nature about the Operator or its business unless such information is already in or subsequently comes into the public domain otherwise than by reason of its obligations under this Clause. Disclosure is, however, permitted to the extent that the disclosure is:-

(a) required by applicable law or regulation;

(b) requested by a professional advisers or a regulatory body;

(c) to its employees, agents or professional advisers where it is reasonably necessary or desirable to enable the Restricted Party to comply with this Agreement and before the disclosure takes place the Restricted Party makes such employees, agents or professional advisers aware of its obligations of confidentiality under this Agreement and at all times procures compliance by such employees and agents and professional advisers if they are not subject to a professional duty of confidentiality therewith; or

(d) made with the prior written consent of the Operator.

14.2 Each party agrees that this Clause shall survive the termination of this Agreement for a period of 2 years.

[edit] 15. LIABILITY

15.1 Notwithstanding any provision to the contrary contained in this Agreement the liability of each party shall not be limited or excluded in relation to:

15.1.1 death or personal injury caused by its negligence or that of its employees, agents or subcontractors:

15.1.2 fraud, including any fraudulent misrepresentation;

15.1.3 any loss or damage to the extent that any limitation or exclusion of liability in respect of that loss or damage is prohibited by applicable laws and/or regulations;

15.1.4 any regulatory losses, fines, expenses or any other losses arising from a breach by that party of any applicable laws and/or regulations.

15.2 Neither party shall be liable to the other for any indirect or consequential loss or damages, including any indirect or consequential loss of business, profit, revenue, or goodwill arising from any Default.

15.3 The total aggregate liability of each party (including in respect of its Affiliates) in respect of any Contract Year for all breaches of contract that occur in that Contract Year and in relation to any payments made under any indemnities contained in this Agreement shall not exceed the Service Charge paid and/or payable for that Contract Year under this Agreement subject to and in accordance with the following provisions:

(i) to the extent that the Service Charge for the first Quarter of that Contract Year has not been paid and/or assessed, the Service Charge for each Quarter of the current Contract Year shall be deemed to be the higher of the Service Charge paid in relation to the last Quarter of the immediately preceding Contract Year or (if there is no preceding Contract Year) the sum that would have been paid had there been 20,000 Members during that Contract Year;

(ii) to the extent that the Service Charge for the first Quarter of a Contract Year has been assessed, the Service Charge for each of the remaining Quarters of the then current Contract Year shall be deemed to be the Service Charge for the first Quarter of the then current Contract Year;

(iii) to the extent that the Default arises part of the way through a Contract Year or relates to part of a Contract Year, the Service Charge for the whole of that Contract Year shall apply for the purposes of calculating the limits in this Clause; and

(iv) to the extent that a breach also relates to previous Contract Years, the Service Charge for the current Contract Year shall be aggregated with the higher of the Service Charges paid for each of the relevant previous years of this Agreement to which the breach relates, so that the limits of liability shall include the Service Charge for each complete year or partially completed year of this Agreement in relation to which the breach of contract relates.

15.4 If either party ("Payer") shall have made any payment in respect of any claim arising out of or in connection with this Agreement and the other party ("Payee") and/or any other member of its Group shall receive a refund which the Payer can demonstrate was not taken into account in computing its liability in respect of the claim and would have reduced the liability had this been done, the Payee shall forthwith repay to the Payer a sum corresponding to the lesser of such refund (less any reasonable costs incurred in recovering or obtaining such payment and any tax actually suffered thereon) or the amount paid by the Payer as the case may be. To the extent the Payee recovers any sums in relation to any claim arising out of or in connection with this Agreement for which the Payer has paid the Payee, the Payee shall repay those sums to the Payer forthwith upon receipt.

15.5 Neither party shall be entitled to claim under this Agreement more than once in respect of any one liability, loss, cost, shortfall, damage, deficiency, breach or other set of circumstances which gives rise to more than one claim.

15.6 Nothing in this Agreement shall in any way restrict or limit the Client's or the Operator's (as applicable) general obligation at law to mitigate any loss or damage in relation to any fact, matter, event or circumstance likely to give rise to a claim.

[edit] 16. BANK ACCOUNTS

16.1 The Operator shall collect all monies received from Members and all other monies of the Client and shall pay those monies into its bank account. The Operator shall sweep those monies from its own bank account into a separate account from the Operator's other funds not less than once every two weeks, subject only to deduction of the Operator Fee (as defined in Schedule 2). The Operator shall hold all such monies on trust for the Society. Notwithstanding any provision to the contrary contained in this Agreement the liability of the Operator for a breach of this Clause shall be unlimited and shall not be subject to any of the caps or other limitations on liability contained in this Agreement nor shall the liability of the Operator for breach of this Clause be subject to any exclusions.

16.2 The Operator shall operate the said bank accounts on behalf of the Client subject to and in accordance with the terms of Schedule 2.

16.3 All interest which accrues on the trust account of the Society shall comprise part of the funds of the Society which are to be applied in accordance with Schedule 2.

[edit] 17. FORCE MAJEURE

17.1 The obligations of each party under this Agreement shall be suspended during the period and to the extent that such party is prevented from complying therewith by any cause beyond its control, including without limitation:

17.1.1 fire, explosion, lightning, storm, tempest, flood, earthquakes, riot and civil commotion;

17.1.2 any failure or shortage or power (other than caused by the Operator or caused by a failure in apparatus under its control);

17.1.3 any war, civil war, armed conflict, terrorism blockage or embargo, nuclear, chemical or biological contamination;

17.1.4 any official or unofficial strike, lockout or other dispute generally affecting the provision of services similar to the Services (or a relevant part) in England and Wales or a significant area of them;

17.2 Both parties shall make all reasonable efforts to minimise the effect of any such event of force majeure upon the performance and fulfilment of this Agreement.

[edit] 18. COMPLAINTS AND LITIGATION

18.1 The Client appoints the Operator to deal with any complaint made to the FSA, the Data Protection Commissioner, Banking Ombudsman or any other person or persons authorised by Law or Regulation in connection with the business or operations of the Client in such manner as it thinks fit.

18.2 The Client shall promptly upon receipt of invoices reimburse the Operator in respect of costs reasonably and properly incurred by the Operator in complying with its obligations under this Clause save to the extent that such costs result from a breach of this Agreement by the Operator or negligence or wilful misconduct by the Operator.

[edit] 19. AUTHORITY

19.1 Each of the Client and the Operator warrants that it has taken all requisite corporate and other action to approve the execution, delivery and performance of this Agreement and agrees to produce evidence of such action, upon reasonable request.

19.2 The Client authorises the Operator to:-

19.2.1 sign any document, endorsement or literature of any kind on its behalf of or its name which are necessary or desirable in connection with or incidental to the Services;

19.2.2 sign or execute any document, endorsement or literature of any kind (including but not limited to deeds, proxies appointing the Operator as the proxy of the Society in relation to all the shares of the Society in the football club which are acquired by the Society) which are necessary in connection with or incidental to the Services as the attorney of the Client (pursuant to the Power of Attorney).

19.3 The Operator shall in carrying out its obligations hereunder be deemed to have full authority to bind the Client with respect to or incidental to the Services under this Agreement. The Operator may in performing the Services conduct all correspondence involving persons other than the parties hereto on the headed notepaper of the Client and carry on all dealings and activities in relation to the business of the Client in the name of the Client.

19.4 The Operator may hold itself out as agent for the Client or hold itself out as having authority to make any statement promise or representation which binds or is on behalf of the Client in connection with or incidental to the Services.

[edit] 20. NO PARTNERSHIP

Nothing in this Agreement shall be deemed to constitute a partnership between the parties. For the avoidance of doubt, the Operator is the owner of the Website and shall be entitled to sell goods and/or services through the Website in addition to the Services which it agrees to provide on the Website in accordance with this Agreement, to place advertisements on the Website, and generally to exploit the Website, build similar websites and engage in other commercial activities (other than the Services it provides hereunder). Any income derived from the Website or from the said activities shall belong to the Operator (save for Membership Fees, which shall be dealt with in accordance with this Agreement).

[edit] 21. COMMENCEMENT AND TERMINATION

21.1 This Agreement shall come into effect upon the Commencement Date and, subject to prior termination in accordance with the terms of this Agreement, shall (a) remain in force for an initial term (Initial Term) ending on the forty ninth anniversary of the Commencement Date and (b) shall continue in force unless terminated by the Client or the Operator on giving not less than nine months' written notice of termination to the other expiring no earlier than the end of the Initial Term.

Notwithstanding Clause 21.1, the Operator shall be entitled to terminate this Agreement upon the occurrence of any non-payment by the Client of any amount owing under this Agreement for a period of 45 days after it first became due, save where the sum which is the subject of a bona fide dispute by serving not less than 30 days' written notice on the Client at any time (whether the said notice expires before or after the end of the lnitial Term) provided always that the non-payment may be remedied within such 30 day or longer period of notice, in which case the said notice shall not be of any effect.

The Operator shall also be entitled to terminate this Agreement at any time (including during the lnitial Term) upon notice to the extent that the number of Members falls below 15,000 at any time. Such notice may be served at any time during the period that the number of Members remains below the said figure.

21.2 The Client shall be entitled to terminate this Agreement at any time (including prior to the end of the Initial Term) in any of the following circumstances:

21.2.1.1 The Operator ceases to carry on the whole or substantially the whole of its business;

21.2.1.2 There have been persistent and repeated breaches of obligations under this Agreement by the Operator and the Operator has failed to satisfy the Client (acting reasonably) that procedures have been put in place to prevent those breaches of obligations recurring; or

21.2.1.3 it becomes unlawful under any applicable law for the Operator or the Client to comply with its obligations under this Agreement;

21.3 Termination of this Agreement for any reason shall be without prejudice to the accrued rights of the parties on the date of such termination and to the continuation in force of all provisions of this Agreement that are expressed or implied to survive such termination.

21.4 As soon as reasonably practicable after the termination of this Agreement and upon payment by the Client of all outstanding charges payable under this Agreement, the Operator shall provide to the Client, or to such other person as the Client may notify to the Operator in writing, full details of all transactions being carried out by the Operator in the course of providing the Services and current Members.

[edit] 22. DATA PROTECTION

22.1 In respect of any personal data (as defined in the Act) processed by either party pursuant to this Agreement, each party warrants to the other that it:-

22.1.1 has made all necessary registrations of its particulars in accordance with the Act and any regulations made thereunder and will supply on request to the other party a copy of such registrations, together with any amended particulars that may be filed from time to time;

22.1.2 complies and will continue to comply with the Act and any regulations made thereunder (including but not limited to the Data Protection Principles) in relation to data in respect of which the Services are to be provided; and

22.1.3 will co-operate fully in complying with any subject access request that is made pursuant to the Act.

[edit] 23.NOTICES

Any notice required to be given by the Society pursuant to this Agreement shall be in writing and shall be given by delivering the notice by hand at, or by sending the notice by prepaid first class post (airmail if to an address outside the country of posting) or electronic mail to, the address of the Operator set out below or such other address as either party may notify to the other in writing from time to time. Any such notice shall be deemed to have been given or received at the time of delivery to such address in the case of delivery by hand, or two Business Days after posting in the case of notification by first class post (five days after posting in the case of airmail) or two Business Days after being sent in the case of notification by electronic mail provided the sender has not received an automatically generated email message informing the sender that delivery of the original email has failed. All notices given by the Client shall be sent to the registered offices of the Operator.

All notices required to be given to the Society or the Client pursuant to this Agreement shall be deemed to have been sufficiently served if notice of the relevant matter is posted on the Website for review by the Members.

[edit] 24. INTELLECTUAL PROPERTY RIGHTS

24.1 The Operator shall be and remain the legal and beneficial owner of all copyright in forms, manuals and other documentation prepared by the Operator in connection with this Agreement, the Website, the Rules, all Web Appication, and all associated Intellectual Property ("Operator Materials"). However, the Operator hereby grants the Client a non-exclusive, royalty free licence to use, copy, amend and reproduce Operator Materials in any form for any purpose other than the provision of services to third parties in competition with Operator during the course of this Agreement.

24.2 The Client will not use or make use of any of the Operator's name or any trademarks, service marks, logos, designs or other proprietary designations without first obtaining the written consent and approval of the Operator. These include all logos, trademarks or other such matters which are used in connection with the Website.

24.3 Without limiting the generality of the foregoing, the Client shall not by virtue of this Agreement acquire any proprietary Intellectual Property Rights in the logos, get-ups, trade or service marks (whether or not registered) of the Operator or any company in the Operator's Group.

[edit] 25. ENTIRE AGREEMENT AND ACKNOWLEDGEMENT

25.1 This Agreement supersedes any previous written or oral agreement between the parties in relation to the matters dealt with in this Agreement (together with the Service Standards) and contains the whole agreement between the parties relating to the subject matter of this Agreement at the date hereof.

25.2 Each party's undertakings set out in this Agreement shall be the full extent of its obligation to the other party concerning its performance or non-performance under this Agreement. Accordingly, except as aforesaid, all warranties, conditions or representations, expressed, implied, statutory or otherwise and whether arising under this Agreement or under any prior agreement or in oral or written statements made by or on behalf of either party in the course of negotiations with the other party or its representatives are hereby excluded, insofar as the same are capable of exclusion by law.

25.3 Each party acknowledges that in entering into this Agreement on the terms set out in this Agreement it is not relying on any representation, warranty, promise or assurance made or given by any other party or any other person, whether or not in writing, at any time prior to the execution of this Agreement which is not expressly set out in this Agreement, provided that this shall not exclude any liability which either party may have to the other in respect of statements made fraudulently by either party prior to the execution of this Agreement.

[edit] 26. THIRD PARTY RIGHTS

This Agreement does not create any right enforceable by any person not a party to it except that a person who is the permitted successor to or assignee of the rights of a party is deemed to be a party to this Agreement.

[edit] 27. AMENDMENTS

Save as expressly provided herein, and without prejudice to the provisions allowing for the Services to be varied, no amendment or variation of this Agreement shall be effective unless signed by the Operator (in its capacity as Operator) and by the Operator (in its capacity as the agent of the Client) on the instructions of a majority of Members voting through the Website.

[edit] 28. ASSIGNMENT AND SUB-CONTRACTING

The Client shall not be entitled to assign, mortgage, charge, sub-contract, delegate or otherwise encumber or dispose of all or any of its rights and obligations under this Agreement without the Operator's prior written consent save that the Operator shall be entitled to sub-contract or delegate some but not all or substantially all of its obligations hereunder to a Third Party provided that the Operator shall be liable for all the acts and/or omissions of the said sub-contract or delegate. The Operator may assign its rights and/or obligations under this Agreement.

[edit] 29. WAIVER

The failure of either of the parties to exercise or enforce any right conferred upon it by this Agreement shall not be deemed to be a waiver of that right or operate so as to bar its exercise or enforcement at any time or times thereafter. In addition, any prior acceptance or approval communicated by the Client to the Operator in respect of the Services or the Service Standards or any part thereof or any omission by the Client to communicate such prior acceptance or approval shall not relieve the Operator of its obligations to deliver the Services in accordance with this Agreement.

[edit] 30. ANNOUNCEMENTS

The Client undertakes that, unless required by law, neither it nor any of its subsidiaries will at any time nor in any way make any statement, announcement or comment concerning this Agreement without the prior written consent of the Operator, save in accordance with procedures agreed between the Client and the Operator. The Operator may post a copy of this Agreement on the Website, and make such announcements about this Agreement, the Society and the Website as it reasonably considers are desirable.

[edit] 31. COUNTERPARTS

This Agreement may be entered into in two counterparts, all of which taken together shall constitute one and the same instrument. Either party may enter into this Agreement by signing any such counterpart. If any of the provisions of this Agreement is found to be illegal or unenforceable, the confirmation in full force and effect of the remainder will not be prejudiced.

[edit] 32. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the exclusive jurisdiction of the English Courts.

AS WITNESS the hands of the duly authorised representatives of the parties on the date first appearing above

Signed for and on behalf of

MY FOOTBALL CLUB LIMITED

By:

(Print name)

Title:

Signed for and on behalf of

MY FOOTBALL CLUB SOCIETY LIMITED

By:

(Print name)

Title:

[edit] SCHEDULE I

[edit] SERVICES

[edit] Part A - Services pre-takeover of a football club

The Operator agrees (and the Client hereby expressly authorises and instructs the Operator) to provide the following services prior and up to the date of takeover of a football club by the Society:

1. collect Membership Fees from Customers through the Website on behalf of the Society and to actively encourage members of the public to join the Society;

2. identify and enter into negotiations with football clubs within England and Wales for purchase by the Society (taking into account the views of Members expressed through the Website, the amount of money available for the transfer, the location of the football club, the size of the ground, the amount of debt that the football club has and other relevant factors);

3. negotiate as agent of the Client and enter into any agreements, and complete and execute any deed, agreement or other document in connection with or incidental to the purchase of shares in the football club as the Operator considers advisable or necessary, in each case as the Attorney of the Client;

4. instruct lawyers, accountants and other professional advisers as agent of the Client in connection with identifying and purchasing a football club, including agreeing their fees, and paying their fees from the amounts held for the Client on account of Membership Fees (which the Client irrevocable authorises the Operator to pay);

5. give all requisite instructions to the professional advisers referred to in the preceding paragraph, including (but not limited to) the level of due diligence that is to be carried out, the club which is to be purchased, the terms on which the purchase are to be proceed including (but not limited to) the price, the warranties that are to be given in the sale and purchase agreement and all associated matters;

6. negotiate and procure the implementation of changes to the football club's constitutional documents, management structure, staff, existing employment and other contracts as part of the takeover process in order to allow or facilitate certain decisions affecting the football club to be taken by Members through the Website;

7. enter into an agreement with the football club pursuant to which, inter alia, the football club agrees on such terms as the Operator considers appropriate (acting as a reasonably prudent operator). For the avoidance of doubt, any payments that are to be made to the football club pursuant to the said agreement shall be for the Client's account and shall not be included in or deducted from the fees of the Operator. The Operator intends that the said agreement shall include the following obligations, although the precise terms of the agreement will need to be negotiated with the football club:

i. for the football club to consult with Members through the Website in relation to certain decisions affecting the football club (including, but not limited to, the composition of and formation of the team which is to play matches, players transfers, sponsorship of the football club, and certain other decisions (some of these decisions may be phased in over a reasonable period of time in order to allow for the process to be as trouble free as practicable);

ii. for the Operator to appoint the initial directors of the club and any replacement directors and for the Operator to agree on their initial remuneration by the football club;

iii. for the football club to dismiss certain employees of the football club where required to do so by Members voting through the Website and to agree and pay those employees compensation for termination of their employment (where required or advisable as a matter of law and/or practice);

iv. for the football club to employ a member of staff at its cost (or more, where reasonably required) to record footage of training sessions, conduct interviews, and other similar duties for posting on the Website, in each case in accordance with the instructions of the Operator on such terms as the Operator shall consider appropriate (acting as a reasonably prudent operator);

v. for the Operator to require that the football club enters into contracts or for the football club to agree that it will enter into contracts at its cost with third parties including leases of property, operating agreements or other contracts which are required in order for the takeover to proceed or in order to facilitate the takeover or to comply with the wishes of Members expressed through the Website.

8. to incur and pay all taxes, stamp duty, registration fees, and other fees and expenses payable by the Society on behalf of the Society in connection with or incidental to the takeover of the football club. For the avoidance of doubt, these costs andlor fees shall be for the account of the Society, and shall not be paid out of or deducted from the Operator Fee (as that term is defined in Schedule 2);

9. to enter into all such other documents or agreements as the attorney of the Society or do all such other things as the Operator reasonably considers are necessary or desirable in connection with or incidental to the takeover of the football club, the effective operation of the Website or the ongoing administration and control of the football club by the Society and its Members through the Operator.

10. to construct the Website at the Operator's cost in order to allow Members to take votes affecting the football club which is acquired.

11. to enter into an agreement with the football club pursuant to which, inter alia, the Operator is appointed as the exclusive agent of the football club (i) to sell club merchandise online through the Website and (ii) to negotiate live streaming of games, a dedicated television channel or similar arrangements on behalf of the football club on commercial terms (including the payment of commission or a proportion of the sale price or of the subscription monies to the Operator, with the balance being paid to the football club).

[edit] Part B - Services pre and post takeover of the football club

1. notify Members of any change in the Membership Fee and any change to the terms and conditions of the Website as and when appropriate. The Membership Fees are calculated and payable in accordance with the Rules, provided always that the Operator shall be entitled to offer promotional or discounted rates, long term memberships or other incentives to join the Society (acting as a reasonably prudent operator);

2. subject to the provisions of this Agreement, conduct all communications and dealings with each Member in relation to all matters concerning the football club and the Client including, without limitation, the giving of any notices, consents or approvals in the name of the Client provided that in doing so, the Operator shall act as a reasonably prudent operator and (where appropriate and from the date of acquisition of the football club) shall take due account of any votes taken by Members on the Website. The costs of sending any communications by post shall not comprise part of the Operator Fee (as that term is defined in Schedule 2) and shall be paid out of the Client's own funds;

3. provide notice by e-mail to each Member that its membership is due to expire, and allow each Member to renew their membership;

4. take all other action and do all other things in relation to the football club and the Website which a reasonably prudent operator would undertake with a view to maximising the effectiveness and usefulness of the Website or otherwise as made necessary by law, regulation, public administration or practice;

5. ensure that funds are transferred to or from the relevant bank accounts only in accordance with the terms of this Agreement;

6. maintain proper records (either written or electronic) in respect of the Members and the Subscriptions;

7. act as collection agent for the Originator under the direct debiting scheme in order to collect in Membership Fees and/or to collect Membership Fees through Paypal or a similar provider;

8. collect in and disburse Membership Fees on behalf of the Client in accordance with the terms of this Agreement;

9. where the Operator considers that the services of a Third Party are required in connection with the business of the Client it shall appoint such entity and use its reasonable endeavours to monitor the performance of such Third Party and take all such action and do all other things that the Operator, in its sole discretion, considers necessary as a result of the advice provided by such Third Party. The Operator shall only be responsible to pay the costs of that Third Party to the extent that that Third Party is appointed to carry out an obligation of the Operator in accordance with this Agreement;

items 10 and 11 missing from original document: 5850754.2

12. to allow Members to access the Website in order to take decisions affecting the football club post acquisition, including, but not limited to, the composition of and formation of the team which is to play matches, players transfers, sponsorship of the football club, and certain other decisions (some of these decisions may be phased in over a reasonable period of time in order to allow for the process to be as trouble free as practicable);

13. to assist the Client with organising and holding general meetings of the Society in order to allow Members to participate in such meetings online and to allow Members to take votes online to decide on matters affecting the Society in accordance with the Rules;

14. to administer membership, issue share certificates to Members on behalf of the Society, withdraw membership, deal with requests for the refund of membership fees (which shall be non-refundable), in each case subject to and in accordance with the Rules;

15. to keep a register of Members and to carry out all the provisions of the Rules which are expressed to be carried by the Operator in the Rules.

16. to enforce any provision in any of the agreements referred to or entered into by the Operator on behalf of the Society in accordance with Section A of this Schedule or of any other Agreement entered into by the Operator on behalf of the Society or as attorney of the Society where the Operator considers it necessary or prudent to do so, and to engage, instruct and pay professional advisers on behalf of the Society where the Operator considers it necessary or prudent in connection with the said proceedings. For the avoidance of doubt, the fees and/or costs of any such proceedings shall be for the account of the Society, and shall not be deducted from the Operator Fee (as that term is defined in Schedule 2);

17. to promote and actively market the football club and the Website at the cost of the Society in order to encourage more Members to join or existing Members to renew their membership;

18. to appoint and retain a director at the football club for the purposes of ensuring that the instructions of Members are being carried out;

19. to enter into agreements with Third Parties pursuant to which those Third Parties provide live streaming of matches on the Website, a dedicated television channel and/or other similar services to the football club andlor the Operator.

20. to exercise all of the powers and discretions of the Society as the owner of all of the shares which it acquires or which are subsequently issued to it as the attorney of the Society in accordance with the Power of Attorney provided always that in doing so the Operator shall consult with and take due regard of the views of members expressed through the Website. For the avoidance of doubt, this includes the power to appoint and remove directors of the football club (where permitted by the football club's memorandum and articles of association);

21. to enter into all such other documents or agreements as the attorney of the Society or do all such other things as the Operator reasonably considers are necessary or desirable in connection with or incidental to the ongoing management of the football club, the effective operation of the Website or the ongoing administration and control of the football club by the Society and its Members.

[edit] SCHEDULE 2

[edit] CHARGING, ALLOCATION OF MEMBERSHIP FEES AND ACCOUNTS

[edit] 1. INTERPRETATIONS AND DEFINITIONS

In this Schedule the following terms shall have the following meanings:

• Club means the date that a football club is acquired by the Client;
• Launch Date means the date that the Club is acquired in accordance with Rule A(3)(i);
• Operator Fee in the period from the date hereof to but excluding the first anniversary of the Launch Date, the sum of Seven Pounds Fifty Pence (£7.50) per member of the Society who becomes a member of the Society during that Society Year together with Value Added Tax thereon (if any) and thereafter means twenty one per cent of the total Subscriptions collected in each Society Year together with Value Added Tax thereon (if any);
• Original Subscription means the sum of Thirty Five Pounds (£35);
• Society Year means each period of one year commencing on the Launch Date or on the anniversary of the Launch Date (as the case may be) and ending on the day before the next anniversary of the Launch Date;
• Subscription means :

(i) in respect of the period from the Launch Date to (but excluding) the first anniversary of the Launch Date, the Original Subscription; and

(ii) in respect of each subsequent yearly period from each anniversary of the Launch Date, an amount decided on by Members through the Website, being an amount which is not less than the Original Subscription and not more than the Original Subscription increased by an amount which is not more than ten per cent of the Subscription for the immediately preceding year, subject always to a minimum increase of 3 per cent per annum (compounded each year).

[edit] 2. OPERATOR FEE

2.1 The Client agrees to pay the Operator the Operator Fee in consideration of the Operator agreeing to perform the Services in accordance with the terms of this Agreement;

2.2 The Operator shall be entitled, and is irrevocably authorised by the Client, to deduct the Operator Fee from each Membership Fee it collects from Members in

2.3 accordance with this Agreement. if a Member pays a Subscription Fee in relation to more than one Society Year at any time, then the Operator shall be entitled to withdraw or deduct an amount equal to the Subscription Fee for the whole of the relevant period of membership.

[edit] 3. OPERATION OF ACCOUNTS

The Operator shall be entitled to deduct the monies payable in respect of the Operator Fee in accordance with the provisions of this Schedule and shall be entitled to withdraw all other amounts from the trust account that it operates on behalf of the Client in order to pay the following amounts and in the following order of priority:

i. Paypal or other similar transaction charges;

ii. expenses incurred by the Operator or employees of the Operator in connection with the business of the Society (including but not limited to fees paid to the FSA or other bodies for the registration or ongoing registration of the Society);

iii. sums due to professional advisers, accountants, auditors and other Third Parties engaged by or on behalf of the Society;

iv. sums due to pay all and any taxes, registration fees, licence fees, fees costs or expenses of the Society;

v. sums due to the seller of the football club or another Third Party in connection with the acquisition of the Club;

vi. any other sums which are payable by the Client in accordance with the terms of this Agreement;

vii. sums for promoting, advertising and marketing the Website and the Society;

viii. the balance (less reasonable provision for the items referred to in paragraphs i to vi above) to be paid to the Club for its general corporate purposes and for the purposes specified by the Members from time to time pursuant to the Website.