THIS AGREEMENT
is made the day of December 2012
BETWEEN:
(1)
THE PERSONS WHOSE NAMES AND ADDRESSES ARE SET OUT IN COLUMNS 1 AND 2 OF THE SCHEDULE
(the "
Sellers
"); and (2)
RANGERS INTERNATIONAL FOOTBALL CLUB PLC
a company registered in Scotland (company registration no. SC437060) whose registered office is at Ibrox Stadium, 150 Edmiston Drive, Glasgow G51 2XD (the "
Buyer
").
BACKGROUND:
(A) The Sellers have agreed to sell and the Buyer has agreed to buy the Sale Shares (as defined below) subject to the terms and conditions of this Agreement.
IT IS AGREED
as follows:
1. Definitions and Interpretation
1.1
Definitions
In this Agreement: "
Admission
"
means admission of the ordinary shares of 1 pence each in the capital of the Buyer to trading on AIM, a market operated by the London Stock Exchange plc; "
Company
" means The Rangers Football Club Limited a private limited company incorporated in Scotland with company registration number SC425159 whose registered office is at Ibrox Stadium, 150 Edmiston Drive, Glasgow G51 2XD; "
Completion
" means completion of the sale and purchase of the Sale Shares by the performance by the parties of their respective obligations in Clause 5;
“
Condition
”
means the condition set out in Clause 2; "
Consideration Shares
" means such number of Ordinary Shares as set out opposite the names of each of the Sellers in the Schedule (being 33,415,200 Ordinary Shares in aggregate) proposed to be allotted and issued by the Buyer to the Sellers in consideration for the purchase of the Sale Shares; "
encumbrance
" means a mortgage, charge, pledge, lien, assignment, equity, right to acquire, option, right of pre-emption, title retention or any other security agreement or arrangement or other encumbrance of any kind; "
Group
" means the Company and each subsidiary of the Company as at the date of this Agreement; "
Ordinary Shares
" means the ordinary shares of 1 pence each in the capital of the Buyer; "
Placing Agreement
" means the agreement to be entered into in December 2012 between, inter alia, Cenkos Securities plc and the Buyer relating to the placing of certain Ordinary Shares with institutional placees prior to, and in connection with, Admission;
