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Schedule 1 (Purchaser Schedule)

Schedule 2 (Completion arrangements)

Schedule 3 (Deferred Consideration Payment Date arrangements)

Schedule 4 (Warranties)

Schedule 5 (Farfetch Warranties)

Schedule 6 (Limitations on liability)

Schedule 7 (Conversion rate adjustment)

Schedule 8 (Conduct of business before Completion)

Schedule 9 (Regulatory Conditions)

Schedule 10 (Material Properties)

Schedule 11 (Financial Statement)

Schedule 12 (Form of Deed of Adherence)

Schedule 13 (Syndication)

Attachment 1 (Basic information about the Company)

Attachment 2 (Shareholders’ Agreement)

RICHEMONT ITALIA HOLDING S.P.A, a company incorporated in Italy with registered number 08158020969 and whose registered office is at Via Benigno Crespi 26, Milan, Italy (the “Seller”);

FARFETCH HOLDINGS PLC, a public limited company incorporated in England and Wales with registered number 12278361 and having its registered office at The Bower, 211 Old Street, London, United Kingdom, EC1V 9NR (“FFH”);

FARFETCH LIMITED an exempted company incorporated in the Cayman Islands with registered number 336922 and having its registered office at 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, whose shares are listed on the New York Stock Exchange under the ticker symbol FTCH (“Farfetch”);

SYMPHONY GLOBAL LLC a company incorporated under the laws of The United Arab Emirates with license number 771223 and having its registered office at warehouse number 011, Dubai Properties Establishment Al Quoz Industrial III, Dubai, United Arab Emirates (“Symphony”).

YNAP is a joint stock company (società per azioni) incorporated under the laws of Italy, having its registered office at Via Morimondo 17, Milan, 20143, Italy, fiscal code, VAT no. and registration with the Companies’ Register of Milano, Monza-Brianza, Lodi no. 02050461207, and an approved share capital of Euro 1,411,940.94 and a subscribed and paid-up share capital of Euro 1,384,207.41.

The Company operates, including through its Affiliates, in the e-commerce sector, among other things, as partners of fashion and design brands in the realisation and management of mono-brand online stores to sell clothing products, fashion accessorises and design products.

FFH and Symphony, in each case, with the assistance of financial, legal, accounting and tax advisers, has conducted or had access to a due diligence exercise in relation to the financial, accounting, legal, tax and commercial affairs of the Group (the “Due Diligence”) including: (i) the review of documentation which has been made available to Farfetch, FFH and/or Symphony and their advisers by the Seller, the Group Companies, and their respective Representatives and advisers in the Data Room (the content of which is known to FFH and/or Symphony); and (ii) the Q&A sessions asked by Farfetch, FFH and/or Symphony and/or their respective advisers, and the relevant answers thereto provided by the Group Companies and their advisers. The information from the Due Diligence activities is considered satisfactory to the Purchasers.

On the date of this Agreement, the Seller (or, where applicable, one of its subsidiaries) and members of the Farfetch Group entered into, amongst other things, the Framework Agreement for Richemont, the Framework Agreement for YNAP, the Framework Agreement SoW for Cartier, the Framework Agreement SoWs for YNAP and the OFS Agreements (each as defined below).

In light of the foregoing, the Seller has agreed to sell and the Purchasers have agreed to purchase and pay for the Sale Shares in each case on the terms and subject to the conditions of this Agreement.

INTERPRETATION

In this Agreement, the Schedules and the Attachments to it:

means:

(a)   in respect of the Tranche 2 Consideration Shares, the VWAP for the sixty (60) Trading Day period ending three (3) Trading Days prior to Completion; and

(b)   in respect of the Tranche 3 Consideration Shares, the VWAP for the sixty (60) Trading Day period ending three (3) Trading Days prior to the Deferred Consideration Date, subject, in the event of a Conversion Rate Adjustment occurring in such period, to paragraph (I) of Schedule 7 (Conversion rate adjustment);

means YOOX Net-a-Porter Group S.p.A., basic information concerning which is set out in Attachment 1

(Basic information about the Company);

means:

(a)   any matter, fact or circumstance that occurs between the date of this Agreement and Completion which, were it to have occurred from Completion would constitute an Event of Default (as defined in the Shareholders’ Agreement) under clause 14.1(A)(ii)(g) (in respect of a breach by the Farfetch Investor (as defined in the Shareholders’ Agreement) of clause 25.5(A)(ii) only) or 14.1(A)(iv) of the Shareholders’ Agreement; or

(b)   any member of the Farfetch Group having entered into any arrangement, contract or commitment (conditional or otherwise, including a recommendation of a public bid) between the date of this Agreement and Completion in respect of such matter, fact or circumstance referred to in (a) above,

and, for the purpose of this definition, references in such clauses of the Shareholders’ Agreement to “Investor” shall be construed as the “Farfetch Group” only;

(a)   FFUK and Compagnie Financière Richemont S.A. dated 16 July 2020 (as amended and supplemented by side letters on 5 February 2021, 23 November 2021 and the date of this Agreement) pursuant to which the Seller made available to FFUK certain confidential information relating to the Group;

(b)   FFUK, Compagnie Financière Richemont S.A. and Northeastern Investment Limited dated 22 December 2021 pursuant to which FFUK and Compagnie Financière Richemont S.A. made available to Northeastern Investment Limited certain confidential information relating to the Group; and

(c)   in respect of any other Purchaser, as set out in the Deed of Adherence executed by such Purchaser;

means, as the context requires, each or all of:

(a)   the Tranche 1 Consideration Shares;

(b)   the Tranche 2 Consideration Shares; and/or

(c)   the Tranche 3 Consideration Shares;

means fairly disclosed:

(a)   to the Purchasers with sufficient detail so as to allow the Purchasers; or

(b)   to the Seller with sufficient detail so as to allow the Seller,

to  make a reasonably informed assessment of the nature and scope of the matters so disclosed;

(a)   money borrowed, or other financing liabilities or obligations, including overdrafts and other liabilities in the nature of borrowed money (in each case whether secured or unsecured, and including amounts evidenced by a note, bond, or similar instrument) at banks or other financial institutions or member of the Retained Group;

(b)   the issue of bonds, notes, debentures, loan notes or other instruments with a debt-like return or any other interest bearing liabilities;

(c)   any dividends declared but not paid;

(d)   any liability or indebtedness arising under any derivative financial instrument, irrespective of whether that derivative instrument is closed out as at or as a consequence of Completion (and, when calculating the value of any derivative transaction, only the marked to market liability (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account); or

(e)   any preference shares or amounts payable on preference shares,

means the:

(a)   the guarantee agreement entered into between Richemont International S.A. and FFUK on the date of this Agreement in relation to the Framework Agreement for Richemont; and

(b)   the guarantee agreement entered into between YNAP and FFUK on the date of this Agreement in relation to the Framework Agreement for YNAP;

means:

(a)   in respect of each Purchaser (excluding FFH), the Purchaser Warranties in respect of itself only set out in Clauses 11.1 and 11.3; and

(b)   in respect of FFH, the Purchaser Warranties in respect of itself only set out in Clause 11.1,

and in each case, “Fundamental Purchaser Warranty” shall be construed accordingly;

means:

(a)   any full or part-time official, officer, employee, or representative of, or any person acting in an official capacity or exercising a public function for or on behalf of, any Governmental Entity, whether elected or appointed;

(b)   any political party, party official or political officer; or

(c)   any company, business, enterprise, or other entity owned, in whole or in part or controlled by any person described in the foregoing sub-paragraphs (a) or (b) (excluding a sovereign wealth fund);

(b)   in respect of Symphony, Symphony (or its successor entities) and each of its subsidiaries from time to time; and

(c)   in respect of any other Purchaser, as such term is defined in the Deed of Adherence executed by such Purchaser;

means:

(a)   in respect of each Purchaser (excluding FFH), those warranties in respect of itself only set out in Clauses 11.1 to 11.3; and

(b)   in respect of FFH only, those warranties in respect of itself only set out in Clauses 11.1 and 11.2,

and in each case, “Purchaser Warranty” shall be construed accordingly;

means each of:

(a)   Da Vinci Holdings Ltd, the counterparty to which is Alibaba.com (Europe) Limited; and

(b)   YNAP Middle East Holding Ltd, the counterparty to which is Symphony Investments LLC;

means a US$ amount equal to:

(a)   if the 60-Day VWAP of the Tranche 2 Consideration Shares is equal to or greater than the Ceiling Amount, the Ceiling Amount;

(b)   if the 60-Day VWAP of the Tranche 2 Consideration Shares is equal to or lower than the Floor Amount, the Floor Amount; or

(c)   if the 60-Day VWAP of the Tranche 2 Consideration Shares is greater than the Floor Amount and lower than Ceiling Amount, then the 60-Day VWAP,

provided, in each case, that the Ceiling Amount and the Floor Amount is subject to any relevant adjustments in accordance with Clause 5.3 and as set out in Schedule 7 (Conversion rate adjustment) and, for the purpose of this definition, the “Ceiling Amount” means US$41.90 and the “Floor Amount” means US$20.00;

(a)   any Tax imposed in compliance with the council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112), including UK value added tax imposed under the Value Added Tax Act 1994 and legislation and regulations supplemental thereto; and

(b)   any other Tax of a similar nature to the Taxes referred to in paragraph (a) above, whether imposed in a member state of the EU in substitution for, or levied in addition to, the Taxes referred to in paragraph (a) above or imposed elsewhere (including, for the avoidance of doubt, any sales Tax (whether imposed by the United States or elsewhere) and any goods and services Tax);

means:

(a)   the YNAP cash retention plan, as provided at document reference 3.1.5.17.9 in the Data Room, and the Richemont long-term retention plan in respect of Company beneficiaries, as provided at document reference 3.1.5.17.8 in the Data Room (further details in respect of each are provided at document reference 3.1.5.8.4);

(b)   the Phoenix incentive arrangements entered into by the Group in relation to certain employees of the Group, a summary of which is available at document reference 3.1.5.17.10 in the Data Room; and

(c)   the incentive arrangements to be entered into by the Group in relation to certain employees of the Group (including in respect of retention of key talent, tech and the OFS Activities);

In this Agreement, unless otherwise specified:

references to Clauses, paragraphs, Schedules and Attachments are to clauses, and paragraphs of, and Schedules and Attachments to, this Agreement;

references to any document in the “agreed form” means that document in a form agreed in writing by or on behalf of the Seller and Farfetch;

use of any gender includes the other genders;

defined terms denoting the singular shall include the plural and vice versa and terms used in the plural apply to the whole as well as to one or more of the relevant individual elements;

a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted and shall include any subordinate legislation made from time to time under that statute or statutory provision except to the extent that any amendment or modification made or coming into effect of any statute or statutory provision after the date of this Agreement would increase or alter the liability of the Seller under this Agreement;

references to a “party” or the “parties” are to parties to this Agreement from time to time (including any person that has duly executed a Deed of Adherence in accordance with the terms of this Agreement);

references to a “company” shall be construed so as to include any corporation or other body corporate, wherever and however incorporated or established;

references to a “person” shall be construed so as to include any individual, firm, company, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality);

a company is a “subsidiary” or “subsidiary undertaking” of another company, its “holding company”, if that other company:

holds a majority of the voting rights in it;

is a member of it and has the right to appoint or remove a majority of its board of directors (or analogous body); or

is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it;

references to “includes” and “including” mean including without limitation;

in all cases in which, under this Agreement, a party clearly and directly undertakes to cause or to procure that any other person (including a corporate body of any such person) undertakes or does or omits to do something, or to procure that any other person (including a corporate body of any such person) undertakes or does or omits to do something, such undertaking of the party shall be construed as a “promessa dell’obbligazione o del fatto del terzo” as provided by Article 1381 of the Code;

the obligation of a party to use its efforts or endeavours, whether “best”, “all reasonable”, “reasonable” or “commercial”, to accomplish an objective shall be construed as an “obbligazione di mezzi” according to the Italian Law and not as an absolute obligation to ensure that such objective is, in fact, reached (i.e. as an “obbligazione di risultato”);

without prejudice to the above, with respect to a task or obligation of a party, the obligation of a party to take: (i) “best endeavours/efforts” shall be construed as being the most strenuous, non-absolute obligation and shall require a party that has committed to this standard to take all steps and courses of action lawfully open to it which are or may be capable of producing the relevant outcome or result which a prudent, determined and reasonable party desiring to achieve that

any reference in this Agreement to a “day” or number of “days”, without the explicit qualification of Business Day(s), will be interpreted as a reference to a calendar day or number of calendar days. When calculating the period of days before which, by which or following which any act is to be done or any step is to be taken under this Agreement, the day that is the reference date in calculating such term will be excluded. If the last day of the relevant term is not a Business Day, the relevant term will end on the next following Business Day. Unless otherwise expressly provided for, any period of time expressed in months will be calculated in accordance with Article 2963, paragraphs 4 and 5 of the Code;

the language throughout this Agreement shall in all cases be construed as a whole, in accordance with fair meaning and without any presumption that the terms hereof shall be more strictly construed against one party than the other by reason of the rule that a document is to be construed more strictly against the party who has prepared it, in this respect the parties acknowledge that all parties have participated in the drafting and negotiation of this Agreement;

any reference to a “day” (including the phrase “Business Day”) shall mean a period of 24 hours running from midnight to midnight;

unless expressly stated otherwise, references to times are to Central European Time;

references to “indemnify” and “indemnifying” any person against any circumstance include indemnifying and keeping that person harmless on an after-Tax basis from all actions, claims and proceedings from time to time made against that person and all loss or damage and all payments, costs or expenses made or incurred by that person as a consequence of or which would not have arisen but for that circumstance;

any indemnity or obligation to pay (the “Payment Obligation”) being given or assumed on an “after-Tax basis” or expressed to be “calculated on an after-Tax basis” means that the amount payable pursuant to such Payment Obligation (the “Payment”) shall be calculated in such a manner as will ensure that, after taking into account:

any Tax required to be deducted or withheld from the Payment;

the amount and timing of any additional Tax which becomes payable as a result of the Payment’s being subject to Tax; and

the amount and timing of any Tax benefit which is obtained, to the extent that such Tax benefit is attributable to the matter giving rise to the Payment Obligation,

a reference to any other document referred to in this agreement is a reference to that other document as amended, varied, novated or supplemented (other than in breach of the provisions of this agreement) at any time;

references to “costs” and/or “expenses” incurred by a person shall not include any amount in respect of VAT comprised in such costs or expenses for which either that person or, if relevant, any other member of the VAT group to which that person belongs is entitled to credit as input Tax;

the formulation “to the extent that” shall be read as meaning “if, but only to the extent that”;

references to:

“euro”, “EUR” or “€” are references to the lawful currency from time to time of the European Union; and

“dollar”, “US dollar”, “US$” or “$” are references to the lawful currency from time to time of the United States of America;

references to writing shall include any modes of reproducing words in a legible and non-transitory form and whether sent or supplied by electronic mail;

references to the knowledge, belief or awareness of the Seller (or similar phrases) shall be limited to the actual knowledge of Anton Rupert, Burkhart Grund, Silvia Scagnelli, Hartwig Grabbe, Axel Meyer and Massimo Di Cesare;

headings and titles are for convenience only and do not affect the interpretation of this Agreement;

a reference to any Italian legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than Italy be treated as a reference to any analogous term in that jurisdiction;

general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words; and

the Schedules and Attachments form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include the Schedules and Attachments.

SALE AND PURCHASE

On the terms, and subject to the conditions, set out in this Agreement, the Seller shall sell, and each of the Purchasers shall purchase, the Sale Shares set out against their names in column (4) of the Purchaser Schedule, with full title guarantee free from all Encumbrances, together with all rights attached or accruing to them at Completion.

The Seller waives all rights of pre-emption over any of the Sale Shares conferred upon it by the articles of association of the Company or in any other way prior to Completion.

Pursuant to Article 1316 of the Code, the sale and purchase of the Sale Shares are conventionally deemed to be indivisible and, accordingly, the sale and purchase under this Agreement of any of the Sale Shares shall not be deemed to have been completed unless and until all Sale Shares have been transferred to the relevant Purchaser in accordance with this Agreement. In this respect, and for the avoidance of any doubt, the obligation of each Purchaser to acquire the relevant Sale Shares are undertaken on a several and not joint basis and nothing in this paragraph 2.3 shall be read and construed as a joint and several obligation among the Purchasers.

CONDITIONS

Completion shall be conditional on the following Conditions having been fulfilled or (where permitted) waived in writing in accordance with the terms of this Agreement:

Farfetch having procured that the Tranche 1 Consideration Shares and Tranche 2 Consideration Shares are approved for listing on the New York Stock Exchange (to the extent Farfetch Shares are traded on the New York Stock Exchange as at Completion) and/or any other recognised stock exchange on which Farfetch Shares are traded as at Completion, subject only to official notice of issuance (or any such equivalent condition in respect of any other recognised stock exchange on which Farfetch Shares are traded as at Completion) (the “Listing Condition”);

each Regulatory Condition having been satisfied;

each Richemont Maison (except AZ Factory and Peter Millar (including G/FORE)) having executed a statement of work under the Framework Agreement for Richemont, each with an agreed target go-live date at or following Completion (the “Project David Condition”);

subject to Farfetch having offered to each Richemont Maison the Minimum Requirements (as such term is defined in the Marketplace Undertaking Deed), each Richemont Maison (except A. Lange & Söhne, Alaïa, Delvaux, Peter Millar (including G/FORE) and Purdey) having executed a partner (e-concessions) agreement of a minimum one-year duration in respect of the Farfetch Marketplace, each with an agreed target go-live date at or following Completion (the “Marketplace Condition”); and

no Competitor Event having occurred prior to or on the Completion Date (the “Competitor Condition”),

Farfetch shall use best efforts to fulfil or procure the fulfilment of the Listing Condition as soon as possible and in any event before the Long Stop Date and will notify the Seller in writing as soon as reasonably practicable of the satisfaction of such condition.

Each of Farfetch and the Seller shall use all reasonable endeavours to fulfil or procure that the Regulatory Conditions are fulfilled reasonably promptly after the date of this Agreement, and in any event, no later than 5:00 p.m. on the Long Stop Date, provided that nothing in this Agreement shall require any party, or any of its concert parties, to divest or take or cause to be taken any action with respect to the divestiture of any assets, properties or businesses of that party or group, in each case in order to satisfy any Regulatory Condition.

Without prejudice to the generality of Clause 3.3, and except to the extent that to do so is prohibited by Law, FFH and the Seller shall co-operate with each other and shall:

jointly determine, at all times following reasonable consultation with each other, the strategy to be pursued for fulfilling the Regulatory Conditions and any Clearances and for responding to any other inquiry from any Governmental Entity with respect to the transactions contemplated by the Transaction Documents, including:

the timing and sequencing for: (a) contacting and corresponding with the Governmental Entities; and (b) offering to or agreeing with or accepting from the Governmental Entities any Remedies required in order to fulfil any Regulatory Condition;

determining any Remedies to be offered in order to fulfil any Regulatory Condition; and

communicating with and making any submissions to any Governmental Entity with respect to the transactions contemplated by this Agreement;

take (or cause to be taken) any and all steps necessary to fulfil the Regulatory Conditions as soon as possible, and in any event prior to the Long Stop Date, and in particular to avoid and eliminate each and every impediment under the applicable competition Laws that may be asserted by any Governmental Entity so as to enable the parties to consummate the sale and purchase envisaged under this Agreement as promptly as practicable, including proposing, negotiating, committing to and effecting all Remedies;

submit (separately or jointly as the case may be and in accordance with their respective legal obligations), and not withdraw without prior written consent of the other, all filings, notifications or submissions (as required) to each Governmental Entity as soon as is reasonably practicable after the date of this Agreement and in any event within any applicable mandatory time period, where it is necessary or expedient to do so to fulfil the Regulatory Conditions;

provide each other, in a timely manner, with such cooperation, information, access and assistance as may reasonably be required in relation to any Clearances or any other inquiry from any Governmental Entity with respect to the transactions contemplated by the Transaction Documents and for the preparation of all such filings, notifications or submissions (as required) referred to in this Clause 3.4(C) and in relation to the preparation of any other submissions, material correspondence or material communications to any Governmental Entity in connection with the Regulatory Conditions;

provide each other with draft copies of all material submissions, notifications, filings or material communications to any Governmental Entity with respect to the transactions contemplated by the Transaction Documents, and allow reasonable time for comments on such material submissions, notifications, filings or communications before they are submitted or sent and consider in good faith any such comments prior to the submission, and promptly provide each other with copies of all material submissions, notifications, filings or communications in the form submitted or sent;

promptly notify each other with copies (or in the case of non-written communications, summaries of such communications) of any material communications received from any Governmental Entity with respect to the transactions contemplated by the Transaction Documents;

so far as possible, give reasonable notice to the other of any meeting or any material call with any representative(s) of any Governmental Entity with respect to the transactions contemplated by the Transaction Documents together with a copy of any agenda relating thereto not less than five (5) Business Days prior to such meeting or material call, or if a shorter prior notice is possible but five (5) Business Days’ notice is not, such shorter period of notice and, not more than five (5) Business Days after such meeting or call, provide the other with a copy of the minutes of that meeting or call;

so far as permitted and subject to any Governmental Entity not objecting to such attendance, allow Representatives of each of the Seller and FFH to attend any meetings or any material calls with any representative(s) of any Governmental Entity with respect to the transactions contemplated by the Transaction Documents;

discuss in good faith any relevant issues raised by a Governmental Entity, with respect to the transactions contemplated by the Transaction Documents with a view to resolving such issues promptly, and cooperate with and promptly provide all necessary information and assistance reasonably required by any Governmental Entity with respect to the transactions contemplated by the Transaction Documents; and

regularly inform each other of and review with each other the progress of any relevant notifications, filings, submissions or communications with a Governmental Entity with respect to the transactions contemplated by the Transaction Documents, with a view to obtaining any required clearance or approval from any Governmental Entity at the earliest reasonable opportunity.

Each of Farfetch and the Seller undertakes that prior to Completion, it shall not, and shall procure that no member of the Farfetch Group or the Retained Group (as applicable) shall, either alone or acting in concert with others:

acquire or make a binding offer to acquire (or cause another person acting on its behalf to acquire or make a binding offer to acquire), in each case whether or not subject to any condition precedent or subsequent; or

execute definitive transaction documentation (or cause another person acting on its behalf to execute definitive transaction documentation) that, if carried into effect, would result in the acquisition of,

Each Purchaser shall provide Farfetch and/or the Seller, as soon as soon as reasonably possible following a written request from Farfetch and/or the Seller, with such cooperation, information, access and assistance as may reasonably be required for the preparation of all such filings, notifications or submissions (as required) referred to in Clause 3.4(C) and in relation to the preparation of any other submissions, material correspondence or material communications to any Governmental Entity with respect to the transactions contemplated by the Transaction Documents.

Each of Farfetch and the Seller shall use all reasonable endeavours to fulfil or procure the fulfilment of the Project David Condition and shall each use their respective best endeavours to agree commercially reasonable terms in respect of:

the statements of work under the Framework Agreement for Richemont relating to the Richemont Maisons (except AZ Factory and Peter Millar (including G/FORE)); and

a solution design and site build for Cartier, Net-A-Porter, Mr Porter, The Outnet and YOOX (with a targeted go-live date on or after Completion),

Clause 3.1(D) is without prejudice to Farfetch’s and FFH’s obligations in respect of each Richemont Maison under clause 4.1 of the Marketplace Undertaking Deed, and each of Farfetch and FFH undertakes to comply with such obligations and procure that each member of the Farfetch Group shall do the same.

The Seller shall use reasonable endeavours to fulfil or procure that the Marketplace Condition is fulfilled reasonably promptly after the date of this Agreement, and in any event prior to the Long Stop Date, in accordance with the Marketplace Undertaking Deed.

The parties acknowledge that:

the Conditions (excluding the Competitor Condition) are provided for the benefit of FFH and the Seller and, accordingly, the Seller and FFH may jointly waive in whole or in part all or any of the Conditions (excluding the Competitor Condition) through agreement in writing and, in the event of such waiver, either FFH or the Seller may notify the other parties of such waiver; and

the Competitor Condition is provided for the benefit of the Seller and, accordingly the Seller may in its sole discretion waive in whole or in part the Competitor Condition,

Subject to Clause 3.12, each party undertakes to disclose in writing to the other parties anything which will or, to such party’s knowledge, is reasonably likely to prevent any of the Conditions from being satisfied on or prior to the Long Stop Date, in each case promptly after it comes to such party’s attention. Without prejudice to the generality of the foregoing, this includes disclosure of any indication that any Governmental Entity may

If a provision of this Agreement obliges the parties to disclose any information to the other:

which the disclosing party reasonably considers to be competitively sensitive;

which the disclosing party is prohibited from disclosing by Law or the terms of an existing contract; or

where such disclosure would result in the loss of privilege that subsists in relation to such information,

If any of the Regulatory Conditions is not fulfilled or waived on or before 5.00 p.m. on the Long Stop Date then either the Seller or Farfetch may, except where it has not been fulfilled due to, respectively, the Seller or FFH or Farfetch (as applicable) breaching its obligations under this Clause 3 (and for these purposes, the occurrence of a Competitor Event shall be treated as a breach by Farfetch), postpone the Long Stop Date by up to six months (the Long Stop Date, as so postponed, being the “Postponed Long Stop Date”) and the Seller or FFH (as applicable) shall give written notice of the Postponed Long Stop Date to the other parties.

If a Competitor Event occurs prior to Completion, the Seller may terminate this Agreement by notice to the other parties.

If, in the circumstances set out in Clause 3.13, either:

the Long Stop Date is not postponed by either the Seller or Farfetch; or

any of the Conditions remain to be fulfilled or waived, by 5.00 p.m. on the Postponed Long Stop Date,

If this Agreement terminates in accordance with Clause 3.14 or 3.15, and without limiting the parties’ right to claim damages, all obligations of the parties under this Agreement shall end (except for the provisions of Clause 21) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination shall continue to exist.

For the avoidance of doubt, if Completion does not occur in respect of any statement of work under the Framework Agreement for Richemont, Framework Agreement for YNAP and/or any partner (e-concessions) agreement executed by a Richemont Maison pursuant to this Agreement, there shall be no obligation on that Richemont Maison or YNAP to proceed, and no obligation on the Seller to procure that a Richemont Maison or YNAP proceeds, with a go-live of the matters contemplated therein.

CONDUCT OF BUSINESS BEFORE COMPLETION AND PRE-COMPLETION OBLIGATIONS

Subject to Clause 4.2, the Seller shall procure that, between the date of this Agreement and Completion:

subject to (B) below, no member of the Group will undertake any act which is outside the ordinary course of the business of such member as carried on in the 12 months prior to the date of this Agreement taking into account, where relevant, the changes in the conduct of members of the Group as a result of the COVID-19 Pandemic, without the prior written approval of a Purchaser Majority (such approval not to be unreasonably withheld or delayed). In particular, the Seller shall procure that no member of the Group will undertake any of the acts or matters listed in Part A of Schedule 8 (Conduct of business before Completion) without the prior written approval of a Purchaser Majority (such approval not to be unreasonably withheld or delayed); and

the Company will manage its working capital in the ordinary course of the business and in the manner of a prudent and responsible business owner, without making any abnormal changes to payment terms applicable to the Group’s material customers and suppliers or make abnormal changes to inventory level, without the prior approval of a Purchaser Majority (not to be unreasonably withheld or delayed).

Clause 4.1 shall not, without limitation, operate so as to restrict or prevent any of the acts or matters: (A) listed in Part B of Schedule 8 (Conduct of business before Completion); (B) reasonably required for the ordinary course operation of the OFS Activities (including the wind-down thereof); or (C) reasonably required pursuant to the terms of the OFS Tracking Agreement.

The approval of a Purchaser Majority under Clause 4.1 shall be deemed to have been given to the Seller if such approval has neither been granted nor denied by the Purchasers in accordance with Clause 20 within ten Business Days of the Seller requesting such approval from a Purchaser Majority in respect of a relevant act or matter (such request, to be in writing and accompanied by any relevant supporting information on which the Seller is basing its request).

The Seller shall cause a shareholders’ meeting of the Company to be convened prior to Completion to consider and approve a resolution to adopt the Articles, subject to, and with effect immediately after, Completion, with such resolution to be registered in the competent Italian Companies’ Register no later than one Business Day prior to the Completion Date.

Each Purchaser and the Seller shall cause a shareholders’ meeting of the Company to be held at Completion to resolve upon the matters set out at paragraph 4 of Part B of Schedule 2 (Completion arrangements).

The parties shall use reasonable endeavours to procure the absolute and unconditional release and discharge in full at Completion (or as soon as reasonably practicable thereafter) of each guarantee, indemnity, assurance, undertaking, commitment or other security obligation in effect at Completion and granted, entered into or procured (including any bank guarantee or credit support from a financial institution issued pursuant to facilities entered into by such institution and a member of the Retained Group) by the Seller or any member of the Retained Group in relation to or arising out of an obligation or liability of any member of the Group (or of their employees, agents, advisers or persons otherwise connected with them) (each a “Seller Guarantee”) including, where necessary, the procurement by the Company or a member of the Group of the entry into or procurement of replacement guarantees, indemnities, assurances, undertakings, commitments or other reasonable security obligations with effect from Completion (or as soon as reasonably practicable thereafter), in a form satisfactory to the relevant counterparty to the underlying agreement or arrangement to which the relevant Seller Guarantee relates, provided that no release or discharge shall result in the termination or material amendment of the agreement or arrangement to which the relevant Seller Guarantee relates without the consent of a Purchaser Majority.

The Seller shall use, and shall procure that each relevant Group Company uses, commercially reasonable endeavours to obtain written consent (on terms reasonably acceptable to the Purchaser Majority) from the landlord under the New York office lease at 110 Fifth Avenue New York, NY 10011 Floors: 10, 11, 12 (with YNAP Corporation LLC (Net-a-Porter division) as the tenant) for the relevant transactions contemplated under this Agreement, pursuant to such lease (including for the purposes of any change of control, deemed assignment or comparable provision), provided that neither the Seller nor YNAP shall be required to: (A) incur any costs in respect of such written consent; or (B) provide any form of guarantee in respect of such written consent or otherwise in connection with such lease.

The Purchasers acknowledge that all insurance coverage for or in respect of the Group (and its businesses, assets and current or former employees) under policies of the Retained Group shall terminate as of Completion. Following Completion, no claims may be brought under such policies by any Group Company, any Purchaser and/or any other member of the Purchasers’ Group save, to the extent permitted by such policies, in respect of claims that occurred prior to Completion.

The Seller shall:

procure that YNAP notifies each of the Emilia Romagna Region, the Ministry of Economic Development and Invitalia S.p.A. in writing of the relevant transactions contemplated under this Agreement, and shall notify Farfetch of the proposed content of such notice and/or communications with the relevant authorities reasonably in advance of submission thereto; and

use commercially reasonable efforts to procure that YNAP obtains the relevant waivers and consents from each of the Emilia Romagna Region, the Ministry of Economic Development and Invitalia S.p.A., in each case pursuant to and for the purposes of the Public Funding Agreements.

In connection with:

the OFS Consideration Agreement, the Seller shall not, and shall procure that YNAP shall not; and

the Alabbar Share Purchase Agreement, Symphony shall not and the Seller shall procure that each of NAPG and YNAP shall not,

The Seller shall take the actions set out in Schedule 2 (Other Actions) of the Disclosure Letter.

Notwithstanding any other provision contained in this Agreement, the Seller shall procure that:

save in respect of any obligations to: (i) pay the relevant purchase price thereunder; or (ii) make any cash or other contribution thereto, the Da Vinci Share Purchase Agreement (and any agreement entered into thereunder or in connection therewith) does not contain any material obligations on or liabilities of any member of the Group that are not expressly stated to be extinguished in full upon Completion;

save to the extent limited by any duty of confidentiality in favour of Alibaba.com (Europe) Limited or its Affiliates (in which case the Seller shall use reasonable endeavours to procure the waiver of such duty necessary for the purposes of this sub-clause (B)), Farfetch is kept promptly updated (in writing, which may be by email) in respect of all material developments arising in connection with the negotiation and execution of the Da Vinci Share Purchase Agreement (and any agreement to be entered into thereunder or in connection therewith);

prior to the execution of any Da Vinci Share Purchase Agreement or any agreement to be entered into thereunder or in connection therewith by a member of the Group, Farfetch shall be provided with a full and unredacted copy of such agreement at least five Business Days prior to its execution by any member of the Group; and

in respect of any agreement provided to Farfetch pursuant to sub-clause (C), following its execution, no member of the Group shall vary, waive, terminate, assign, surrender or novate, or issue any notice to do any of the foregoing, in connection with such agreement, in each case without the prior written consent of Farfetch.

Nothing in this Agreement shall restrict the Group from entering into agreements relating to the continuation of arrangements with a counterparty to a Relevant Joint Venture or any of their Affiliates with such modifications as a member of the Group may agree subject to such modifications not imposing material new obligations or restrictions on any member of the Group.

As soon as reasonably practicable after the date of this Agreement (and in any event prior to Completion), the Seller and Farfetch shall use all reasonable endeavours to finalise, based on the terms of MIP Term Sheet, the Management Incentive Plan for implementation for its participants from and after Completion and any related documentation (including any service contracts with relevant participants, any applications to relevant tax authorities for formal or informal clearances, any elections for tax purposes and any other documentation referred to in the MIP Term Sheet) to be entered into by the Company, other Group Companies (if applicable) and/or participants in the Management Incentive Plan.

Each party agrees to make any amendments:

to the Shareholders’ Agreement and the Articles:

required by the Seller and Farfetch (acting reasonably and in good faith) following the date of this Agreement to reflect the terms agreed pursuant to Clause 4.14; and

in accordance with paragraph 3.3(B) of Schedule 13 (Syndication); and

to the Articles, required by the notary.

As soon as reasonably practicable following the date of this Agreement and in any event no later than three months following Completion, the Seller shall use all reasonable endeavours to finalise and enter into documentation or take such other necessary steps to ensure that:

all awards outstanding as at Completion under the Richemont Restricted Share Unit plans in favour of Employees (including, for the avoidance of doubt, any awards issued under such plans after the date of this Agreement) have vested no later than the date falling 30 days prior to the second anniversary of Completion (the “Termination Date”); and

any options granted to Employees (the “Option holders”) under the Richemont Stock Option plans and which remain outstanding at Completion (whether or not they have vested under the rules of such plans) (the “Options”) are exercised by the Option holders, or arrangements are made or agreements are entered into that such Options must be exercised by the Option holders, no later than the Termination Date, it being agreed that such arrangements or agreement may include YNAP or another member of the Group agreeing to buy back the Options from such Option holders (or otherwise treat the Options as discharged and cancelled) in consideration for a payment to such Option holder(s) of an amount in aggregate of up to €500,000 plus the market value of their Options (calculated as the difference between the strike price of the relevant Option and the market value of the underlying Richemont shares on SIX at close of business three Business Days before the agreement with the relevant Option Holders is signed),

CONSIDERATION

The total consideration for the sale of the Sale Shares shall be:

in respect and on behalf of FFH, the allotment and issue to the Seller (or such other member of the Retained Group as the Seller may direct) by Farfetch of:

at Completion, in accordance with Clause 6, the Tranche 1 Consideration Shares and the Tranche 2 Consideration Shares; and

on the Deferred Consideration Payment Date, in accordance with Clause 7.1, the Tranche 3 Consideration Shares; and

in respect of each Purchaser (excluding FFH), the payment at Completion in accordance with Clause 6 of such amounts as set out against that Purchaser’s name in column (5) of the Purchaser Schedule (the “Cash Consideration”).

The number of Tranche 1 Consideration Shares to be issued and allotted pursuant to Clause 5.1(A)(i) shall be:

is 41,945,107 Consideration Shares (as adjusted by Cr pursuant to the formula above); and

is an amount derived from: (i) the number of Farfetch Sale Shares to be acquired by another person in accordance with paragraph 2.1(B) of Schedule 13 (Syndication); divided by (ii) the number of Farfetch Sale Shares.

The Conversion Rate shall be subject to such adjustments from time to time as set out in Schedule 7 (Conversion rate adjustment) (the “Conversion Rate Adjustment”) and any references to the Conversion Rate as of a particular date, without setting forth a particular time on such date, shall be deemed to be to the Conversion Rate immediately after the Close of Business (as defined in Schedule 7 (Conversion rate adjustment)) on such date.

The total number of Tranche 2 Consideration Shares to be issued and allotted pursuant to Clause 5.1(A)(i) shall be, rounded down to the nearest whole number:

is an amount, expressed in US$, equal to the Relevant Proportion of US$445,000,000; and

is the Strike Price.

The total number of Tranche 3 Consideration Shares to be issued and allotted pursuant to Clause 5.1(A)(ii) shall be, rounded down to the nearest whole number:

Farfetch shall:

use commercially reasonable efforts to ensure that Farfetch Shares continue to be traded on either its present listing on the New York Stock Exchange or the main market premium segment of the London Stock Exchange at all times prior to the Deferred Consideration Payment Date;

procure that:

the Consideration Shares shall be issued free from Encumbrances on, over, or affecting them or other third party rights or claims of any nature whatsoever; and

any rights of pre-emption or other restrictions on the issue of any of the Consideration Shares conferred on any person by the Farfetch Articles or otherwise are waived by such person no later than the date of allotment and issue required under this Agreement of such Consideration Shares; and

issue the Consideration Shares, each credited as fully paid, with the same rights and ranking pari passu in all respects with the Farfetch Shares including the right to receive all dividends, distributions or any return of capital declared, paid or made by Farfetch on or after the date of allotment and issue required under this Agreement of such Consideration Shares.

Any payment made by any party under this Agreement shall (so far as possible) be treated as an adjustment to the consideration for the Sale Shares to the extent of the payment.

COMPLETION

Completion shall take place on the Completion Date at the Milan office of Latham & Watkins before a notary public of Studio Notarile Marchetti or any other Italian notary public agreed in writing between Farfetch and the Seller at least five Business Days prior to the Completion Date, except for such actions which, due to their nature, shall be carried out remotely or in a different place.

At Completion the Seller shall do those things listed in Part A of Schedule 2 (Completion arrangements) and each of the Purchasers and Farfetch shall do those things listed in Part B of Schedule 2 (Completion arrangements). Completion shall take place in accordance with Part C of Schedule 2 (Completion arrangements).

No party shall be obliged to complete the sale and purchase of any of the Sale Shares unless the sale and purchase of all of the Sale Shares is completed simultaneously.

Payment by or on behalf of each Purchaser (excluding FFH) for the amount stated in Clause 5; and

in respect and on behalf of FFH: (i) the issue by Farfetch of the Tranche 1 Consideration Shares and Tranche 2 Consideration Shares in accordance with paragraph 1(A) of Part B of Schedule 2 (Completion arrangements); and (ii) the issue by Farfetch of the Tranche 3 Consideration Shares in accordance with paragraph 1(A) of Schedule 3 (Deferred Consideration Payment Date arrangements),

DEFERRED CONSIDERATION PAYMENT DATE

Farfetch shall do those things listed in Schedule 3 (Deferred Consideration Payment Date arrangements) on or prior to the Deferred Consideration Payment Date.

Each of Farfetch and the Seller shall cooperate and use reasonable endeavours to obtain any Tranche 3 Clearance reasonably promptly prior to the Deferred Consideration Date, provided that nothing in this Agreement shall require any party, or any of its Affiliates or concert parties, to divest or take or cause to be taken any action with respect to the divestiture of any assets, properties or businesses of that party or group, in each case in order to satisfy any Tranche 3 Clearance.

If any Tranche 3 Clearance is not obtained on or before 5.00 p.m. on the day falling ten Business Days prior to the Deferred Consideration Date, the Seller, acting reasonably and in good faith, may, following reasonable consultation with Farfetch, postpone the Deferred Consideration Payment Date by up to twelve months.

If:

without prejudice to Farfetch’s obligations pursuant to Clause 5.6, the Deferred Consideration Payment Date occurs at any time when Farfetch Shares are not traded on any recognised stock exchange; or

any Tranche 3 Clearance remains to be obtained by 5.00 p.m. on the day falling forty-five (45) Business Days prior to the Deferred Consideration Payment Date (including to the extent postponed pursuant to Clause 7.3),

that consideration shall be paid entirely in US dollars, and not Farfetch Shares (or the securities of any other person);

the relevant consideration payable shall be US$250,000,000; and

Farfetch shall procure that such payment shall be made on behalf of FFH in full:

in the case of Clause 7.4(A), on the Deferred Consideration Payment Date; or

in the case of Clause 7.4(B), by the date falling 12 months from the Deferred Consideration Payment Date.

COMPLETION AND POST-COMPLETION ARRANGEMENTS

The parties shall comply, and shall procure YNAP complies, with the Completion Steps Plan and the Seller shall procure that, at Completion, the Group has:

no Financial Indebtedness; and

an amount of Cash equal to:

US$445,000,000, which shall include the YNAP Consideration paid or payable and any amounts of Cash held by the Group;

an amount, not to exceed €155,000,000 in aggregate, equal to:

any amount paid (or deemed to have been paid) at or prior to Completion under a Da Vinci Share Purchase Agreement and/or the Alabbar Share Purchase Agreement; and

if the acquisition of shares in Da Vinci Holdings Limited under a Da Vinci Share Purchase Agreement becomes effective on or prior to Completion, the aggregate amount equal to the sum of: (x) any cash; (y) cash contributions; or (z) the fair market value (as determined by the Company, acting reasonably and in good faith) of any non-cash contributions made by the Group into Feng Mao following completion of a sale under a Da Vinci Share Purchase Agreement;

the amount by which the aggregate of the following exceeds €155,000,000:

the amount paid (or deemed to have been paid) by NAPG under the Alabbar Share Purchase Agreement and the amount (if any) paid (or deemed to have been paid) by a member of the Group under a Da Vinci Share Purchase Agreement;

if a Da Vinci Share Purchase Agreement has been entered into or has become binding but the purchase of shares under such agreement has not completed prior to Completion, the amount which will become payable under such agreement following Completion; and

to the extent not captured by sub-clause (b) above, an amount equal to any stamp duty, stamp duty reserve tax or other transfer Taxes or registration duties arising in respect of the consummation of any of the transactions contemplated by, or to be executed in connection with a Da Vinci Share Purchase Agreement,

Four (4) Business Days prior to Completion, the Seller shall prepare, and deliver to the Purchasers, the Financial Statement confirming: (A) the Financial Indebtedness and Cash (which shall include the YNAP Consideration payable) of the Group at 4.00 p.m. on the fifth Business Day prior to Completion (with such Cash amount to be shown in euro and US dollars based on the Exchange Rate); and (B) the amount of the consideration payable at Completion by the Group under the Alabbar Share Purchase Agreement and, to the extent applicable, the amount of any consideration payable at or after Completion under any Da Vinci Share Purchase Agreement.

Without prejudice to Clause 4.1, the Seller and/or the Purchasers (as the case may be) undertake to procure that, within fifteen (15) Business Days of Completion:

if and to the extent that, immediately following Completion, the Financial Indebtedness is greater than US$0:

the Group applies any Excess Cash (if any and without prejudice to Clause 8.1(B)) to repay any Financial Indebtedness; and

to the extent Financial Indebtedness is not repaid pursuant to Clause 8.3(A)(i) above:

in respect of any Financial Indebtedness owed to the Seller, the Seller shall waive (or cause to be waived), in accordance with all relevant requirements, any right to repayment of such amounts and discharge (or cause to be discharged) the relevant member(s) of the Group from any obligation relating to the same and shall pay to the Company (on an after-Tax basis) an amount equal to any Tax incurred by the Group in relation to such waiver; and

in respect of any other Financial Indebtedness (including, for the avoidance of doubt, Financial Indebtedness owed to the Retained Group other than debts referred to under Clause 8.3(A)(ii)(a) above): (a) the Seller makes a cash capital contribution without issuance of shares (versamento in conto capitale) to the Company in an amount equal to the outstanding Financial Indebtedness; and (b) the Group applies such amount to repay any such Financial Indebtedness; and

if and to the extent, immediately following Completion (but prior to the payment of the consideration under the Alabbar Share Purchase Agreement and, to the extent applicable, any amounts specified in Clauses 8.1(B)(iii)(b) or 8.1(B)(iii)(c) which may become payable following Completion), the Cash (such amount to include the YNAP Consideration and non-US dollar amounts of Cash translated at the Exchange Rate) is:

less than an amount equal to the Completion Cash (the difference being the “Shortfall”), the Seller makes a cash capital contribution without issuance of shares (versamento in conto capitale) to the Company for an amount equal to the Shortfall; or

greater than an amount equal to the Completion Cash (the difference being the “Excess Cash”), the Company takes all necessary steps to pay a dividend to or pay out to the Seller an amount of cash equal to the Excess Cash less: (i) any amount of the Excess Cash applied in accordance with Clause 8.3(A)(i) (if any); and (ii) any Tax charges or liabilities payable by the Company and arising in respect of any dividend to, or payment out to, the Seller in accordance with this Clause 8.3(B)(ii).

For the purposes of this Clause 8:

any amounts in a currency other than US dollars (including references in sub-Clause 8.1(B) to “€155,000,000” and any amounts of cash, cash contributions, non-cash contributions, Financial Indebtedness, Cash, Shortfall or Excess Cash or other amounts made or paid or which may be made or become payable) shall be deemed to be an amount in US dollars translated at the Exchange Rate; and

once calculated in accordance with Clause 8 (including Clause 8.4(A) above), the amount of the Shortfall or, as applicable, Excess Cash shall be paid or contributed by the Seller or, as applicable, by the Company in Euros (translated at the London 4:00 p.m. Closing Spot Rate of exchange for US dollars into Euro on the fifth Business Day prior to Completion as published by Reuters or, where no such rate is published in respect of US dollar for such date by Reuters, at the fixing rate quoted by the European Central Bank around 4.00 p.m.).

Within ten (10) Business Days of the end of the calendar month in which Completion occurs, the Seller shall deliver to the Purchasers (and the Seller and each of the Purchasers shall procure that the Company does all such things as may be required to assist the Seller with such delivery) a final Financial Statement confirming the amounts of Financial Indebtedness and Cash immediately prior to Completion (with such Cash amount to be shown in euro and US dollars based on the Exchange Rate).

The sole remedy for the parties if: (A) the Financial Indebtedness is greater than US$0; and/or (B) the Cash is less than an amount equal to the Completion Cash, shall be the adjustment thereof in accordance with Clause 8.3.

Each of the parties shall co-operate and take all steps reasonably required (including exercising their voting rights in the Company and any rights under the Shareholders’ Agreement) so as to give effect to the matters set out in this Clause 8.

SELLER’S WARRANTIES

Subject to Clause 10, the Seller warrants to each Purchaser that each of the Warranties is true and correct in all respects at the date of this Agreement and that the Fundamental Warranties and the Selected Business Warranties are true and correct in all respects at Completion (in which case, any reference to “at the date of this Agreement” stated therein shall be deemed substituted with “at Completion”). Each Purchaser acknowledges that the Warranties are the only warranties given by the Seller and that the Warranties are given in lieu of all other representations and warranties however provided under any applicable provisions of Law.

Except in the case of fraud, each Purchaser acknowledges that it does not rely on and has not been induced to enter into this Agreement on the basis of any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever, other than the Warranties and acknowledges that none of the Seller, any member of the Retained Group, any member of the Group or any of their agents, officers or employees have given any such warranties, representations, covenants, undertakings, indemnities or other statements.

Each of the Warranties shall:

be construed as being separate and independent and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty; and

subject to Clause 9.4, exclude any matter or fact to the extent relating, directly or indirectly, to the OFS Activities, other than as provided pursuant to paragraph 18 of Schedule 4 (Warranties) and in the OFS Warranties.

Nothing in Clause 9.3(B) shall prevent the Purchasers from bringing a claim for breach of the Warranties at paragraph 4 of Schedule 4 (Warranties) as a result of financial information in relation to the Group’s trade business being inaccurate (including where such inaccuracy is caused by any inaccuracy in the information relating to the OFS Activities included in the Statutory Accounts, Group Accounts or Pro Forma Trade Accounts).

PURCHASERS’ REMEDIES AND LIMITATIONS ON LIABILITY

No Purchaser shall be entitled to claim that any fact, matter or circumstance causes any of the Warranties (other than the Fundamental Warranties) to be breached if and to the extent that it has been Fairly Disclosed in the Disclosure Letter or in the documents or files in the Data Room or, in respect of the Selected Business Warranties repeated at Completion, in the Completion Disclosure Letter.

Subject to Completion having occurred and subject to the procedure, conditions and limitations set forth in this Clause 10 and Schedule 6 (Limitations on liability), the Seller hereby agrees to indemnify and hold harmless:

the Purchasers for any Loss (and for 100% of such Loss) suffered or incurred by the Purchasers, which would have not been suffered or incurred had the Fundamental Warranties been true and correct as at the date of this Agreement and as at Completion; and

the Company and/or any Subsidiary for any Loss (and for 100% of such Loss) suffered or incurred by the Company or that Subsidiary (as applicable) which would not have been suffered or incurred had the Warranties been true and correct as at the date of this Agreement and (in respect of the Selected Business Warranties only), as at Completion,

Subject to paragraph 2 of Schedule 1 (Indemnities) of the Disclosure Letter, no liability shall attach to the Seller in respect of any Seller Indemnification Obligation if and to the extent that the limitations set out in Schedule 6 (Limitations on liability) apply.

It is understood that, in relation to any Loss incurred by the Subsidiaries, only the portion of such losses corresponding to the percentage of the participation held, directly or indirectly, by the Company in such Subsidiaries as at the time such loss is alleged to have occurred shall be considered for the purposes of determining the amount the Seller is required to pay in connection with a Seller Indemnification Obligation.

The Seller Indemnification Obligations are the sole remedy available to the Purchasers in relation to the breach by the Seller of the Warranties and the Specific Indemnities and, therefore, it shall exclude any other right, action, remedy, defence, exception, claim or means of protection – provided by any applicable Law or otherwise – however available in relation to the breach by the Seller of any of the Warranties or in respect of the Specific Indemnities. In particular, but without limitation to the generality of the foregoing, no breach of any Warranty or Specific Indemnities will give rise to any right on the part of the Purchasers to rescind or terminate this Agreement in any manner whatsoever (including under Article 1467 of the Code, in which regard the parties agree and acknowledge that the remedies provided for therein shall not apply to this Agreement).

The parties hereby acknowledge and agree that the Warranties, Specific Indemnities and the Seller Indemnification Obligations are autonomous obligations and any right or remedy arising under this Agreement in connection with any inaccuracy, misrepresentation or breach of any Warranty, Specific Indemnities and/or the Seller Indemnification Obligations shall not be subject to the statute of limitation periods and forfeiture restrictions provided under Article 1495 of the Code.

PURCHASER AND FARFETCH WARRANTIES

Subject to:

Clause 12, each Purchaser severally warrants in respect of itself only to the Seller and to each other Purchaser that, at the date of this Agreement and at Completion; and

Clause 13, Farfetch warrants in respect of itself only to the Seller that, at the date of this Agreement, at Completion and at the Deferred Consideration Payment Date,

it is validly incorporated, in existence and duly registered under the Laws of its country of incorporation;

it has obtained all necessary consents and has all requisite power and authority to enter into and perform this Agreement, the other Transaction Documents to which it is a party and any other agreement or arrangement required to be entered into by it pursuant to the Transaction Documents in accordance with their terms;

this Agreement and the other Transaction Documents to which it is a party constitute (or shall constitute when executed) valid, legal and binding obligations on it in accordance with their terms;

the execution and delivery of this Agreement and the other Transaction Documents to which it is a party by it and the performance of and compliance with their terms will not conflict with or result in a breach of, or constitute a default under, the constitutional documents of it, any agreement or instrument to which it is a party or by which it is bound, or any Law, order or judgment that applies to or binds it or any of its property;

save in respect of the Regulatory Conditions, no consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any Governmental Entity is required to be obtained, or made, by it to authorise the execution or performance of this Agreement and/or other Transaction Documents to which it is a party by it;

no order has been made, no petition has been presented, no notice has been given, no meeting has been convened to consider a resolution and no resolution has been passed for its winding-up;

no statutory moratorium is in force nor has any step been taken or procedure commenced with a view to entering into such moratorium in respect of it; and

it is not unable to pay its debts as they fall due.

Subject to:

Clause 12, each Purchaser severally warrants in respect of itself only to the Seller and each other Purchaser that; and

Clause 13, Farfetch warrants in respect of itself only to the Seller that,

neither it nor any of its Affiliates:

so far as it is aware, is, nor are any of their respective directors, employees, agents, representatives or any other person acting on its behalf, engaged (in such capacity) in any conduct, activity or omission which would constitute material non-compliance with, or an offence under, any Anti-Corruption Laws;

has: (i) made a voluntary, directed or involuntary disclosure to any Governmental Entity with respect to any matter relating to non-compliance with or an offence under any Anti-Corruption Laws; or (ii) received written notice from any Governmental Entity in respect of such proceedings or investigations and, so far as it is aware, no such proceedings or investigations have been threatened in writing and there are no circumstances likely to give rise to any such proceedings or investigation;

each of it and its Affiliates:

has maintained procedures which are designed to ensure compliance with Anti-Corruption Laws by each member of the Purchaser Group or the Farfetch Group (as applicable) and any of their respective directors, officers, employees, agents, representatives or any other person acting on their behalf; and

has for the past four (4) years:

complied in all material respects with applicable Trade Control Laws and Sanctions;

maintained in place and implemented controls and systems designed to ensure compliance with applicable Trade Control Laws and Sanctions;

not engaged in a transaction or dealing, direct or indirect, with or involving a Sanctioned Country or Sanctioned Person; and

not been the whole or partial subject of investigations or enforcement actions by any Governmental Entity with respect to any actual or alleged violations of Trade Control Laws or Sanctions, and has not been notified in writing of any such pending or threatened actions.

neither it nor any of its Affiliates is, nor, so far as it is aware, any shareholder, director, officer, or employee or agent of a Purchaser Group or the Farfetch Group (as applicable) is:

a Sanctioned Person; or

subject to debarment or any list-based designations under any Trade Control Laws; or

engaged in transactions, dealings, or activities that might reasonably be expected to cause such person or any member of the Purchaser Group or the Farfetch Group (as applicable) to become a Sanctioned Person.

Subject to Clause 12, each Purchaser (excluding FFH):

severally warrants in respect of itself only to the Seller and each other Purchaser that at the date of this Agreement and as at Completion that it has or will have (as applicable) immediately available funds on an unconditional basis to meet its obligations under the Transaction Documents; and

severally undertakes to the Seller that it will perform all obligations, and exercise all rights available to it, to ensure that the funds available to, or intended to be made available to, the Seller pursuant to this Agreement:

are made available and advanced to the Seller promptly in the manner contemplated by this Agreement, in cleared funds, and (in any event) in such time as to enable it to comply with its payment obligations under this Agreement; and

shall continue to be available to the Purchaser until its payment obligations under this Agreement have been discharged in full.

Subject to Clause 13, Farfetch warrants to the Seller that each of the Farfetch Warranties is true and correct in all respects at the date of this Agreement and that the Fundamental Farfetch Warranties are true and correct in all respects as at the date of Completion and as at the Deferred Consideration Payment Date.

The Seller and each Purchaser acknowledges that the Purchaser Warranties and the Farfetch Warranties are the only warranties given by each other Purchaser (in respect of itself only) and Farfetch respectively and that the Purchaser Warranties and the Farfetch Warranties are given in lieu of all other representations and warranties however provided under any applicable provisions of Law.

Except in the case of fraud, the Seller and each Purchaser acknowledges that it does not rely on and has not been induced to enter into this Agreement on the basis of any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever, other than the Purchaser Warranties and the Farfetch Warranties and acknowledges that none of the Purchasers, Farfetch, any member of the Purchaser Group or any of their agents, officers or employees have given any such warranties, representations, covenants, undertakings, indemnities or other statements.

Each of the Purchaser Warranties and Farfetch Warranties shall be construed as being separate and independent and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Purchaser Warranty or Farfetch Warranty (as applicable).

SELLER’S REMEDIES AND LIMITATIONS ON LIABILITY – PURCHASER WARRANTIES

Neither the Seller nor any Purchaser shall be entitled to claim that any fact, matter or circumstance causes any of the Purchaser Warranties (other than the Purchaser Fundamental Warranties) to be breached in respect of that Purchaser if and to the extent that it has been Fairly Disclosed in the Purchaser Disclosure Letter of that Purchaser, to the extent relating to matters occurring on or prior to the date of this Agreement.

Subject to Completion having occurred and subject to the procedure, conditions and limitations set forth in Schedule 6 (Limitations on liability) and the provisions of this Clause 12, each Purchaser hereby severally agrees to, indemnify and hold the Seller and each other Purchaser harmless for any Loss (and for 100% of such Loss) in respect of a claim pursuant Clauses 11.1 to 11.3 suffered or incurred by the Seller or any such other Purchaser respectively which would have not been otherwise suffered or incurred had the warranties in respect of such Purchaser in Clauses 11.1 to 11.3 been true and correct as at the date of this Agreement (and, in respect of the Fundamental Purchaser Warranties only, as at the date of Completion) (in respect of each Purchaser, the “Purchaser Indemnification Obligations”).

No liability shall attach to a Purchaser in respect of any Purchaser Indemnification Obligation if and to the extent that the limitations set out in Schedule 6 (Limitations on liability) apply to that Purchaser.

The Purchaser Indemnification Obligations are the sole remedy available to the Seller and each Purchaser in relation to the breach by any other Purchaser of the Purchaser Warranties (excluding the Warranties at Clause 11.3) and, therefore, it shall exclude any other right, action, remedy, defence, exception, claim or means of protection – provided by any applicable Law or otherwise – however available in relation to the breach by such other Purchaser of any of the Purchaser Warranties in respect of it. In particular, but without limitation to the generality of the foregoing, no breach of any such Purchaser Warranty will give rise to any right on the part of the Seller or any Purchaser to rescind or terminate this Agreement in any manner whatsoever (including under Article 1467 of the Code, in which regard the parties agree and acknowledge that the remedies provided for therein shall not apply to this Agreement).

The parties hereby acknowledge and agree that the Purchaser Warranties and the Purchaser Indemnification Obligations are autonomous obligations and any right or remedy arising under this Agreement in connection with any inaccuracy, misrepresentation or breach of any Purchaser Warranty and/or the Purchaser Indemnification Obligations shall not be subject to the statute of limitation periods and forfeiture restrictions provided under Article 1495 of the Code.

SELLER’S REMEDIES AND LIMITATIONS ON LIABILITY – FARFETCH WARRANTIES

The Seller shall not be entitled to claim that any fact, matter or circumstance causes any of the Farfetch Warranties (other than the Fundamental Farfetch Warranties) to be breached if and to the extent that it has been Fairly Disclosed in the Farfetch Disclosure Letter, to the extent relating to matters occurring on or prior to the date of this Agreement.

Subject to Completion having occurred and subject to the procedure, conditions and limitations set forth in Schedule 6 (Limitations on liability) and the provisions of this Clause 13, Farfetch hereby agrees to, indemnify and hold the Seller harmless for any Loss (and for 100% of such Loss) suffered or incurred by the Seller which would have not been otherwise suffered or incurred had the Farfetch Warranties been true and correct as at the date of this Agreement (and, in respect of the Fundamental Farfetch Warranties only, as at the date of Completion and as at the Deferred Consideration Payment Date) (the “Farfetch Indemnification Obligations”).

No liability shall attach to Farfetch in respect of claims under the Farfetch Warranties if and to the extent that the limitations set out in Schedule 6 (Limitations on liability) apply.

The Farfetch Indemnification Obligations are the sole remedy available to the Seller in relation to the breach by Farfetch of the Farfetch Warranties and, therefore, it shall exclude any other right, action, remedy, defence, exception, claim or means of protection – provided by any applicable Law or otherwise – however available in relation to the breach by Farfetch of any of the Farfetch Warranties. In particular, but without limitation to the generality of the foregoing, no breach of any Farfetch Warranty will give rise to any right on the part of the Seller to rescind or terminate this Agreement in any manner whatsoever (including under Article 1467 of the Code, in which regard the parties agree and acknowledge that the remedies provided for therein shall not apply to this Agreement).

The parties hereby acknowledge and agree that the Farfetch Warranties and the Farfetch Indemnification Obligations are autonomous obligations and any right or remedy arising under this Agreement in connection with any inaccuracy, misrepresentation or breach of any Farfetch Warranty and/or the Farfetch Indemnification Obligations shall not be subject to the statute of limitation periods and forfeiture restrictions provided under Article 1495 of the Code.

INDEMNITIES

Subject to Completion having occurred and to the terms of Clauses 10.3, 10.5 and 10.6 and Schedule 1 (Indemnities) of the Disclosure Letter, the Seller undertakes to indemnify the Company in respect of the Specific Indemnities on the basis set out in Schedule 1 (Indemnities) of the Disclosure Letter. The Seller may satisfy its obligation under this Clause 14 by making a cash capital contribution without issuance of shares (versamento in conto capitale) to the Company for the amount(s) to be indemnified in respect of the Specific Indemnities (for the avoidance of doubt, calculated on an after-Tax basis).

The parties agree that the obligations of the Seller under this Clause 14 shall be valid and enforceable against the Seller irrespective of any element or circumstance that any Purchaser or any of its Representatives may have become aware of from the negotiations of this Agreement and/or from the documents or files in the Data Room and/or from the Disclosure Letter and/or from any communication by, or discussion with, the Seller or any of its Representatives (including, for the avoidance of doubt, irrespective of any element or circumstance Fairly Disclosed in the Disclosure Letter or in this Agreement).

EFFECT OF COMPLETION

REMEDIES AND WAIVERS

Except as provided in Schedule 6 (Limitations on liability), no delay or omission by any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement or any other documents referred to in it shall:

affect that right, power or remedy; or

operate as a waiver of it.

Except as provided in Schedule 6 (Limitations on liability), the single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not, unless otherwise expressly stated, preclude any other or further exercise of it or the exercise of any other right, power or remedy.

ASSIGNMENT AND SUBSTITUTION

Subject to Clauses 17.2 and 17.3, no person shall assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare, create or dispose of any right or interest in it.

The Seller may at any time assign and/or transfer all or any part of the benefit of, or its rights or benefits under, the Farfetch Warranties and the Purchaser Warranties (together with any causes of action arising in connection with any of them) to any other member of the Retained Group, provided that the liability of the Farfetch Group and each Purchaser under this Agreement shall be limited to the amount for which the Farfetch Group or the relevant Purchaser (as the case may be) would have been liable under this Agreement had no such assignment and/or transfer occurred.

Each Purchaser may at any time assign and/or transfer all or any part of the benefit of, or their respective rights or benefits under, the Warranties and the Specific Indemnities (together with any causes of action arising in connection with any of them) to its Affiliates, provided that the liability of the Seller under this Agreement shall be limited to the amount for which the Seller would have been liable under this Agreement had no such assignment and/or transfer occurred.

The parties agree that, at any time from the date of this Agreement until the earlier of the date falling: (i) 12 months from the date of this Agreement; and (ii) 10 Business Days prior to Completion, Symphony may elect pursuant to article 1401 of the Italian Civil Code (by giving notice in writing to the Seller with a copy to Farfetch) to appoint an Affiliate of Symphony to act as Purchaser in place of Symphony (the “Symphony Nominee” and the “Substitution”). Symphony may only exercise its rights under this Clause 17.4 once.

In the event of an election being made under Clause 17.4, Symphony shall procure that the Symphony Nominee enters into, and delivers to the Seller, a Deed of Adherence which shall include the following definitions: (A) “Confidentiality Agreement” shall have the details set out in this Agreement in respect of Northeastern Investment Limited; (B) “Purchaser Group” shall set out the name of the Symphony Nominee; and (C) for the purpose of the actual knowledge of the Symphony Nominee, shall state those individuals named in respect of Symphony in this Agreement at paragraph 6.2(A)(ii) of Schedule 6 (Limitations on liability).

Each party agrees that, upon execution by a Symphony Nominee of a Deed of Adherence for the purpose of this Clause and delivery thereof to the Seller:

Symphony shall have no further rights and obligations under this Agreement (without prejudice to accrued rights and obligations prior to the date of execution and delivery);

this Agreement shall be deemed to incorporate the revised definitions of Confidentiality Agreement, Purchaser Group and Purchaser Disclosure Letter in accordance with the terms of the Deed of Adherence;

the Symphony Nominee shall have the rights and obligations under this Agreement as if it were “Symphony” in its capacity as a Purchaser (and thereby a “party” hereto), save that the Symphony Nominee shall have no rights under Clause 17.4;

the Symphony Nominee shall be deemed to give the Purchaser Warranties in respect of itself as at the date of the Deed of Adherence executed by it; and

the benefit of this Agreement (including the Seller Indemnification Obligations and Purchaser Indemnification Obligations) shall extend to the Symphony Nominee from the date of this Agreement as if such Symphony Nominee had entered into the Agreement as a “Purchaser” on the date hereof.

Each party agrees to:

execute any amendments to this Agreement as are reasonably required to give effect to the provisions of this Clause and any Substitution hereunder;

as soon as reasonably practicable after the date of a duly executed Deed of Adherence for the purpose of Substitution (and in any event prior to Completion), make such amendments to the Shareholders’ Agreement and the Articles as are reasonably required to reflect the outcome of any Substitution; and

execute a Deed of Adherence with any Symphony Nominee for the purposes of acknowledging the provisions therein.

This Agreement shall be binding on and ensure for the benefit of the successors and permitted assignees of each of the parties.

FURTHER ASSURANCE

the Seller shall, on being required to do so by the Purchasers, do or procure the doing of all acts and/or execute or procure the execution of all documents as the Purchasers may reasonably consider necessary for vesting the Sale Shares in the Purchasers in accordance with the terms of this Agreement; and

Farfetch shall, on being required to do so by the Seller, do or procure the doing of all acts and/or execute or procure the execution of all documents as the Seller may reasonably consider necessary for vesting the Consideration Shares in the Seller (or such other member of the Retained Group as the Seller may direct) in accordance with the terms of this Agreement.

ENTIRE AGREEMENT

The Transaction Documents and any duly executed Deeds of Adherence constitute the whole and only agreement between the parties relating to the sale and purchase of the Sale Shares, to the extent applicable to each party. The parties hereby acknowledge that this Agreement is a wagering agreement (contratto aleatorio) for the purposes of Article 1469 of the Code and, accordingly, each party hereby acknowledges and agrees that the remedy provided for by Articles 1448 and 1467 of the Code is hereby expressly excluded and shall not apply to this Agreement.

Each party acknowledges and agrees that:

in entering into the Transaction Documents or a Deed of Adherence it is not relying upon any pre-contractual statement which is not expressly repeated in this Agreement and the Transaction Documents;

it shall have no right of action against any other party to this Agreement arising out of or in connection with any pre-contractual statement except to the extent that it is expressly repeated in this Agreement or any other Transaction Document;

except as otherwise expressly provided for in the Transaction Documents:

it will not be entitled to terminate or rescind this Agreement (whether before or after Completion); and

its only right or remedy: (a) whether before or after Completion, in respect of a breach of Warranty; or (b) on or after Completion, in connection with any other provision of the Transaction Documents, shall be to seek damages to the exclusion of all other rights and remedies (including, for the avoidance of doubt, any right to rescind or terminate this Agreement in any manner whatsoever); and

nothing in this Clause 19.2 shall exclude or limit any liability for fraud.

For the purposes of this Clause 19, “pre-contractual statement” means any draft, agreement, undertaking, representation, warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in writing, relating to the subject matter of the Transaction Documents made or given by any person at any time prior to the date of this Agreement.

If there is any conflict between the terms of this Agreement and any other Transaction Documents (including, for the avoidance of doubt, the Completion Steps Plan), this Agreement shall prevail (as between the parties to this Agreement and as between any members of the Retained Group on the one hand and any members of each Purchaser Group on the other).

Subject to Schedule 13 (Syndication), this Agreement may only be varied in writing signed by each of the parties. For this purpose, a variation to this Agreement shall include any addition, deletion, supplement or replacement, howsoever effected.

NOTICES

Any notice or other communication given under this Agreement or in connection with the matters contemplated herein shall, except where otherwise specifically provided:

be in writing in the English language;

addressed as provided in Clause 20.2; and

be effective upon receipt by the addressee (either by hand-delivery, delivery by a postal service or an agent of an internationally recognised courier service or, in the case of notice by e-mail, on the day on which such e-mail is despatched subject to confirmation of delivery by a delivery receipt (provided that any notice by email despatched outside Working Hours shall be deemed given at the start of the next period of Working Hours)).

Notices under this Agreement shall be sent for the attention of the person and to the address, or e-mail address, subject to Clause 20.3, as set out: (A) in respect of the Seller and Farfetch, below; and (B) in respect of each Purchaser, as set out in column (7) of the Purchaser Schedule:

[***]

Any party to this Agreement may notify the other parties of any change to its address or other details specified in Clause 20.2 provided that such notification shall only be effective on the date specified in such notice or five (5) Business Days after the notice is given, whichever is later.

ANNOUNCEMENTS AND CONFIDENTIALITY

No announcement concerning the sale or acquisition of the Sale Shares or any ancillary matter shall be made by any party without the prior written approval of the Seller and the Purchasers to which the information relates, such approval not to be unreasonably withheld or delayed. This Clause 21.1 does not apply in the circumstances described in Clause 21.2.

A party may, after consultation with the other parties, make an announcement concerning the sale or acquisition of the Sale Shares or any ancillary matter if required by applicable law or any securities exchange or regulatory or governmental body or any Tax Authority to which that party is subject, wherever situated, whether or not the requirement has the force of law, in which case the party concerned shall take all such steps as may be reasonable and practicable in the circumstances to agree the contents of the announcement with the other party before making the announcement.

Subject to Clauses 21.1, 21.2 and 21.4:

each party shall treat as confidential and not disclose or use any information received or obtained as a result of entering into or performing the Transaction Documents which relates to:

the provisions of the Transaction Documents; or

the negotiations relating to the Transaction Documents;

each Purchaser shall treat, and shall procure that each member of that Purchaser Group shall treat, as confidential and not disclose or use any information concerning any member of the Retained Group (including, prior to Completion, the Group) obtained or received as a result of the negotiation and entering into of the Transaction Documents; and

the Seller shall treat, and shall procure that each member of the Retained Group shall treat, as confidential and not disclose or use any information obtained or received concerning any member of the Purchaser Groups as a result of the negotiation and entering into of the Transaction Documents.

Notwithstanding the provisions of Clause 21.3, a party may disclose any such confidential information to its Affiliates or to a potential Permitted Purchaser (provided such Permitted Purchaser has first entered into a confidentiality agreement on customary terms in favour of each of the Retained Group and the Farfetch Group) for the purpose of Schedule 13 (Syndication), or may disclose or use any such confidential information if and to the extent:

required by applicable law of any relevant jurisdiction or for the purposes of any judicial proceedings;

required by any securities exchange or regulatory or governmental body or any Tax Authority to which that party is subject wherever situated, whether or not the requirement for information has the force of law;

such disclosure is made by sharing such information on a confidential basis with a Tax Authority in the course of dealing with its Tax affairs or the Tax affairs of any member of its group;

required to vest the full benefit of any Transaction Document in that party (and, in respect of the MIP Term Sheet, in the participants in the Management Incentive Plan);

the disclosure is made to the professional advisers, auditors and bankers of that party on a need to know basis and provided they have a duty to keep such information confidential;

the information has come into the public domain through no fault of that party; or

the other parties has given prior written consent to the disclosure.

The Confidentiality Agreements shall continue in full force and effect notwithstanding execution of this Agreement and shall terminate on Completion without prejudice to any accrued rights and liabilities.

The restrictions contained in this Clause 21 shall continue to apply after Completion or the termination of this Agreement without limit in time.

COSTS AND EXPENSES, VAT AND STAMP TAXES

Except as otherwise stated in this Agreement or the other Transaction Documents, each party shall pay its own costs and expenses in relation to the negotiations leading up to the sale and purchase of the Sale Shares and the preparation, execution and carrying into effect of this Agreement, the other Transaction Documents and all other documents referred to in this Agreement.

If anything done under this Agreement constitutes a supply of goods or services by a party (or a member of its group for VAT purposes) (the “Supplier”) to another party (the “Recipient”) in respect of which the Supplier (or a member of its group for VAT purposes) is liable to account for VAT to any Tax Authority, the Recipient shall pay to such Supplier (in addition to any other amounts payable under this Agreement) an amount equal to any VAT for which such Supplier (or a member of its group for VAT purposes) is liable to account to such Tax Authority on the supply against delivery by the Supplier to the Recipient of a valid VAT invoice or equivalent documentation required for a respective Tax in line with that country’s local requirements.

Each Purchaser shall bear: (A) each themselves, any stamp duty, stamp duty reserve tax or other transfer Taxes or registration duties arising in respect of the transfer of the Sale Shares to such Purchaser (including on, or in relation to, any instruments effecting such transfer or any agreement to such transfer); and (B) in their Relevant Percentage the amount of any such Taxes insofar as they arise in relation to any other matters contemplated or effected by the Transaction Documents, and each Purchaser shall indemnify and hold harmless the Seller and any member of the Retained Group accordingly. For the avoidance of doubt, a transfer Tax does not include any Tax assessable on the Seller by reference to any profit or gain made by it on the disposal of the Sale Shares.

Farfetch shall bear any stamp duty, stamp duty reserve tax or registration duty (or similar Tax) arising in respect of the issue and allotment of the Tranche 1 Consideration Shares, the Tranche 2 Consideration Shares and the Tranche 3 Consideration Shares to the Seller and Farfetch shall indemnify and hold harmless the Seller and any member of the Retained Group accordingly.

COUNTERPARTS

This Agreement may be executed in any number of counterparts, and by the parties to it on separate counterparts.

Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute but one and the same instrument.

Delivery of a counterpart of this Agreement by e-mail attachment shall be an effective mode of delivery.

INVALIDITY

the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

the legality, validity or enforceability under the Law of any other jurisdiction of that or any other provision of this Agreement.

CHOICE OF GOVERNING LAW

ARBITRATION

Any dispute arising out of or in connection with this Agreement between all or any of the parties hereto, including any question regarding its existence, validity or termination (“Dispute”) shall be referred to and finally settled exclusively by arbitration. The arbitration shall be administered by the International Court of Arbitration of the International Chamber of Commerce (“ICC”) in accordance with the Rules of Arbitration of the ICC in effect at the time of the arbitration, except as they may be modified by mutual agreement of the parties. The seat of the arbitration shall be Milan. The arbitral tribunal may hold hearings and meetings by any means it considers expedient or appropriate and at any location it considers convenient or appropriate. The arbitration shall be conducted in the English language.

The arbitral tribunal shall consist of three arbitrators, appointed in accordance with the above mentioned Rules of Arbitration of the ICC.

The arbitration shall be rituale and the arbitrators shall decide in accordance with the Law (secondo diritto).

The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards or procedural orders) shall not be disclosed beyond the arbitral tribunal, the ICC, the parties, their counsel and any person necessary to the conduct of the proceeding, except as may be lawfully required in judicial proceedings relating to the arbitration or otherwise, or as required by the rules of any quotation system or stock exchange on which the disclosing party’s shares are listed or applicable Laws.

All payments made pursuant to the arbitration decision or award and any judgment entered thereon shall be made in euro (€) and free from any deduction or withholding for, or on account of Taxes, unless such deduction or withholding is required by Law. If any such deduction or withholding is so required, the payor shall pay to the recipient such sum as will, after the deduction or withholding has been made, leave the recipient with the same amount as the recipient would have received had no deduction or withholding been made. To the extent that the recipient is entitled to any credit or repayment in respect of any Taxes so deducted or withheld, it shall (if so requested by the payor) use all reasonable endeavours to obtain such credit or repayment and shall account to the payor for the lesser of: (i) the amount of the cash benefit yielded by such credit or repayment (net of any costs of obtaining or receiving the same); and (ii) an amount equal to that by which the payment was increased by virtue of the preceding sentence.

Notwithstanding this Clause 26, the parties hereby submit to the exclusive jurisdiction of the court of Milan (Italy) any legal suit, action or proceeding in connection with this Agreement which may not be settled or resolved by arbitration.

LANGUAGE

Each notice, demand, request, statement, instrument, certificate, or other communication under or in connection with this Agreement shall be:

in English; or

if not in English, accompanied by an English translation made by a translator, and certified by an officer of the party giving the notice to be accurate.

The receiving party or its agent (as appropriate) shall be entitled to assume the accuracy of and rely upon any English translation of any document provided pursuant to Clause 27.1(B).    

)

)

(1)

Purchaser

(5)

Cash Consideration
(US$)

(6)

Class of share in the
Company to be
converted into at
Completion (each
as defined in the
Articles)

(7)

Notice details

FFH

Name: Farfetch Holdings Plc

For the attention of: [***]

Address: The Bower, 4th Floor, 211 Old

Street, London, EC1V, United Kingdom

E-mail address: [***]

with a copy (which shall not constitute notice) to:

Name: Latham & Watkins (London) LLP

For the attention of: [***]

Address:99 Bishopsgate, London, EC2M 3XF,

United Kingdom

E-mail address: [***]

(1)

Purchaser

(5)

Cash Consideration
(US$)

(6)

Class of share in the
Company to be
converted into at
Completion (each
as defined in the
Articles)

(7)

Notice details

Symphony

Name: Symphony Global LLC

For the attention of: [***]

Address: Warehouse Number 011 owned by

Dubai Properties Establishment Al Quoz

Industrial III, Dubai, UAE

PO Box 9421

E-mail address: [***]

Total

(including the
Seller’s Shares)

(excluding the
Seller’s Shares)

138,420,741

(including the
Seller’s Shares)

execute and deliver to each Purchaser any document and instrument as may be necessary under Article 2355 of the Italian Civil Code and other provisions of applicable Laws to transfer to each Purchaser good and marketable title to the Sale Shares set out against that Purchaser’s name in column (4) of the Purchaser Schedule free from any Encumbrance;

deliver to each Purchaser:

a copy of the Shareholders’ Agreement duly executed by the Seller and the Company; and

a copy of the Facility Agreement duly executed by the Seller and the Company;

make available to each Purchaser at the registered office of the Company or relevant member of the Group:

the statutory books (which shall be written up to but not including the Completion Date) of each member of the Group; and

a copy of the minutes of a duly held meeting of the directors of the Seller authorising the execution by the Seller of each of the Transaction Documents and any other documents referred to in this Agreement to which it is a party;

deliver to Farfetch a copy of the Demand Rights Registration Agreement duly executed by it;

cause each director of the Company (the “Resigning Directors”) and use reasonable endeavours to cause the statutory auditors (the “Resigning Statutory Auditors”) to:

tender their resignation from their respective office, in each case with effect from the close of the shareholders’ meeting at Part B paragraph 4 of this Schedule 2 (Completion arrangements) below;

deliver to the relevant member of the Group an acknowledgement that, except for any unpaid compensation due up to the Completion Date, each Resigning Director and Resigning Statutory Auditor has no claim against any member of the Group for breach of contract, unpaid compensation, compensation for loss of office, redundancy or unfair dismissal or on any other account whatsoever; and

participate in the shareholders’ meeting at Part B paragraph 4 of this Schedule 2 (Completion arrangements) below.

Farfetch shall:

at Completion:

allot and issue, on behalf of FFH and in discharge of its payment obligations, the Tranche 1 Consideration Shares and the Tranche 2 Consideration Shares to the Seller (or such other member of the Retained Group as the Seller may direct under Clause 5.1(A)), each credited as fully paid, with the same rights and ranking pari passu in all respects with the existing Farfetch Shares including the right to receive all dividends, distributions or any return of capital declared, paid or made by Farfetch on or after Completion;

deliver to the Seller a copy of a written instruction letter as, and in the form, required by the transfer agent from Farfetch to Farfetch’s transfer agent directing the transfer agent to record the legal and beneficial ownership of the Tranche 1 Consideration Shares and Tranche 2 Consideration Shares issued hereunder by Farfetch in the name of the Seller (or such person as the Seller may direct under Clause 5.1(A)) in the register of members; and

for and on behalf of FFH, pay or cause to be paid any stamp, transfer, notarial or similar duties, registration fees, registration charges and Taxes, including any financial transaction tax, however due for the transfer to FFH of the relevant Sale Shares acquired by it; and

prior to or at Completion deliver to the Seller:

such waivers or consents as the Seller may require to enable the Seller or its nominees to be registered as the legal and beneficial holder of the Tranche 1 Consideration Shares and Tranche 2 Consideration Shares at Completion;

a copy of either written resolutions or resolutions of a duly held meeting of the directors of Farfetch authorising the issue and allotment to the Seller (or such other member of the Retained Group as the Seller may direct under Clause 5.1(A)) of the Tranche 1 Consideration Shares and Tranche 2 Consideration Shares, and the entry of the name of the Seller or its nominees in the register of members of Farfetch as the holder of the Tranche 1 Consideration Shares and Tranche 2 Consideration Shares at Completion and authorising the execution by Farfetch of each of the Transaction Documents and any other documents referred to in this Agreement to which it is a party;

a copy of the Demand Rights Registration Agreement duly executed by Farfetch; and

a copy of the Shareholders’ Agreement duly executed by Farfetch.

At Completion:

each Purchaser shall deliver to the Seller:

a copy of the resolution of the directors of that Purchaser authorising the execution by that Purchaser of each of the Transaction Documents and any other documents referred to in this Agreement to which it is a party; and

a copy of the Shareholders’ Agreement duly executed by that Purchaser; and

each Purchaser (excluding FFH) shall pay:

its respective portion of the Cash Consideration by electronic funds transfer to the Seller Bank Account; and

(or cause to be paid) any stamp, transfer, notarial or similar duties, registration fees, registration charges and Taxes, including any financial transaction tax, however due for the transfer to such Purchaser of the relevant Sale Shares acquired by such Purchaser.

Prior to or at Completion, each Purchaser shall:

execute and deliver to the Seller any document and instrument as may be necessary under Article 2355 of the Italian Civil Code and other provisions of applicable Laws to transfer to that Purchaser good and marketable title to the Sale Shares set out against that Purchaser’s name in column (4) of the Purchaser Schedule free from any Encumbrance; and

deliver to the Seller a written undertaking to the Resigning Directors and Resigning Statutory Auditors: (i) not to, and exercise its respective rights as shareholder so that the Company and the Subsidiaries after Completion do not, make or bring any claim, action, suit or litigation (including, as applicable, under Articles 2393, 2393-bis, 2395, 2476 and/or 2407 of the Italian Civil Code or any other similar provision of applicable foreign Law) against the Resigning Directors or Resigning Statutory Auditors in connection with the Resigning Directors or Resigning Statutory Auditors office and activities as directors or statutory auditors of the Company until the Completion Date; and (ii) to indemnify and hold harmless (pro-rata based on its respective shareholding in the Company) each of the

Each Purchaser and the Seller shall cause a shareholders’ meeting of the Company to be validly held with the Seller and each Purchaser present (in person or by proxy) and a majority of the Resigning Directors and Statutory Auditors present (in person) to:

acknowledge the occurrence of the Completion and, therefore, the entry into force of the Articles and approve the conversion of the Shares into, in respect of the Seller, A Shares (as defined in the Articles) and, in respect of each Purchaser, the classes of shares in the Company set out against that Purchaser’s name in column (6) of the Purchaser Schedule (and any other classes of shares in the Company as shall be required to give effect to the Management Incentive Plan in accordance with Clause 4.14);

appoint new directors and statutory auditors of the Company in accordance with the Shareholders’ Agreement;

approve the entry by the Company into the Shareholders’ Agreement;

approve a resolution not to, and to cause the Company and the Subsidiaries after Completion not to, make or bring any claim, action, suit or litigation (including, as applicable, under Article 2393 of the Italian Civil Code) against the Resigning Directors and Resigning Statutory Auditors in relation to any and all liabilities arising from their holding of the offices as, respectively, directors and statutory auditors of the Company up to the Completion Date, except in case of fraud (“dolo”); and

give effect to and implement the Management Incentive Plan and any related actions (including the issue and allotment of any shares thereunder) and documentation (including any service contracts) to be entered into between the Company and participants in the Management Incentive Plan, to the extent agreed between Farfetch and the Seller to take effect at Completion under Clause 4.14.

Each party shall procure the actions set out in Clause 8 and in the Completion Steps Plan to occur.

Each Purchaser and the Seller shall cause a board of directors’ meeting of the Company to be validly held (with the attendance of all directors and statutory auditors respectively appointed by the same under the Shareholders’ Agreement) in order to approve the execution by the Company of the Transaction Documents to which the Company is a party to and to be entered into on Completion pursuant to this Agreement.

One transaction

All actions and transactions set forth in this Schedule 2 (Completion arrangements) shall be regarded as one and a single transaction so that such actions and transactions shall be deemed to occur simultaneously, and no such action or transaction shall be deemed to have been consummated until all such transactions have been consummated.

If any action or transaction provided for by this Schedule 2 (Completion arrangements) is not fulfilled in full compliance with this Schedule 2 (Completion arrangements), at the option of the party having interest to the fulfilment or proper execution of such action or transaction:

such party shall be entitled to refuse to fulfil its obligations unless and until all the other actions and transactions under this Schedule 2 (Completion arrangements) shall have taken place as provided in this Agreement; and

to the maximum extent possible, any and all the other actions and transactions performed in the context of the Completion shall be unwound and reversed back so as to reconstitute the original status quo.

Absence of amendments

Farfetch shall:

prior to the Deferred Consideration Payment Date:

procure that the Tranche 3 Consideration Shares are approved for listing on the New York Stock Exchange (to the extent Farfetch Shares are traded on the New York Stock Exchange as at the Deferred Consideration Payment Date) and/or any other recognised stock exchange on which Farfetch Shares are traded as at the Deferred Consideration Payment Date, subject only to official notice of issuance (or any such equivalent condition in respect of any other recognised stock exchange on which Farfetch Shares are traded as at the Deferred Consideration Payment Date); and

deliver to the Seller:

such waivers or consents as the Seller may require to enable the Seller or its nominees to be registered as the legal and beneficial holder of the Tranche 3 Consideration Shares at the Deferred Consideration Payment Date; and

a copy of either written resolutions or resolutions of a duly held meeting of the directors of Farfetch authorising the issue and allotment to the Seller (or such other member of the Retained Group as the Seller may direct under Clause 5.1(A)(ii)) of the Tranche 3 Consideration Shares, and the entry of the name of the Seller or its nominees in the register of members of Farfetch as the holder of the Tranche 3 Consideration Shares at the Deferred Consideration Payment Date.

at the Deferred Consideration Payment Date:

allot and issue, on behalf of FFH and in discharge of its payment obligations, the Tranche 3 Consideration Shares to the Seller (or such other member of the Retained Group as the Seller may direct under Clause 5.1(A)(ii)), each credited as fully paid, with the same rights and ranking pari passu in all respects with the existing Farfetch Shares including the right to receive all dividends, distributions or any return of capital declared, paid or made by Farfetch on or after the Deferred Consideration Payment Date; and

deliver to the Seller a copy of a written instruction letter as, and in the form, required by the transfer agent from Farfetch to Farfetch’s transfer agent directing the transfer agent to record the legal and beneficial ownership of the Tranche 3 Consideration Shares issued hereunder by Farfetch in the name of the Seller (or such person as the Seller may direct under Clause 5.1(A)) in the register of members; or

if, pursuant to Clause 7.4, the Seller is to receive the consideration to be paid under Clause 5.1(A)(ii) entirely in cash, Farfetch shall procure, on behalf of FFH, the payment of US$250,000,000 to the Seller (or such other member of the Retained Group as the Seller may direct under Clause 5.1(A)(ii)) in immediately available funds by bankers’ draft for value (or in such other manner as may be agreed in writing by Farfetch and the Seller):

in the case of Clause 7.4(A), on the Deferred Consideration Payment Date; or

in the case of Clause 7.4(B), by the date falling 12 months from the Deferred Consideration Payment Date.

means the contracts, agreements and licences with:

(i)  suppliers of services or goods to any Group Company (excluding product suppliers):

a.    for the supply of services or goods which are necessary to the operation of the business of the Group substantially in the manner carried on at the date of this Agreement and to which any Group Company is a party; or

b.   with an annual cost of sales or technology or other cost (based on FY21 figures) of €5,000,000 or greater and is listed in document reference 3.1.3.2.1.2 of the Data Room; and

(ii)  the product suppliers for YNAP Luxury and YNAP Fashion (excluding Richemont Maisons) as identified in document reference 3.1.3.1.2.9 of the Data Room, in each case based on standard terms and the bespoke terms listed in document reference 3.1.3.1.2.9 of the Data Room (the “Product Supply Contracts”),

but in all cases shall not include any contracts, agreements, licences and other contractual arrangements which relate to Intellectual Property Rights (excluding any licences or contractual arrangements, in each case relating to Information Technology or the Systems), Leases or Occupational Interests, Benefit Plans, Insurance Policies and/or to the OFS Activities;

Fundamental Warranties

The Seller is validly incorporated, in existence and duly registered under the Laws of its country of incorporation.

The Seller has obtained all necessary consents and has all requisite power and authority to enter into and perform this Agreement, the other Transaction Documents to which it is a party and any other agreement or arrangement required to be entered into by it pursuant to the Transaction Documents in accordance with their terms.

This Agreement and the other Transaction Documents to which it is a party constitute (or shall constitute when executed) valid, legal and binding obligations on the Seller in accordance with their terms.

The execution and delivery of this Agreement and the other Transaction Documents to which it is a party by the Seller and the performance of and compliance with their terms will not conflict with or result in a breach of, or constitute a default under, the constitutional documents of the Seller, any agreement or instrument to which the Seller is a party or by which it is bound, or any Law, order or judgment that applies to or binds it or any of its property.

Save in respect of the Regulatory Conditions, no consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any Governmental Entity is required to be obtained, or made, by the Seller to authorise the execution or performance of this Agreement and/or other Transaction Documents by the Seller.

Sale Shares

The Seller is the sole legal and beneficial owner of the Sale Shares and is entitled to transfer the full legal title in the Sale Shares.

The Sale Shares are fully paid and free from all Encumbrances.

Save for as set out in this Agreement or the other Transaction Documents, no options, warrants or other rights to create, allot, issue, sell, transfer, redeem, repay or subscribe for Shares have been granted or agreed to and no dividends or other rights or benefits have been declared, made or paid or agreed to be declared, made or paid thereon.

Save as affected by the transactions contemplated under this Agreement, permitted by the interim covenants set out in this Agreement or otherwise pursuant to an undertaking or obligation existing as at the date of this Agreement, the details of the Company set out at Attachment 1 and the Subsidiaries set out at Appendix 3 of the Disclosure Letter are true and correct in all respects.

Save for Feng Mao and YNAP Middle East Holding Ltd and E-Lux Middle East Holding Ltd (including as contemplated by the transactions under the Alabbar Share Purchase Agreement), the Company or a Subsidiary is the sole legal and beneficial owner of the whole allotted and issued share capital of each of the Subsidiaries and all such shares have been fully paid up and are free from all Encumbrances.

Save in respect of the Transaction Documents and as permitted by the interim covenants set out in this Agreement, or otherwise pursuant to an undertaking or obligation existing as at the date of this Agreement:

the Company does not have and has not agreed to acquire any interest in any subsidiaries or subsidiary undertakings or any other body corporate, undertaking, association or joint venture other than the Subsidiaries;

there is no agreement, arrangement or obligation requiring the creation, allotment, issue, sale, transfer, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the allotment, issue, sale, transfer, redemption or repayment of, a share in the capital of any of the Subsidiaries (including an option or right of pre-emption or conversion); and

no Group Company has any interest in, or has agreed to acquire, any shares or stock in the capital of, nor has any beneficial or other interest in, any other company or business organisation (wherever incorporated) other than the Subsidiaries.

Constitutional and corporate documents

Each copy of the articles of association (or equivalent) of each Group Company which is included in the Data Room is true, accurate and complete in all material respects and copies of all the resolutions and agreements required to be annexed to or incorporated in those documents by Law are annexed or incorporated and, to the extent required by Law, sets out in full the rights and restrictions attaching to the share capital of each Group Company (save for the Articles).

All statutory books (including all minute books and registers) of each Group Company (as applicable) have been properly kept and are in its possession or control and contain a materially complete and accurate record of the matters which are required in accordance with the Laws of such Group Company’s jurisdiction. No written notice has been received by, or allegation made in writing to, a Group Company that any of its books or registers are incorrect.

Accounts

The Statutory Accounts:

of the Company have been prepared in accordance with IFRS and applicable Laws; and

of The Net-A-Porter Group Ltd have been prepared in accordance with United Kingdom Generally Accepted Accounting Principles (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”) and applicable Laws,

have been prepared on a basis consistent with the statutory accounts of the relevant Group Company for the two financial years preceding the financial year ended on 31 March 2021; and

show a true and fair view of the state of affairs of the relevant Group Company at 31 March 2021 and of the profit and losses of such Group Company for the financial year ended on 31 March 2021.

The Group Accounts:

have been prepared in good faith with reasonable care and attention and in accordance with IFRS, on the basis described in the disclosure notes set out therein; and

do not materially misstate: (i) the assets and liabilities of the Group as a whole at the Accounts Date and at 31 March 2021 (as applicable); (ii) the cash flows of the Group as a whole for the financial year ended on the Accounts Date and the financial year ended 31 March 2021 (as applicable); and (iii) the profit and losses of the Group as a whole for the financial year ended on the Accounts Date and the financial year ended 31 March 2021 (as applicable).

The Pro Forma Trade Accounts:

have been prepared in good faith with reasonable care and attention and in accordance with IFRS, with accounting policies, principles, practices, rules, procedures and estimation techniques applied in the preparation of the consolidated financial statements of YNAP as well as in accordance with the carve-out methodologies set out in the EY Carve Out Report; and