Dated 2016 MANCHESTER UNITED FOOTBALLCLUB (1) LIMITED PSV NV @ TRANSFER AGREEMENTTRANSFER AGREEMENT BETWEEN: fo} MANCHESTER UNITED FOOTBALL CLUB LIMITED of Sir Matt Busby Way, (Old Trafford, Manchester, M16 ORA, United Kingdom (‘MUFC’); and (PSV NV of Philips Stadion, Frederikiaan 10a, 5616 NH Eindhoven P.O. Box 886 NL-5600 AW Eindhoven, the Netherlands (‘PSV}).. WHEREAS: (@) MUFC is a professional association football club affiliated to The Football ‘Association (‘The FA’) playing football in the English Premier League (the ‘PL’) (b) PSV is a professional association football club playing in the Netherlands duly affliated to the Royal Netherlands Football Association (Koninklijke Nederlandse Voetbalbond (the ‘KNVB'). (©) MEMPHIS DEPAY is a national of the Netherlands whose date of birth is 13 February 1994 and is currently registered as a professional player with PSV under a contract of employment (the ‘Player’) (6) MUFC wishes to acquire the Player’s permanent registration pursuant to a ‘Standard PL Playing Contract on terms acceptable to MUFC (the ‘Contract’. (€) THE parties have therefore agreed upon the following terms in respect of the WHEREBY IT IS AGREED AS FOLLOWS permanent transfer of the Player's registration to MUFC. IT is hereby agreed that subject to and in accordance with the terms set out herein, PSV shall transfer the Player's registration to MUFC on a permanent basis on the first available date from the date hereof that The FA's international transfer registration period is open which the parties envisage shall be on or around 10 June 2015 (the ‘Transfer Date’). Both parties will do their utmost to ‘complete the above transfer of registration before the 15" of June 2015.THIS Agreement is subject to the following conditions precedent which MUFC shall be entitled to waive in its absolute and sole discretion: () the Player passing to the absolute satisfaction of MUFC such medical examination as MUFC so requires prior to the Transfer Date; and (ii) MUFC reaching an ‘agreement with the Player on the terms of the Contract (together the ‘Conditions Precedent’). MUFC shall as soon as reasonably practicable notify PSV upon the satisfaction, or MUFC’s waiver, of the Conditions Precedent, and PSV shall then be required to transfer the Player's registration to MUFC including terminating its employment contract with the Player on the Transfer Date. Inthe event however that the Conditions Precedent shall not be satisfied, or waived, by the date and time set out in clause 8 below, then MUFC shall notify PSV in writing by registered mail and email and this Agreement shall be automatically determined and of no effect and neither party shall have any obligation to the other hereunder including MUFC shall not be required to acquire the Player's registration. IN consideration of the transfer of the Player's registration from PSV to MUFC, MUFC agrees to pay to PSV subject to and in accordance with the terms hereof, and via the accounts of The FA, the sum of €34,000,000 (Thirty Four Million Euros) payable as follows: (2) €17,000,000 (Seventeen Million Euros) payable within 48 hours of the satisfaction of all of the following conditions: (@ the Player's International Transfer Certificate (the ITC’) being requested and received by The FA on behalf of MUFC from the KNVB, (MUFC agrees that it will make this request to The FA as soon as possible on or after the Transfer Date); (i) the transfer being matched and authorised by the FIFA Transfer Matching System (‘TMS’); (ii) the Player being registered with and granted eligibility to play for MUFC under the Contract by the PL and The FA. MUFC will make all reasonable efforts to procure the Player's registration with it before the 15” of June 2015; and (iv) receipt by MUFC of a valid invoice from PSV such invoice to be sent to the following MUFC addressee:Director of Finance Manchester United Limited Sir Matt Busby Way, Old Trafford, Manchester M16 ORA, Fax: 0044 161 868 8852 The parties will do their utmost to ensure that this first instalment has been received by PSV before the 15" of June 2015 or within 48 hours after the 15" of June. (b) €8,500,000 (Eight Million Five Hundred Thousand Euros) payable on or before 31 January 2016 subject to receipt by the MUFC addressee set out in clause 3(a)(Iv) of a valid invoice from PSV; and (6) €8,500,000 (Eight Million Five Hundred Thousand Euros) payable on or before 1 July 2016 subject to receipt by the MUFC addressee set out in clause 3(a)(iv) of a valid invoice from PSV. IN further consideration of the transfer of the Player's registration to MUFC, MUFC also agrees to make the following additional payments to PSV subject to and conditional upon the terms of this Agreement including but without limitation clause § below: (a) the sum of €1,350,000 (One Million Three Hundred and Fifty Thousand Euros) in the event that MUFC shall win the PL (UK Premier League); (©) the sum of €325,000 (Three Hundred and Twenty Five Thousand Euros) in the event MUFC shall reach the Semi-Final of the UEFA Champions League (the ‘Champions League’); (©) the sum of €650,000 (Six Hundred and Fifty Thousand Euros) in the event MUFC shall reach the Final of the Champions League; and (@) the sum of €1,350,000 (One Million Three Hundred and Fifty Thousand Euros) in the event MUFC shall win the Champions League.5. THE following conditions shall apply in respect of the provisions of clause 4: (2) a sum may only fall due for payment under clauses 4(a) to 4(d) inclusive provided the Player shall remain employed by MUFC under the Contract on the date upon which the event triggering payment occurs. Clause 4 shall therefore only remain applicable whilst the Contract remains in force which it is acknowledged shall be for a period of 4 (four) seasons until 30 June 2019 (namely seasons 2015/16, 2016/17, 2017/18, 2018/19). MUFC shall have an option to extend the Contract for 1 (one) further season until 30 June 2020 (namely season 2019/20). By way of example, it is therefore acknowledged and agreed that if MUFC shall win the PL in season 2019/20 butt shall not have extended the Contract for season 2019/20 so the Player shall no longer remain employed under the Contract on the date upon which such event occurs, then no payment shall be due to PSV under clause 4(a); however in case MUFC has exercised the option for the season 2019/20, the provisions of clause 4 remain valid and applicable. () itis agreed that only one sum may fall due for payment under clauses 4(b) to 4(d) inclusive within a single season referable to MUFC’s performance in the Champions League in any such season as such sums are not seasonally cumulative (it being acknowledged therefore that only the highest sum which falls due shall be payable); (©) it is agreed that a payment may fall due under clauses 4(a) to 4(d) on more than one occasion although the maximum sum that may be payable to PSV under clauses 4(a) to 4(d) shall be €4,000,000 (Four Million Euros) so if a ‘combination of events occurs so as to trigger payments which would result in PSV receiving more than €4,000,000 (Four Million Euros) in total, MUFC shall only be obliged to pay to PSV the proportion of such sums falling due which would result in a total aggregate payment to PSV under clauses 4(a) to 4(d) of €4,000,000 (Four Million Euros); (@) it is acknowledged and agreed that if the competition format of the Champions League shall change whilst the provisions of clauses 4(b) to 4(d) continue to apply, the parties shall enter into good faith negotiations to agree an amendment to the terms of clauses 4(b) to 4(d) to reflect such changes whilst at all times respecting so far as possible the original terms of and intention behind such clauses; and(€) any sum that falls due to PSV under clause 4(a) shall be paid by MUFC via the accounts of The FA, within 21 days of MUFC having officially won the PL subject to the receipt of a valid invoice from PSV sent to the MUFC addressee set out in clause 3(a)(i . If an event occurs which would trigger ‘a payment under clauses 4(b) to 4(d) inclusive due to MUFC's performance inthe Champions League in any season, as only one such sum can fall due for payment in a single season (namely the highest sum triggered), MUFC’s liability to pay PSV the relevant sum shall only crystallise following MUFC's final match in the Champions League in such season (so it can determine which sum is payable to PSV) and MUFC shall then pay such sum within 21 days subject to the receipt of a valid invoice from PSV sent fo the MUFC addressee set out in clause 3(2)(iv). IN addition to the sums payable under clauses 3 and 4 above and subject to and in accordance with the ferms of this Agreement, in the event that MUFC shall enter into a mutually agreed transfer to permanently transfer the Player's registration to another football club (save in respect of any transfer to PSV) (the ‘Subsequent Transfer), MUFC shall pay to PSV such sum or sums (subject to @ maximum total payment to PSV under this clause 6 of €5,000,000 (Five Million Euros)) as represent 10% (ten percent) of the excess (if any) of the total value, including the cash fee actually received by MUFC from the Subsequent Transfer over the total of: (a) the sum or sums paid and/or due to be paid as at the date of the ‘Subsequent Transfer by MUFC to PSV under this Agreement and (b) the amount of any Solidarity that MUFC shall be required to pay upon its registration of the Player under the FIFA Regulations (as defined below) and the Premier League Transfer Levy; (the total of 6(a) and 6(b) together being the "Threshold Sum’) In the event of any dispute as to the valuation to be placed upon the Subsequent Transfer (for example if there is an accompanying player exchange) then the parties agree to enter into good faith negotiations to agree a cash value for the transfer of the registration for the purposes of this clause \ fr6 and where the parties have been unable to agree upon such cash value within 28 days of the transfer of the registration either party may refer the dispute to the Court of Arbitration for Sport for arbitration. The decision of Court of Arbitration for Sport shall be final and binding and enforceable by the parties in a court of law in respect of those matters referred to therein, No sum shall be payable by MUFC under this clause 6 unless and until MUFC has actually received a total cash sum in cleared funds equal to the Threshold Sum from the Subsequent Transfer. In this regard, as any sum payable to PSV under this clause 6 shall be calculated by reference to the sums actually received by MUFC, the fee to be taken into consideration for such calculation ‘shall therefore exclude from it any Solidarity that is deducted by the Player's new club under the FIFA Regulations (as defined below) from the fee payable to MUFC. Thereafter, such sum(s) shall be paid within 21 days of recsipt by MUFC of the cash sum which triggers payment provided that in the event the fee is payable to MUFC in instalments, any sums due under this clause 6 will also be payable in instalments following MUFC's receipt of the said instalments. Payment shall be made by MUFC via the accounts of The FA, subject to the receipt of a valid invoice from PSV sent to the MUFC addressee set out in clause 3(a\(iv). It is agreed that the maximum sum that may be payable to PSV under this clause 6 shall be €5,000,000 (Five Million Euros) regardless of the amount of the fee received by MUFC from the Subsequent Transfer. IT is acknowledged and agreed that MUFC shall be responsible in addition to the sums payable to PSV as set out herein, for the payment of the requisite amount of Solidarity (if any) which shall be due under Article 21 and Annex 5 of the FIFA Regulations on the Status and Transfer of Players (the FIFA Regulations’), to the Player's former clubs (excluding PSV) which are entitled to be Solidarity under the FIFA Regulations. THIS Agreement is conditional upon satisfaction of the Conditions Precedent (as set out in clause 2) and the conditions set out in clauses 3(a)(i) to 3(a)(i) inclusive above (any of which may be waived by MUFC in its sole and absolute discretion) and if the Conditions Precedent and/or all of such other conditions shall not have been satisfied, or otherwise waived by MUFC, by 17:00 (UK time)10. ‘on 31 July 2015 then this Agreement shall be automatically determined and of no effect and neither party shall have any obligation to the other hereunder including without limitation no payment or otherwise shall be due from MUFC to PSV, provided both Parties will use their maximum efforts to conclude this transfer as agreed. IT'is further agreed that if prior to the Transfer Date, the Player is unable to play or train for greater than 48 hours, PSV shall notify MUFC as soon as possible to discuss treatment options before initiating them. Any surgical procedures must be discussed and agreed with the MUFC Club Doctor before the procedure is carried out. PSV further agrees that MUFC may send medical personnel to assess the Player and may require that the Player travel to Manchester and/or at any other place designated by MUFC to receive medical treatment as so required by MUFC, such costs to be paid exclusively by MUFC. PSV hereby represents and warrants to MUFC that: (2) itholds the Player's registration absolutely and is free from any contractual obligations and/or relationships with any other football club, intermediary or any other legal entity or person in respect of the Player and it is duly entitied to transfer the Player's registration unencumbered to MUFC so that MUFC shall become the absolute beneficial owner of all interests and rights in connection therewith; (b) it shall continue to retain the Player's registration from the date hereof until the Player shall become registered with MUFC (or until the date and time in clause 8 whichever the sooner) and duting such period neither PSV nor its advisors shall directly or indirectly solicit or accept offers for the transfer (permanent or temporary) of the Player's registration from other football clubs and/or negotiate or enter into any agreements or arrangements with any third parties other than MUFC with regard to the transfer (permanent or temporary) of the Player's registration; (6) it shal, and it shall procure that the Player shall, on the Transfer Date following satisfaction of the Conditions Precedent, do all things necessary to transfer the Player's registration to MUFC as so requested by MUFC, subject to and in accordance with the rules of FIFA, The FA and the PL, ‘\(a) e) 0 @ (hn) including but without limitation cancelling its registration of the Player and the employment contract between the Player and PSV, andlor expediting due release of the ITC and completing any regulatory forms and documents as requested by MUFC, and accurately entering all required information info the FIFA TMS in accordance with the terms of this Agreement and/or procuring that the PSV shall fulfil its obligations in respect of the same; the Player has been registered solely with and/or received training and development from the following teams from the beginning of the season in Which the Player attained his 12" birthday: PSV G Vv Sparta Rotterdam (during the period) the season: it accepts the sums to be paid to it by MUFC hereunder in full and final settlement of any and all claims it (and/or any of its affiliated training academies (if applicable) may have in respect of the Player's registration with MUFC including but without limitation pursuant to Article 20 and Annex 4 (Training Compensation) and Article 21 and Annex 5 (Solidarity) of the FIFA Regulations; no other football club or team, national association, league, individual, or any other legal entity shall be entitled to bring a claim against MUFC in. respect of its registration of the Player other than Sparta Rotterdam which shall have claim in respect of Solidarity in accordance with Article 21 and ‘Annex 5 (Solidarity) of the FIFA Regulations; the Player does not have any criminal convictions for any matter under the criminal law of any country and/or is not the subject of any on-going criminal proceedings nor is he on bail (or the equivalent status in another jurisdiction) nor is he under investigation by any police force; it has, orit shall, disclose to MUFC copies of the Player's medical records and notes and it has, or it shal, provide a complete and full disclosure to MUFC of the Player's medical history including any injuries, surgical procedures, ilinesses or conditions (physical and/or psychological);1" 12. 3 14. (i) the Player is not subject to any current playing ban which would require to be served whilst he is @ registered player of MUFC; and () the Player has not been charged or found guilty of any doping offence under national and/or intemational anti-doping regulations and PSV has disclosed to MUFC any occasions upon which the player has either failed to attend any required anti-doping test andlor failed to comply with any requirements for providing any applicable whereabouts information pursuant to national and international anti-doping regulations. MUFC has entered into this Agreement and has agreed to make payments to PSV hereunder in reliance on the representations and warranties given by PSV hereunder. PSV shall indemnify MUFC on demand against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect oF consequential losses, loss of profit, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MUFC arising out of or in connection with: (a) any breach of the representations and warranties given by PSV hereunder; and/or (b) any claim made against MUFC in respect of the Player's registration with MUFC. WHERE any payment hereunder is chargeable with Value Added Tax or other similar fiscal charge, MUFC shall pay to PSV the Value Added Tax or other similar fiscal charge at the rate applicable to such payment. IF any provision of this Agreement shall be held to be illegal or unenforceable, in whole or part under any enactment or rule of law including the rules and regulations of the PL and The FA, the parties will agree in good faith an ‘amendment to that provision to make it valid and legal reflecting as much as possible their original intent. The validity and enforceability of the rest of the ‘Agreement shall be unaffected. EXPIRY or termination of this Agreement shall not: (@) release the parties from any liability or right of action or claim which at the time of such expiry or termination has already accrued or may accrue to either party in respect of any act or omission prior to such expiry or termination; and/or15. 16. 7. 18. 19. (b) affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. NOTHING in this Agreement shall: (2) impose any obligation on MUFC to select the Player for any of its teams in any position or in any match; and/or (©) preclude MUFC from transferring the Player's registration at any time after the entry into force of the Contract whether temporarily or permanently. THIS Agreement sets out the entire agreement between the parties hereto and supersedes all prior discussions, statements, representations and undertakings between them or their advisors regarding the Player: IN the event that there is eny conflict between the terms of this Agreement and any information entered into or contained within the FIFA TMS then the terms of this Agreement shall prevail ‘SUBJECT to the announcement by MUFC of its registration of the Player (the content of which shall be mutually agreed between the parties) the parties undertake to treat as confidential the terms of this Agreement and not to disclose the same to any third party including the media without the consent of the other (other than to their respective professional advisors). The only disclosures that the parties shall make are those required by law or any fiscal or regulatory authority. Any other communications such as to the press or media will be by way of written statements aoreed by the parties before release or circulation. MUFC and PSV represent and warrant unconditionally that they are fully entitled and authorised to sign and execute the terms of this Agreement. UNLESS otherwise specified elsewhere herein any notice to be given pursuant to this Agreement shall be given in writing and addressed to the party concerned at the address shown herein (or such other addresses as notified 1024. 22. 23. by the parties in writing from time to time) and may be sent by: (1) air mail; and/or (i) personal by hand delivery or courier service; and/or (ii) facsimile transmission andlor (iv) electronic mail. Any such notice shall be deemed duly given as follows: (i) in the case of air mail five business days from the date of posting; (i) in the case of personal by hand delivery or courier service at the time of delivery; (ii) in the case of faosimile at the time of transmission from the sender's fax machine and (iv) in the case of electronic mail at the time of sending from the sender's computer system. In proving the giving of a notice it shall be sufficient to prove that the envelope containing such notice was properly addressed and posted and/or the notice was left at the relevant address and/or upon production of a facsimile transmission report and/or an electronic mail transmission report (as the case may be). Where notice is served by facsimile or electronic mail, the facsimile numbers and electronic mail addresses for service are as follows: If to MUFC: +44 161 868 6805 / john alexander@manutd.co.uk Ifto PSV: + 31 40 2505622 / P.Fossen@psv.n! THIS Agreement may be executed in counterparts (each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement) but the Agreement shall only enter into force and effect when each party has signed a counterpart and exchanged such counterpart with the other party. THIS Agreement is made in the English language. if there is any conflict in meaning between the English language version of this Agreement and any version or translation of this Agreement in any other language, the English language version shall prevail. THIS Agreement shall be governed by and interpreted in accordance with the FIFA Regulations and English law. Any and all disputes will be handled by the competent FIFA committee with appeals to be submitted to the Court of Arbitration for Sport (the ‘CAS’) in accordance with the Rules of the Code of Sports-related Arbitration of (with the language of the erbitration proceedings being English). In the event that FIFA shall not be competent to hear any particular dispute arising out of or in connection with this Agreement, such dispute shall be finally settled in accordance with the Rules of the Code of "Sports-related Arbitration of the CAS (with the language of the arbitration proceedings being English). 24. _ IN the event that either FIFA andlor the CAS shall have no jurisdiction to hear any dispute arising hereunder the parties shall submit to the jurisdiction of the courts of England, AS WITNESS the hands of the parties hereto or their duly authorised representatives the day and year first before written. 2SIGNED by a duly authorised signatory for and on behalf of MANCHESTER UNITED FOOTBALL CLUB LIMITED ) ) ) ) In the presence of, Signature of witness: Name of witness: Address: Occupation: SIGNED by a duly authorised signatory for and on behaif of PSV NV Inthe presence Signature of witness: Name of witness: Address’ Ocoupation: