Co No |9!2688V Form IMI6 THE COMPANIES ACT 2006 APPLICATION FOR REGISTRATION OF A CHARGE Pursuant to Section 138(2) Note: This application must be filed within one month of the date of creation or date of acquisition of property charged. Blue Heaven Holdings Limited tN ANIA ill ie 01 1603201 600249 | We, the undermentioned, hereby apply to register the following charge created by the above company 03/206 158, 0 2. Details ofthe Charge a NE Ade Date of creation, or i the | A share purchase and option agreement (the Document) dated 25 February ad 2016 between (1) those persons listed in Schedule 1 of the Document, charge 1s a charge existing | including, inter alia, Arthur Abercromby (the Sellers), (2) Blue Heaven Holdings Limited (the Buyer) and (3) The Everton Football Club Compan ‘on property acquired by | Holding: ‘ihe caman) ver) and (3) pany the company, the date on which the property was | All captalised terms not otherwise defined in this Form IMi6 carry the seme ‘meanings given to them in the Document. Short description of the __| The Put end Call Option Consideration ability secured by the “Put and Call Option Consideration: the consideration for the Put and Call charge Option Shares payable by the Buyer to the Sellers in the amounts set out n column (5) of Schedule 1 m accordance with Schedule 6 m the event that the Put Options and/or the Calt Option are exercised “ Short descripuon of the __| The Security Shares Property charged Security Shares the number of Shares set out against the relevant Seller's, name in column (8) of Schedule 1. ‘Share: a share in the capital of the Company ‘arthur Abercromt Name and address of the | Arthur Abereromby chargee ‘Swiss Hill Aderley Edge Cheshire ‘SK9-7DP Page | of 3Co No |0!2688v 3 4 5 THE COMPANIES ACT 2006 Form IMI6 Note: The Registrar of Companies has no duty to verify the contents of this form or that the Memorandum & Articles of the company provide authority with respect to the matters contained in this form. L For Official Use only: Details of the charge (contnued) “| Details of any prohibrion | N/A or restriction contained in the instrument creating the charge on the company creating any future charge ranking in priority to or equally with the charge’ Details of the person filng application Name" “Tppleby (Isle of Man) Lie ‘Address ‘33-37 Athol Street Douglas Isle of Man IML 1B Certtfication eS) We certify that we are authorised to file this application on behalf of the and that the particulars given are an accurate description of the charge Page 2 of 3CoNo Form IMI6 THE COMPANIES ACT 2006 * Delete whichever does not apply. Signed on behalf of the person filing the application by: : Dated: [6 1 ©F; ZalG Apple Ds p (dd) (mm) (yy) (Authorise@ Signatory) i Full Name of Signatory: ELC (Print Name) Page 3 of 3