Share Agreement

1) Bristol Rovers (1883) Limited
2) James Chappell for and on behalf of Bristol Rovers Supporters Club

Dated 15th November 2003
Ref: RET/NM3

THIS AGREEMENT is dated 15th November 2003 and made BETWEEN:

(1)  BRISTOL ROVERS (1883) LIMITED (registered in England No. 4501223) whose registered office is at The Memorial Stadium, Filton Avenue, Horfield, Bristol BS7 0BF (the “Company”); AND

(2)  JAMES CHAPPELL care of 199 Two Mile Hill Road, Kingswood, South Gloucestershire for and on behalf of BRISTOL ROVERS SUPPORTERS CLUB  (” BRSC”).

WHEREAS:

(A) The Company was incorporated in England and Wales on 1 August 2002 with registered number 4501223;

(B) As at the date of this Agreement the Company has an authorised share capital of £3,000,000 divided into 30,000,000 Ordinary Shares of 10 pence each (“Existing Ordinary Shares”) of which 1,398,603 Existing Ordinary Shares are in issue, fully paid;

(C) The Company has given an undertaking in writing to BRSC not to allot prior to the next general meeting of the Company Existing Ordinary Shares such that the aggregate issued ordinary share capital of the Company would exceed £250,000 divided into 2,500,000 Ordinary Shares of 10 pence each and to propose and recommend at its next general meeting that the authorised share capital of the Company be reduced to £250,000 divided into 2,500,000 Ordinary Shares of 10 pence each.

NOW IT IS HEREBY AGREED as follows:

1. Definitions

1.1 In this Agreement unless the context otherwise requires the following expressions have the following meanings:
“Act”      the Companies Acts 1985 and 1989;
“Agreement” this agreement (including any schedule or annexure to it and any document in agreed form);
“Articles” the articles of association of the Company from time to time;
“Board” the board of Directors of the Company;
“BRSC Members” members of BRSC;
“Bronze Option” the option available to BRSC Members to subscribe to BRSC on the terms set out in Part 1 of Schedule 1;
“Business Day” any day on which clearing banks are open for normal business in the City of London (but not a Saturday or a Sunday);
“the Closing Date”  the tenth day of each calendar month or where that is not a Business Day on the Business Day next following it;
“the Fundraising” the procuring by BRSC of members of it to subscribe under each of the Members Schemes;
“Gold Option” the option available to BRSC Members to subscribe to BRSC on the terms set out in Part 3 of Schedule 1;
“Major Decision” any matter which the Company is required to put to its members in general meeting and considered to be special business;
“Members Schemes” the Bronze Option, the Silver Option, the Gold Option and the Platinum Option;
“Memorandum” the memorandum of association of the Company from time to time;
“Ordinary Shares” the ordinary shares in the capital of the Company;
“Platinum Option” the option available to BRSC Members to subscribe to BRSC on the terms set out in Part 4 of Schedule 1;
“Resolution” the resolution of the Board approving the allotment of the Subscription Shares to BRSC in the agreed form;
“Silver Option” the option available to BRSC Members to subscribe to BRSC on the terms set out in Part 2 of Schedule 1;
“the Stadium” The Memorial Stadium;
“the Stadium Debt” any sum of money owed on the Stadium by the Company or any subsidiary of it to any person;
“the Subscription” the proposed subscription by BRSC of the Subscription Shares on the terms of this Agreement;
“the Subscription Letters” the subscription letters and forms of acceptance in the agreed form;
“the Subscription Price” £5 per Ordinary Share;
“Subscription Period” the period of  six years commencing on 9 December 2002;
“Subscription Shares” such Ordinary Shares to be issued by the Company pursuant to the terms of this Agreement.
1.2 References to clauses and schedules are unless otherwise stated to clauses of and schedules to this Agreement.
1.3 The expression “subsidiary” has the meaning given to that term by the Act and shall be deemed to include “subsidiary undertaking” as defined by the Act.
1.4 A reference to any document “in the agreed form” means in the form of the draft or proof of the document signed for the purposes of identification by or on behalf of the parties hereto with such alterations (if any) as may subsequently be agreed by or on behalf of the parties hereto.
1.5 References to statutory provisions shall be construed as references to those provisions as respectively replaced, amended or re-enacted from time to time (whether before or after the date hereof) and shall include any provisions of which they are re-enactments (whether with or without modification) and any subordinate legislation made under such provisions.
1.6 Words importing the singular include the plural and vice versa, words importing any gender include every gender and references to persons include bodies corporate, unincorporated associations and partnerships.
1.7 The headings to the clauses are for convenience only and have no legal effect.

2. Subscription Shares

2.1 The Company and BRSC hereby irrevocably agree that BRSC shall subscribe for, and the Company shall allot and issue, up to 700,000 Subscription Shares on the terms and subject to the conditions set out in this Agreement.
2.2 The Subscription Shares will be allotted and issued on terms that they, when issued and fully paid or credited as fully paid, rank pari passu in all respects with the Existing Ordinary Shares then in issue including the right to receive all dividends and other distributions declared, paid or made after the date hereof on the ordinary share capital of the Company.
2.3 The allotment and issue of the Subscription Shares will be made upon and subject to the Memorandum and Articles.  In the event of any conflict between the terms of the Articles and this Agreement, the provisions of this Agreement shall prevail.

3. Allotment of Shares

3.1 BRSC hereby undertakes and agrees with the Company that it:-
3.1.1 shall collect and hold all BRSC Members subscriptions to the Members Schemes within a trust account at a high street clearing bank or building society or similar investment vehicle.  BRSC shall give not less than 14 days notice in writing to the Company informing the Company of any change in the details of the account in which the funds are held;
3.1.2 apply all subscriptions to the Members Schemes made by BRSC Members (save for any deductions agreed to be made with the Company and any deductions required by law) (after such deductions “the Net Members Subscriptions”) towards subscription for Subscription Shares on the terms of this Agreement.
3.2 The Company hereby agrees with BRSC that it will, subject to the Net Members Subscriptions being paid to the Company, on each Closing Date during the Subscription Period allot the Subscription Shares to BRSC at the Subscription Price.
3.3 BRSC shall pass all Net Members Subscriptions received by them in any month to the Company on the last Business Day of such month.

4. Application of Subscription Funds

4.1 Unless otherwise agreed in writing by BRSC the subscription funds referred to in clause 3 shall be applied by the Company as follows:
(a) as to 40% thereof, towards repayment of the Stadium Debt;
(b) as to 40% thereof, towards the operation of the Company and improvements to the Stadium; and
(c) as to 20% thereof, towards the building of the football team operated by Bristol Rovers Football Club Limited.
4.2 The Company undertakes with BRSC to propose and recommend a resolution at the next general meeting of the Company to amend its Articles such that the Company may not sell,  transfer, lease the whole, assign or otherwise dispose of the Stadium (“a Sale”) without the prior written consent of BRSC for so long as BRSC holds 700,000 fully paid Ordinary Shares in the Company and to include within the Articles a prohibition against any amendment of such requirement in the Articles without the written consent of BRSC.  In the event that any proposal is made to sell the Stadium the Company shall consult BRSC:-
4.2.1 in the event that the Sale is required in writing to be made by any creditor or to meet the claim of any creditor making formal demand against the Company, as soon as reasonably practicable;
4.2.2 in any other circumstance, unless agreed with BRSC, within not less than three months of the proposed date for any Sale.
4.3 BRSC undertakes with the Company that on the Company giving written notice to BRSC of a proposed Sale or any Major Decision to convene in accordance with its constitution a meeting of its members at which a resolution seeking approval of the sale or transfer will be proposed or alternatively, if allowed by its constitution to ballot its members by post on the proposed sale or Major Decision.  BRSC further undertakes that notice of the meeting to be convened or the ballot will be given within 10 Business Days of receipt of the written notice from the Company.  At the meeting to be convened, only full voting members of BRSC at the date of the Company’s notice shall be entitled to vote on the proposals unless the Company’s notice is given during the Subscription Period in which case full voting members of BRSC at the date of the meeting shall be entitled to vote on the proposals.  In either case, the resolution shall be carried on a simple majority of votes.  BRSC further undertakes forthwith upon the resolution being considered by the BRSC members’ meeting or the result of the ballot being known to give notice of the result of the meeting or ballot to the Company.
4.4 The Company undertakes with BRSC that it will for a period of three years from the Commencement Date grant the subscribers to BRSC under the Members Scheme the rights set out in Schedule One to this Agreement, and following expiry of that three year period continue to grant such rights to persons who continue to subscribe or are new subscribers to a Members Scheme, for so long as they remain such.
4.5 The Company undertakes with BRSC that it will from the date of this Agreement provide to BRSC such information monthly by the end of the following month as shall be reasonably necessary for BRSC to determine the application of funds received by the Company pursuant to clause 3 and on the basis set out in clause 4.1.

5. Further Undertakings

5.1 The Company undertakes with BRSC following execution of this Agreement to appoint and maintain in office one director (“the First BRSC Director”) nominated in writing by BRSC as a director of the Company.
5.2 The Company undertakes with BRSC that on BRSC subscribing for, and being allotted, on the terms of this Agreement 20,000 Subscription Shares BRSC shall be entitled to appoint one observer (“the Associate Director”) to attend, at the discretion of the chairman of the Company, but not vote at, meetings of the Board of the Company.
5.3 The Company undertakes on BRSC subscribing for, and being allotted, on the terms of this Agreement 200,000 Subscription Shares to appoint and maintain in office a second director (“the Second BRSC Director”) nominated in writing by BRSC as a director of the Company, in substitution for the right to appoint an Associate Director pursuant to clause 5.2.
5.4 BRSC shall be entitled at any time to remove and replace any Director appointed by it pursuant to clauses 5.1 and 5.3 above by written notice to the Company.
5.5 The appointment of the First BRSC Director, Second BRSC Director and Associate Director shall be subject to the consent by the Company to the identity of the relevant appointee and the Articles.

6. Conditionality of Undertakings

The undertakings on the part of the Company contained in clauses 4.2, 5.1 and 5.3 are conditional upon BRSC complying in all material respects with its obligations under clauses 3.1.2, 3.3 and 4.3 of this Agreement.  In the event of any dispute relating to this clause 6 the matter shall be referred within 5 Business Days of written notice by one party to the other that such a dispute has arisen (“Dispute Notice”), to a Chartered Accountant appointed by agreement between the parties, or in the event of a failure to agree within 2 Business Days of a Dispute Notice to an independent Chartered Accountant appointed by the President of the Institute of Chartered Accountants who shall act as an expert and not an arbitrator (“the Expert”).  Each of the parties shall provide the Expert with such documents and other submissions as he shall require and the Expert shall be instructed to make his determination within 10 Business Days of his appointment.  The costs of the Expert shall be borne jointly between the parties, unless he shall otherwise determine.  Any determination of the Expert shall be except in the case of manifest error binding on the parties.

7. Notices

7.1 Any notice or other communication under or in connection with this Agreement shall be in writing and shall be delivered personally or sent by first class post or by facsimile transmission, to the party due to receive the notice at its address set out in this Agreement or such other address as any party may specify by notice in writing to the others.
7.2 In the absence of evidence or earlier receipt, any notice or other communication shall be deemed to have been duly given:
7.2.1 if delivered personally;
7.2.2 if sent by mail, two days after posting it;
7.2.3 if sent by facsimile when clearly received in full.
7.3 In proving service of communication it shall be sufficient to show that delivery by hand was made or that the envelope containing the communication was properly addressed and posted as a first class pre-paid letter or that the facsimile was despatched and a confirmatory transmission report received.

8. Time of the Essence

Time shall be of the essence of this Agreement as regards any time, date or period mentioned in this Agreement (or subsequently varied by agreement between the parties).

9. Governing Law and Jurisdiction

9.1 This Agreement is governed by, and shall be construed in accordance with, English law.
9.2 The courts of England shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement (respectively, “Proceedings” and “Disputes”) and, for such purposes, each party irrevocably submits to the jurisdiction of the courts of England.
9.3 Each party irrevocably waives any objection which it might at any time have to the courts of England being nominated as the forum to hear and determine any Proceedings and to settle any Disputes and agrees not to claim that the courts of England are not a convenient or appropriate forum.

10. Partnership/Agency

Nothing in this Agreement shall constitute any partnership between any of the parties or to create any relationship of agency between any of them and none of the parties has authority to bind any of the others in any way, unless expressly stated.

11. Exclusion of Third Party Rights

Unless expressly stated in this Agreement, nothing in this Agreement will confer any rights on any person under the Contracts (Rights of Third Parties) Act 1999.

12. Assignment

No party shall be entitled to assign or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the other.

13. Counterparts

This Agreement may be executed in any number of counterparts each of which when executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

IN WITNESS whereof this Agreement has been entered into the day and year first above written.

Schedule 1

Part 1 – Bronze Option (£10.83 per month)
Pirate Leisure discount 5%
Season ticket discount 5%
Complimentary terrace tickets 1

Part 2 – Silver Option (£21.67 per month)
Pirate Leisure discount 7.5%
Season ticket discount 7.5%
Complimentary terrace tickets 2
Meal offer 2 persons
Extra Picture with player

Part 3 Gold Option (£43.34 per month)
Pirate Leisure discount 10%
Season ticket discount 10%
Complimentary terrace tickets 4
Meal offer 4 persons
Extra Signed football

Part 4 – Platinum Option (£83.34 per month)
Pirate Leisure discount 10%
Season ticket discount 12.5%
Complimentary stand tickets 8
Extra A Matchball sponsorship/ Corporate Hospitality package for 4
Extra B Signed picture taken with squad

Notes

1. All Subscribers will have their names listed on a plaque, on the Bristol Rovers Football Club Limited website and within one programme on a match day.

2. Complimentary tickets and other extras are available once only during each season during the Subscription Period or any extension thereof and at times or games selected by the Company.

3. Any discounts offered under any of the schemes set out in this Schedule shall be cumulative with any other discounts to which any subscriber is entitled.

Executed as a Deed by Bristol Rovers (1883) Limited acting by:
Geoff Dunford – Director
Kevin Spencer – Director/Secretary

Signed by James Chappell duly authorised representative on behalf of Bristol Rovers Supporters Club in the presence of:

Witness Name: Mr S J F Burns
Witness Address: c/o 199 Two Mile Hill Road, Kingswood, Bristol BS15 1AZ