MANCHESTER CITY FOOTBALL CLUB LIMITED and SWANSEA CITY ASSOCIATION FOOTBALL CLUB LIMITED ee [AGREEMENT FOR TRANSFER OF REGISTRATION ‘OF WILFRIED BONY ee[AGREEMENT FOR TRANSFER OF REGISTRATION AN AGREEMENT made the day of 14" January 2015 BETWEEN: a Manchester City Football Club Limited, a limited company (registered in England and Wales no. 40946) governed by the laws of England and the regulations of The Football Association Limited and the Football Association Premier League Limited, with its registered office at Etihad Stadium, Etihad Campus, Manchester, M1 3FF, England (mcrc”); and (2) swansea City Association Football Club Limited, @ limited company (registered in England and Wales no. 00123414) governed by the laws of England and the regulations of The Football Association Limited and the Football Association Premier League Limited, with its registered office at Liberty Stadium, Landore, Swanses, SA1 2FA ("Swansea"). WHEREAS (A) Swansea wishes to sell the registration of Wilfried Bony, born on the 20th day of December 1988 (the “Player”). (8) MCFCwishes to acquire the registration of Player. {C) inthis Agreement, the parties hereby set out the terms on which they agree to the transfer of the registration of the Player from Swansea to MCFC. ITISAGREED as follows: L. a 12 13 ‘Agreement to Transfer Registration ‘swansea agrees to transfer the registration of the Player to MCFC upon the terms set forth below (the "Player Transfer”). ‘The Player Transfer shall be effected upon, or as soon as reasonably possible following, the date of signature of this Agreement by both parties and in no event later than ‘Hipm UK time on 31" January 2015 (the Deadline”) and MCFC and Swansea shall ake any and all appropriate steps to effect the Player Transfer accordingly. In the event that the Player Transfer is not effected prior to the Deadline, this Agreement shall automatically terminate and shall have no further force or effect. ‘The Player Transfer shall comprise a transfer of the registration and all federative and ‘economic rights in respect of Player (the “Player Rights”). For the avoidance of doubt, ro Player Rights shall be transferred by Swansea to any third party. Employment contract with MCFC MCFC agrees to enter into a contract of employment with Player.Ba 3.2 33 34 Payments Swansea agrees to sell the registration of Player to MCFC in consideration of the payment by MCFC to Swansea of the Fixed Sum and the Contingent Sums (as applicable), each as defined below. CEC shall pay to Swansea the sum of £25,000,000 (twenty five million pounds) (the ined Sum") in the following instalments: 2) £3,000,000 (nine milion pounds) plus the applicable VAT on the entire Fixed um (£5,000,000 ~ five million pounds), by bank transfer on 15 January 2025 subject to Player being registered with, and granted eligibility by the English FA and Premier League to play for, MCFC; b) 8,000,000 (eight milion pounds) on 45 January 2016; and )_ £8,000,000 (eight million pounds) on 15 January 2017. In addition to the Fixed Sum, MCFC shall also pay to Swansea the following contingent ‘amounts (the “Contingent Sums”) up to a maximum aggregate amount of £3,000,000 (three million pounds); ‘+ £2,000,000 (one million pounds) upon each occasion that MCFC’s men’s first ‘team wins the UEFA Champions League during the Relevant Period; ‘+ £600,000 (six hundred thousand pounds) upon each occasion that MCFC's ‘men’s first team wins the English Premier League title during the Relevant Period; ‘+ £300,000 (three hundred thousand pounds) upon each occasion that MCFC's ‘men’s first team wins the FA Cup during the Relevant Period; ‘+ £300,000 (three hundred thousand pounds) upon each occasion that MCFC's ‘men’s first team reaches the semi-finals of the UEFA Champions League during the Relevant Period. ‘The Contingent Sums relate to Seasons 2015/16 through to 2018/19 (the “Relevant Period”) and shall be payable within 30 days of the relevant achievement date and only payable in the event that Player has made a Relevant Appearance (as defined below). Relevant Appearance” means the Player having played not less than 45 minutes in ‘each match and in at least 60% of matches in the relevant competition that is the Inthe event that MCFC enters into a new playing contract with the Player that extends beyond 30 June 2019 and the Contingent Sums acerued (whether paid or unpaid but payable) by Swansea as at 1 July 2019 are les that £3,000,000 {three million pounds)35 36 37 38 39 4 an {such shortfall being the “Shortfall”), then MCFC shall pay to Swansea an amount equal to the Shortfall by no later than 31 July 2019. In the event that MCFC makes a permanent transfer of the Player's registration to @ third party club (other than to Swansea) for a consideration in excess of £25,000,000 (twenty five million pounds) (such excess being the “Excess” and the date the Player becomes registered with the new Club being the “Relevant Date), then a) tothe extent there remains Shortfall as at the Relevant Date, MCFC shall pay ‘Swansea an amount equal to such amount of the Shortfall (but no more) as is available out of the Excess; and then b) in the event the transfer consideration Is in excess of £28,000,000 (twenty ight million pounds), MCFC shall pay to Swansea an amount equal to 20% of such excess above £28,000,000, payment to follow in proportion to the transfer fee instalment payments of the third party club, MCEC shall make payment of all amounts payable to Swansea pursuant to this ‘Agreement, including any applicable VAT, via the accounts of The Football Association. All payments by MCFC under this Agreement are subject to receipt by MCFC of a valid Invoice for the sum due. [MCFC shall be responsible for the payment of the Transfer Levy to the Premier League in respect of the Transfer. ‘Swansea and MCFC agree that in respect of any instalment or sum outstanding to ‘Swansea whether actual or contingent, Swansea shall have the right upon giving written notice to MCFC to assign the benefit of the payment of such sum to @ 3rd party and to require MCFC to execute a promissory note or other similar instrument in favour of such third party acknowledging the interest of such assignee and its entitlement to payment of such sum or sums. Swansea shall be responsible for all costs and expenses (including those of MCFC relating in any arrangement pursuant to ‘this clause 3.9), The rights and obligations of both parties under this clause 3.9 are subject to the rules and regulations of FIFA, the Premier League and The FA. Warranties ‘swansea represents and warrants to MCFC that: a) it holds the Player’s registration and the other Player Rights absolutely and is free from any contractual obligations and/or relationships with any other football club or any other legal entity or person in respect of the Player and itis duly entitled to transfer the Player Rights unencumbered to MCEC so that MCFC shall become the absolute beneficial owner of all interests and rights in connection therewith;sa 5.2 53 eL ) it shall retain and continuously hold the Player Rights from the date hereof ntl his registration with MCFC and when requested to do soit shall ancel the Player's registration and do all such things as are necessary to faciltate the Player's registration with MCFC including but without limitation promptly and accurately entering all required information into the FIFA Transfer Matching, system; )__ It shall promptly approve any application for an International Transfer Certificate (or any successor thereto}; and d) to the knowledge of Swansea, the Player has not been found guilty of any doping offence under national and international anti-doping regulations and ‘Swansea has disclosed to MCFC any occasions upon which the Player has either failed to attend any required anti-doping test and/or failed to comply with any requirements for providing any applicable whereabouts information pursuant to national and/or international anti-doping regulations. ‘Training Compensation and Solidarity Swansea hereby waives any rights to training compensation under Article 20 and ‘Annexe 4 of the FIFA Regulations on the Status and Transfer of Players (the “"Regulations”)in respect of the Player. All sums payable by MCFC to Swansea under this Agreement are inclusive of the solidarity contribution due to Swansea under Article 21 and Annexe 5 of the Regulations. ‘The parties acknowledge and agree that solidarity contributions may be payable to third parties under Article 21 and Annexe 5 of the Regulations in respect of the Fixed Sum and the Contingent Sums. With regard to the FIFA Solidarity Mechanism compensation (under art, 21 of the current FILEA. Regulations on the status and transfer of players) due to third party clubs, MCFC shall be responsible for paying the relevant sums to the third party clubs without being entitled to deduct the relevant amounts from the Fixed Sum and any Contingent Sums, which shall be paid to Swansea in full Confidentiality ‘The financial terms of this Agreement are strictly confidential and shall at no time be disclosed by either party to any third party without the prior written consent of the other party to this Agreement, except that a party may disclose such terms: (a) to the appropriate football authorities applicable to that party, in order to comply with any rule binding on that party; {b) as required by any governmental department or any governmental or quasi- governmental authority official or agency;62 a aL 82 20. cre a {c)__inconfidence to that party's professional advisers, banks or other providers of finance; or {d) to the extent that such terms have become public knowledge without any fault ‘on the part of the disclosing party. ‘A party disclosing any financial term of this Agreement in reliance on any of the exceptions set out in clauses 6.1(a) to (d) shall take all reasonable steps available to ft in order to prevent any further disclosure of the financial terms of this Agreement (including using its reasonable endeavours to impose a duty of confidentiality in respect of that information on such third party to whom It is disclosed). Counterparts ‘Thi Agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each perty has executed at least ‘one counterpart. Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute but one and the same instrument. ‘Assignment Neither party shall assign, transfer, grant or sub-contract or purport to assign, transfer, grant or sub-contract, any ofits interest in, or all or part of the benefit of, or any of its rights under, this Agreement, with the exception of promissory notes issued pursuant to the terms of this Agreement. Netther party shall make @ declaration of trust in respect of, or enter into any arrangement whereby it agrees to hold In trust for any other person alll or part of the benefit of, or any rights or benefits under, this Agreement, Severability If any term or provision of this Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment of rule of law, such term or provision (or relevant part thereof) shall, to the extent so illegal or unenforceable, be deemed not to form part of this Agreement, but the validity and enforceability of the other terms and provisions of this Agreement shall not be effected and shall continue in force. Third Party Rights ‘The parties do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise, by any person who is not a party to this Agreement. Disputes and Governing Law This Agreement shall be governed by and interpreted in accordance with the regulations of The Football Association Limited ("FA"), the Football Association PremierLeague Limited (‘Premier League") and the laws of England and Wales. Any and all disputes shall be referred to the Premier League or the FA in accordance with their rules, In the event that the Premier League and/or the FA have no jurisdiction to hear any dispute arising hereunder the parties shall submit to the jurisdiction of FIFA. In the ‘event that FIFA shall not be competent to hear any dispute arising out of or in connection with this Agreement the matter shall be referred to the Court of Arbitration for Sport 11.2 Save to the extent set out in clause 11.1 above, the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts in respect of any other claim or dispute arising out of or in connection with the Agreement, SIGNED in quadruplicate by the authorised representatives of the parties to indicate thelr agreement. Signed for and on behalf of ) ‘Manchester City Football Club Limited by) a a ) 3 Signed for and on behalf of ) ‘Swansea City Association Football Club i Limited by ) ) ime Toe