F-1

Signed as a Deed by

FarFetch.com Limited acting by:

a Director thereof in-

..........................................

the presence of:

[Jose Neves]

0001193125-18-252315.txt : 20180820 0001193125-18-252315.hdr.sgml : 20180820 20180820065203 ACCESSION NUMBER: 0001193125-18-252315 CONFORMED SUBMISSION TYPE: F-1 PUBLIC DOCUMENT COUNT: 82 FILED AS OF DATE: 20180820 DATE AS OF CHANGE: 20180820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Farfetch Ltd CENTRAL INDEX KEY: 0001740915 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-226929 FILM NUMBER: 181027068 BUSINESS ADDRESS: STREET 1: 211 OLD STREET, THE BOWER, 4TH FLOOR CITY: LONDON STATE: X0 ZIP: EC1V 9NR BUSINESS PHONE: 442075495400 MAIL ADDRESS: STREET 1: 211 OLD STREET, THE BOWER, 4TH FLOOR CITY: LONDON STATE: X0 ZIP: EC1V 9NR F-1 1 d532260df1.htm F-1 F-1

As filed with the U.S. Securities and Exchange Commission on August 20, 2018.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Farfetch Limited*

(Exact Name of Registrant as Specified in its Charter)

Not Applicable

(Translation of Registrant’s Name into English)

Cayman Islands

5961

Not Applicable

(State or other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

The Bower

211 Old Street

London EC1V 9NR

United Kingdom

+44 (0) 20 7549 5400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

C T Corporation System

111 Eighth Avenue

New York, NY 10011

(212) 894-8940

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Marc D. Jaffe, Esq.

Joshua G. Kiernan, Esq.

Ian D. Schuman, Esq.

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

(212) 906-1200

Mark C. Stevens, Esq.

Jeffrey R. Vetter, Esq.

James D. Evans, Esq.

Fenwick & West LLP

801 California Street

Mountain View, California 94041

(650) 988-8500

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company. ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Class A ordinary shares, par value $ per share	$100,000,000	$12,450

(1)	Includes the aggregate offering price of additional Class A ordinary shares that may be acquired by the underwriters if the underwriters’ option to purchase additional Class A ordinary shares is exercised.

(2)	Estimated solely for purpose of calculating the amount of registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The registrant is an exempted company incorporated with limited liability under the laws of the Cayman Islands known as Farfetch Limited. Prior to the consummation of this offering, all holders of warrants over Farfetch.com shares, except a holder of warrants that will remain outstanding after this offering, will exercise their warrants into the applicable class of shares, and the outstanding shares of Farfetch.com Limited, a company incorporated under the laws of the Isle of Man with registered number 000657V, will be exchanged for shares of Farfetch Limited with equivalent rights. Following the exchange and immediately prior to and conditional upon the consummation of the offering, the ordinary shares, the restricted linked ordinary shares and the preference shares held by the shareholders of Farfetch Limited will be converted into ordinary shares of Farfetch Limited and subsequently exchanged for Class A ordinary shares and Class B ordinary shares, as applicable, and our amended and restated memorandum and articles of association that will be in effect on consummation of the offering will be adopted. In a similar way, outstanding options of Farfetch.com Limited will be released in exchange for grants of options with equivalent rights in relation to Farfetch Limited. As a result of these reorganization transactions our business will be conducted through Farfetch Limited and its subsidiaries.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated August 20, 2018

LOGO

Farfetch Limited

Class A Ordinary Shares

$ per share

This is the initial public offering of Class A ordinary shares of Farfetch Limited. We are selling of our Class A ordinary shares and the selling shareholders identified in this prospectus are selling of our Class A ordinary shares in this offering. We will not receive any proceeds from the sale of Class A ordinary shares by the selling shareholders.

Prior to this offering, there has been no public market for our Class A ordinary shares. It is currently estimated that the initial public offering price per share will be between $ and $ . We have applied to have our Class A ordinary shares listed on The New York Stock Exchange under the symbol “FTCH.”

Following this offering, we will have two classes of shares outstanding, Class A ordinary shares and Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to voting and conversion rights. Each Class A ordinary share is entitled to one vote per share and is not convertible into any other shares. Each Class B ordinary share is entitled to 20 votes per share and is convertible at any time into one Class A ordinary share. In addition, our Class B ordinary shares will automatically convert into Class A ordinary shares upon certain transfers and other events. After giving effect to the sale of Class A ordinary shares hereby, José Neves, our Chief Executive Officer and the beneficial owner of our outstanding Class B ordinary shares, will hold approximately % of the voting power of our outstanding shares following this offering ( % if the underwriters exercise their option to purchase additional Class A ordinary shares in full).

Concurrently with, and subject to, the consummation of this offering, Kadi Group Holding Limited, an existing shareholder and an affiliate of JD.com Inc., or any of its affiliates, has agreed to purchase from us, in a private placement, Class A ordinary shares totalling one-third of the number of Class A ordinary shares Kadi Group Holding Limited would need to purchase in order to maintain its percentage holding of our total issued and outstanding share capital on a fully diluted basis immediately following the consummation of this offering at a price per share equal to the initial public offering price. Kadi Group Holding Limited will not purchase additional Class A ordinary shares in the event that the underwriters exercise their option to purchase additional shares.

We are both an “emerging growth company” and a “foreign private issuer” under applicable U.S. Securities and Exchange Commission rules and will be eligible for reduced public company disclosure requirements. See “Prospectus Summary—Implications of Being an ‘Emerging Growth Company’ and a ‘Foreign Private Issuer.’”

Investing in our Class A ordinary shares involves risks. See “Risk Factors” beginning on page 22.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.


	Per Share	Total
Initial public offering price	$	$
Underwriting discount(1)	$	$
Proceeds, before expenses, to us	$	$
Proceeds, before expenses, to the selling shareholders	$	$

(1)	We refer you to “Underwriting” for additional information regarding underwriting compensation.

To the extent that the underwriters sell more than Class A ordinary shares, the underwriters have the option to purchase up to an additional Class A ordinary shares from us at the initial public offering price, less the underwriting discount.

The underwriters expect to deliver the shares against payment in New York, New York on to purchasers on , 2018.


Goldman Sachs & Co. LLC		J.P. Morgan		Allen & Company LLC		UBS Investment Bank



Credit Suisse	Deutsche Bank Securities	Wells Fargo Securities

Cowen		BNP PARIBAS

Prospectus dated , 2018

LOGO

TABLE OF CONTENTS


About this Prospectus			ii
Presentation of Financial and Other Information			ii
Market and Industry Data			iv
Trademarks, Service Marks and Tradenames			iv
Prospectus Summary			1
The Offering			13
Summary Consolidated Financial and Operating Data			17
Risk Factors			22
Cautionary Statement Regarding Forward-Looking Statements			58
Use of Proceeds			60
Dividend Policy			61
Capitalization			62
Dilution			63
Selected Consolidated Financial and Operating Data			65
Management’s Discussion and Analysis of Financial Condition and Results of Operations			67
Letter from José Neves			94
Business			97
Management			124
Principal and Selling Shareholders			135
Related Party Transactions			138
Description of Share Capital and Articles of Association			142
Shares Eligible for Future Sale			152
Material Tax Considerations			154
Underwriting			162
Expenses of the Offering			169
Legal Matters			170
Experts			170
Enforcement of Civil Liabilities			171
Where You Can Find More Information			172
Index to Consolidated Financial Statements			F-1

For investors outside the United States: Neither we, the selling shareholders, nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our Class A ordinary shares and the distribution of this prospectus outside the United States.

Neither we, the selling shareholders, nor the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared, and neither we, the selling shareholders, nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. We, the selling shareholders, and the underwriters are not making an offer to sell, or seeking offers to buy, these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than its date, regardless of the time of delivery of this prospectus or of any sale of the Class A ordinary shares.

ABOUT THIS PROSPECTUS

We have historically conducted our business through Farfetch.com Limited (“Farfetch.com”), a company incorporated under the laws of the Isle of Man with registered number 000657V, and its subsidiaries, but prior to the consummation of this offering we will engage in the Reorganization Transactions described in “Prospectus Summary—The Reorganization Transactions” pursuant to which Farfetch.com will become a wholly owned subsidiary of Farfetch Limited, an exempted company incorporated with limited liability under the Companies Law (2018 Revision) of the Cayman Islands, as amended and restated from time to time (the “Companies Law”). Except where the context otherwise requires or where otherwise indicated, the terms “Farfetch,” the “Company,” “we,” “us,” “our,” “our company” and “our business” refer, prior to the Reorganization Transactions discussed below, to Farfetch.com and, after the Reorganization Transactions, to Farfetch Limited, in each case together with its consolidated subsidiaries as a consolidated entity.

The terms “dollar,” “USD” or “$” refer to U.S. dollars, the terms “pound sterling” or “£” refer to the legal currency of the United Kingdom and the terms “€” or “euro” are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the treaty establishing the European Community, as amended.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

We report under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (the “IASB”). None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States. We have historically conducted our business through Farfetch.com and its subsidiaries, and therefore our historical consolidated financial statements present the financial position and results of operations of Farfetch.com on a consolidated basis. Following the Reorganization Transactions and the consummation of this offering, our financial statements will present the financial position and results of operations of Farfetch Limited and its consolidated subsidiaries.

Key Terms and Performance Indicators Used in this Prospectus

Throughout this prospectus, we use a number of key terms and provide a number of key performance indicators used by management. These key performance indicators are discussed in more detail in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating and Financial Metrics.” We define these terms as follows:

•

“Active Consumers” means active consumers on the Farfetch Marketplace. A consumer is deemed to be active if they made a purchase on the Farfetch Marketplace within the last 12-month period, irrespective of cancellations or returns.

•

“Adjusted Revenue” means revenue less Platform Fulfilment Revenue.

•

“Adjusted Platform Revenue” means Adjusted Revenue less Browns In-Store Revenue.

•

“API” means our application programming interfaces that enable third parties to connect with our platform.

•

“Articles” means our amended and restated memorandum and articles of association.

•

“Average Order Value,” or “AOV,” means the average value of all orders placed on the Farfetch Marketplace excluding value added taxes.

•

“brands” means the brands with whom we have a direct contractual relationship to display and sell their products on the Farfetch Marketplace. Please refer to the definition of “Retailers” below for the difference between “brands” and “retailers,” both of which are a source of supply on the Farfetch Marketplace.

•

“Browns In-Store Revenue” means revenue generated in Browns retail stores.

•

“Farfetch Black & White” means Farfetch Black & White Solutions, our comprehensive modular white-label business to business ecommerce solution for brands and retailers.

•

“Farfetch Marketplace,” or our “Marketplace,” is as defined in “Business—The World’s Largest Marketplace for Luxury.”

•

“Farfetcher” means an employee of Farfetch.

•

“first-party sales” means sales on our platform of inventory directly purchased by us.

•

“Generation X” means a person born in the years between 1965 to 1979.

•

“Generation Z” means a person born in the years between 1995 to 2009.

•

“Gross Merchandise Value,” or “GMV,” means the total dollar value of orders processed. GMV is inclusive of product value, shipping and duty. It is net of returns, value added taxes and cancellations. GMV does not represent revenue earned by us, although GMV and revenue are correlated.

•

“Group” means Farfetch Limited and its consolidated subsidiaries.

•

“luxury sellers” means the retailers and brands with whom we have a direct contractual relationship to display and sell their products on the Farfetch Marketplace.

•

“Marketplace consumer” means a consumer who has completed a purchase on the Farfetch Marketplace.

•

“Millennial” means a person born in the years 1980 to 1994. Millennials are also referred to as “Generation Y.”

•

“Number of Orders” means the total number of consumer orders placed on the Farfetch Marketplace, gross of returns and net of cancellations, in a particular period. An order is counted on the day the consumer places the order.

•

“our consumer” means a person who browses and/or purchases luxury fashion products on the Farfetch Marketplace.

•

“Platform Fulfilment Revenue” means revenue from shipping and customs clearing services that we provide to our consumers, net of consumer promotional incentives, such as free shipping and promotional codes.

•

“Platform GMV” is consistent with the definition for GMV given above but excludes Browns In-Store Revenue.

•

“Platform Order Contribution” means gross profit after deducting demand generation expense, which includes fees that we pay for our various marketing channels.

•

“retailers” means the boutiques and department stores with whom we have a direct contractual relationship to display and sell their products on the Farfetch Marketplace. Retailers buy wholesale from multiple luxury brands to then sell to the end consumer. Brands (1) sell wholesale to retailers; (2) operate concessions within the offline and online stores of retailers; and/or (3) sell to consumers directly through a mono-brand store or website. Both “brands” and “retailers” sell via the Farfetch Marketplace, but the distinction is not apparent to our consumer.

•

“shelf value” means the combined value of the retail unit price of all SKUs available on our Marketplace.

•

“stock value” means the combined amount of all stock units available on our Marketplace multiplied by each item’s retail unit price.

•

“Third-Party Take Rate” means Adjusted Platform Revenue excluding revenue from first-party sales, as a percentage of GMV excluding GMV from first-party sales and Platform Fulfilment Revenue.

iii

MARKET AND INDUSTRY DATA

We obtained the industry, market and competitive position data in this prospectus from our own internal estimates, surveys and research as well as from publicly available information, industry and general publications and research, surveys and studies conducted by third parties such as reports by Bain & Company (“Bain”). Information contained herein from the “Luxury Goods Worldwide Market Study” (Fall-Winter 2017 and the Spring 2018 update) by Bain was converted from euro to U.S. dollars at an exchange rate of $1.1824 as of the date of the updated report, June 7, 2018.

Industry publications, research, surveys, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

TRADEMARKS, SERVICE MARKS AND TRADENAMES

We have proprietary rights to trademarks used in this prospectus that are important to our business, many of which are registered under applicable intellectual property laws. Solely for convenience, the trademarks, service marks, logos and trade names referred to in this prospectus are without the ^® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names.

This prospectus contains additional trademarks, service marks and trade names of others, which are the property of their respective owners. All trademarks, service marks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

PROSPECTUS SUMMARY

This summary highlights information contained in more detail elsewhere in this prospectus. This summary may not contain all the information that may be important to you, and we urge you to read this entire prospectus carefully, including the “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and our historical consolidated audited and condensed consolidated unaudited financial statements, including the notes thereto, included elsewhere in this prospectus, before deciding to invest in our Class A ordinary shares.

FARFETCH

Our Mission

Farfetch exists for the love of fashion. We believe in empowering individuality. Our mission is to be the global technology platform for luxury fashion, connecting creators, curators and consumers.

Overview

Farfetch is the leading technology platform for the global luxury fashion industry. We operate the only truly global luxury digital marketplace at scale, seamlessly connecting brands, retailers and consumers. We are redefining how fashion is bought and sold through technology, data and innovation. We were founded ten years ago, and through significant investments in technology, infrastructure, people and relationships, we have become a trusted partner to luxury brands and retailers alike.

The global market for personal luxury goods was estimated to be worth $307 billion in 2017 and is expected to reach $446 billion by 2025, according to Bain, and is largely characterized by family-controlled companies, brand integrity, longstanding relationships and fragmented supply. As a result, these sellers have been cautious in their adoption of emerging commerce technologies.

The global luxury market is evolving, driven by an accelerating shift of consumers to online discovery and purchase, the increasing importance of Millennials and the growth of luxury consumption in China and other emerging markets. We connect a global consumer base to the highly fragmented supply of luxury fashion, and we have established ourselves as the innovation partner to the luxury industry.

We are a technology company at our core and have created a purpose-built platform for the luxury fashion industry. Our platform consists of three main components: applications, services and data.

The Farfetch Marketplace is the first and largest application built on our platform and is currently the source of over 90% of our revenue. As of June 30, 2018, the Farfetch Marketplace connected over 2.3 million Marketplace consumers in 190 countries to over 980 luxury sellers. For consumers, we provide curated access to the highly fragmented supply of luxury merchandise. For luxury sellers, we facilitate connection to the deepest pool of luxury consumers across the world.

Aggregating a large number of luxury sellers requires long and careful relationship building and acts as a significant barrier to entry. We have carefully nurtured these relationships for a decade. Our Marketplace model allows us to offer the broadest and deepest selection of luxury fashion available

online globally, while incurring minimal inventory risk and without capital-intensive retail operations. For the 2018 spring/summer season, we had 5.7 million stock units available on our Marketplace, with a stock value of $2.4 billion.

We are redefining commerce for luxury sellers. With access to a global consumer base, combined with an integrated marketing approach, we drive demand for our luxury sellers. Luxury sellers gain deep data insights and real-time feedback that are valuable in their decision making. They choose our platform because we help them grow their businesses with an enhanced online presence, powerful tools and superior economics, all while retaining control, which is critical to them. By providing a digital storefront, inventory management, a global logistics solution and other tools to help manage their businesses, we are embedding ourselves as both a commerce enabler and an innovation partner for the future.

In May 2015, Farfetch acquired Browns, an iconic British fashion and luxury goods boutique. Browns operates two retail stores in London and also leverages applications on our platform. Ownership of Browns enables us to understand the luxury fashion ecosystem through the lens of a boutique.

We generate income from transactions conducted on our platform, which, together with Browns In-Store Revenue, represents our GMV. We primarily operate a revenue-share model where we retain commissions and related income from these transactions. Our business has grown significantly, as evidenced by the following:

•

As of December 31, 2017, we had 935,772 Active Consumers, up 43.6% since December 31, 2016. As of December 31, 2016, we had 651,674 Active Consumers, up 56.8% since December 31, 2015.

•

Our GMV was $909.8 million in 2017, up 55.3% over 2016, and was $585.8 million in 2016, up 53.4% from 2015.

•

Our revenue was $386.0 million in 2017, up 59.4% over 2016, and was $242.1 million in 2016, up 70.1% from 2015.

•

Our Adjusted Platform Revenue was $296.4 million in 2017, up 63.8% over 2016, and was $180.9 million in 2016, up 69.4% from 2015.

Our Industry

We operate at the intersection of luxury fashion, online commerce and technology. The global luxury industry is large and characterized by specific market dynamics and consumer trends that are shaping the future of the industry, including the following:

•

Large, stable and resilient addressable market. According to Bain, the global market for personal luxury goods was estimated to reach a record high of $307 billion in 2017, growing at a 6% CAGR since 2010, and in 2017, the personal luxury goods market experienced growth across all regions. Bain also states that online has become a larger percentage of the overall market, growing at a 27% CAGR since 2010.

•

Fragmented supply. Of the 20 largest luxury fashion brands by revenue, 19 are headquartered in Europe yet address a global demand. Larger luxury brands access demand by building expansive networks of directly operated stores and through department stores. Emerging brands typically have no route to the global market, and their distribution is limited by their ability to finance and produce sufficient supply for each local market. They largely rely on wholesale distribution through a network of independent fashion boutiques as their primary distribution channel. As a result, luxury fashion inventory, from both larger and smaller brands, is distributed across a highly fragmented network of luxury sellers.

•

Luxury channel shift to online. According to Bain, the online share of the global personal luxury goods market in 2017 was approximately 9%, significantly lower than other retail markets. This has been driven by luxury brands’ cautious approach to adopting technology and social platforms. However, online sales are expected to become a larger percentage of the total market, reaching 25% by 2025, according to Bain.

•

Transition to digital. The shift to digital is affecting how the luxury industry and consumers interact. Inspiration and trends have shifted from editorial content on the printed pages of monthly fashion magazines to the real-time social media channels of the world’s leading fashion bloggers, influencers and celebrities. We believe digital is already informing 70% of consumers’ purchasing decisions.

•

Emerging markets driving growth. The demand for luxury fashion is truly global. Consumers of luxury fashion have traditionally been from Europe, the Americas and Japan. Europe and the Americas collectively accounted for almost two-thirds of sales in the global personal luxury goods market in 2016, according to Bain. Over the next decade, growth of the global luxury goods market is expected to be significantly driven by demand from emerging markets, including China, the Middle East, Latin America and Eastern Europe.

Our Platform

LOGO

Applications

Farfetch Marketplace. Our Marketplace is the first and largest application built on our platform, connecting the two sides of the luxury fashion market: consumers from 190 countries and luxury sellers from 45 countries.

Farfetch Store of the Future. We believe the future of luxury fashion retail will be defined by the reinvention of the consumer experience by connecting the online and offline retail worlds. We have developed, and continue to evolve, a suite of connected in-store technologies to provide a digitally enabled, personalized physical shopping experience.

Seller Tools. We have created powerful operational tools that help drive efficiencies for our luxury sellers.

Services

We have invested in and developed an integrated service approach that enables us to offer a consistent luxury environment for all of our platform partners. We achieve this through free and fast content creation to achieve a luxury product presentation, demand generation through our marketing services, secure multi-currency payment processing and smart supply chain management. We provide consumers with a localized luxury experience, including after-care in the form of multilingual customer service and free returns processing.

Data

Through our multiple interactions with our luxury sellers and consumers, we develop rich data sets and proprietary algorithms that drive operational efficiencies to create value for all participants on our platform. Our data science capabilities automate decision making through the application of machine learning to guide merchandizing, targeting, curation and feedback. As of June 30, 2018, we had 631 engineers and data scientists developing and enhancing the data interactions on our platform.

Sales and Marketing

Our integrated marketing framework is a core competency essential to the success of our Marketplace model. We formulate data insights from multiple touch points in the luxury fashion ecosystem, which enable us to focus both brand and performance marketing campaigns on those we believe have a high propensity to purchase. We believe that with continued investment in brand marketing, data-led insights and effective consumer targeting, we can expand and strengthen our reach.

The World’s Largest Marketplace for Luxury

In a market that is both global and highly fragmented, we operate the only global marketplace at scale to match demand for, and supply of, personal luxury goods. We offer merchandise across multiple categories, including Womenswear, Menswear, Kidswear, Vintage, Fine Watches and Fine Jewelry.

Benefits for Our Consumers

•

Curation of supply. We focus on the curation of supply for our consumers. Brands and department stores on our Marketplace provide the benefits of depth of supply, while our network of boutiques provides breadth and the individual perspectives and combined buying insight of 614 of the world’s leading luxury retailers, as of June 30, 2018. We have a three-stage supply curation process:

•

Stage 1—Curation of the luxury sellers who sell on our Marketplace.

•

Stage 2—Curation of the stock on our Marketplace by our luxury sellers.

•

Stage 3—Curation of the overall product mix on our Marketplace using our data tools.

•

Luxury consumer experience. We deliver a consistent, high-quality experience from start to finish, including localized websites, multilingual customer support and superior logistics. This includes same-day delivery options in 18 major global cities and F90 store to door in 90 minutes, when shopping from select luxury sellers. In 2017, 91% of our orders were cross border.

•

Personalization and inspiration. We use our rich data sets and data science capabilities to enable our consumers to navigate the breadth of product available, providing inspiration and a more personalized discovery experience.

Our Luxury Sellers

As of June 30, 2018, we had 989 luxury sellers on our Marketplace, of which 614 were retailers and 375 were brands, including many of the most sought-after and prestigious names in the fashion industry. Of our 614 retailers, 98% have entered into an exclusive relationship with us. In the last three years, we have retained all of our top 100 retailers and all but one of our top 100 brands, excluding those we terminated for poor performance.

Benefits for Our Luxury Sellers

•

Global distribution and access. We are transforming the addressable market for luxury sellers by enabling them to reach, from any physical location, over 2.3 million Marketplace consumers of luxury fashion in 190 countries. We offer a fully managed suite of services to support our luxury sellers, from content creation to last-mile delivery and returns.

•

Data insights. The Farfetch Marketplace model provides us with access to rich consumer data throughout the whole consumer journey. This data feeds our proprietary algorithms, generating critical insights that allow our luxury sellers to offer more relevant products, improve inventory management and optimize their pricing strategies, enabling them to efficiently scale their businesses.

•

Market insights. Our buying experts, who have deep roots in the fashion ecosystem, work with our luxury sellers to provide tailored perspectives on industry trends, brand dynamics and new season launches.

Additional Benefits for Brands

Further to the benefits provided to all luxury sellers, we offer additional strategic benefits to brands:

•

Full control. Brand positioning and visual representation are of paramount importance to luxury brands. We facilitate engagement with a wider audience in a multi-brand environment without forgoing control of the most important aspects of their business including product pricing.

•

Powerful media partner. With compelling brand adjacencies, superior content and access to a high-intent consumer base that is hard to reach effectively through traditional media, our Marketplace offers a highly targeted digital channel and enhances a brand’s online visibility and exposure.

•

Marketplace innovation. Our Marketplace enables luxury brands to deliver an optimized ecommerce experience. We allow brands to outsource innovation to a partner who they trust and who understands the unique complexities and challenges of the luxury industry.

•

Catalyst for emerging brands. Emerging brands typically face high barriers to entry in the global luxury market, such as limited reach, scalable economics and brand exposure. Our Marketplace lowers these barriers by providing access to a high-intent luxury consumer base, attractive marketplace economics and exposure alongside the world’s leading luxury brands.

Our Strengths

We believe that the following strengths contribute to our success and are differentiating factors:

•

Visionary, founder-led management team. We are led by our founder, José Neves, who has a unique combination of knowledge of and passion for the fashion industry, and a deep understanding of technology.

•

Scalable proprietary technology. Our scalable proprietary technology is purpose built to connect the luxury fashion ecosystem through a modular end-to-end technology platform.

•

Unique data capabilities. Our business model allows us to collate large volumes of unique data from touch points throughout the luxury fashion ecosystem. This includes real-time inventory data, global behavioral and transactional data and pricing data for over 335,000 SKUs from more than 3,200 different brands available on our Marketplace as of June 30, 2018.

•

Established partner relationships. We are the partner of choice for the world’s leading brands, boutiques and department stores. These relationships cannot easily be replicated and represent a high barrier to entry. As of June 30, 2018, we partnered with 614 of the world’s leading luxury retailers and 375 brands. Our platform relationships extend beyond our Marketplace and include, for example, our multi-year global innovation partnership with CHANEL.

•

The world’s largest selection of luxury. We operate the only luxury digital marketplace at scale. We offer ten times more SKUs than the closest competitor to our Marketplace.

•

Our marketplace business model. Our model allows us to offer the broadest and deepest selection of luxury fashion available online globally, while incurring minimal inventory risk and without capital-intensive retail operations. This allows for low capital expenditures, favorable working capital dynamics, minimal inventory holding and an ability to drive stronger future margins than traditional inventory-taking business models. For the six months ended June 30, 2018, our Average Order Value was $622.1, and we had a 31.7% Third-Party Take Rate.

•

Powerful network effects. More brands, boutiques and department stores on our Marketplace increases the choices available to consumers, and more consumers on our Marketplace increases the potential sales for our luxury sellers through a self-reinforcing, mutually beneficial network effect.

•

Culture of innovation. Innovation is intrinsic to Farfetch. We believe that technology will continue to enable a better luxury ecosystem, and we will continue to pioneer innovation.

Our Growth Strategies

The key elements of our growth strategies include:

•

Increasing the lifetime value of existing consumers.

•

Attracting new consumers.

•

Increasing supply from existing luxury sellers.

•

Adding brands, boutiques, department stores and other partners.

•

Expanding into new categories and offerings.

•

Investing in new technologies and innovation.

•

Building the Farfetch brand.

The Reorganization Transactions

We have historically conducted our business through Farfetch.com Limited (“Farfetch.com”), incorporated with limited liability under the laws of the Isle of Man with registered number 000657V, and its subsidiaries. On May 15, 2018, we formed Farfetch Limited, an exempted company with limited liability incorporated under the Companies Law, for purposes of effectuating this offering.

Prior to the consummation of this offering, all holders of warrants over Farfetch.com shares, except a holder of warrants that will remain outstanding after this offering, will exercise their warrants into the applicable class of shares, and the outstanding shares of Farfetch.com will be exchanged for shares of Farfetch Limited with equivalent rights. Following the exchange and immediately prior to and conditional upon the consummation of the offering, the ordinary shares, the restricted linked ordinary shares and the preference shares held by the shareholders of Farfetch Limited will be converted into ordinary shares of Farfetch Limited and subsequently exchanged for Class A ordinary shares and Class B ordinary shares, as applicable, and our Articles that will be in effect on consummation of the offering will be adopted. Outstanding options of Farfetch.com will be released in exchange for the grant of options with equivalent rights over Class A ordinary shares of Farfetch Limited. As a result of these transactions our business will be conducted through Farfetch Limited and its subsidiaries. In this prospectus, we refer to all of these events as the “Reorganization Transactions.”

The following diagram illustrates our corporate structure immediately following the Reorganization Transactions and the consummation of this offering:

LOGO

⁽¹⁾

Includes shares registered in the name of TGF Participations Limited, a company incorporated under the laws of the Isle of Man with registered number 007463V, for which José Neves is the only named beneficiary. TGF Participations Limited holds all of our issued and outstanding Class B ordinary shares.

A description of the material terms of our Articles, Class A ordinary shares and Class B ordinary shares as will be in effect following the Reorganization Transactions and the consummation of this offering are described in the section entitled “Description of Share Capital and Articles of Association.”

Concurrent Private Placement

On June 21, 2017, Kadi Group Holding Limited (“Kadi Group”), a wholly owned subsidiary of JD.com Inc. (“JD.com”), completed the purchase of an equity interest in Farfetch.com. In connection with Kadi Group’s purchase of shares in Farfetch.com, Kadi Group and Farfetch.com entered into a forward purchase agreement, as amended, pursuant to which, subject to certain conditions, we agreed to issue and Kadi Group agreed to subscribe for one-third of such number of shares (at a price per share equal to the initial public offering price per share) that would result in Kadi Group maintaining its percentage holding, or %, of our issued and outstanding share capital on a fully diluted basis immediately following the consummation of this offering. Kadi Group may assign this right to purchase to any of its affiliates. Kadi Group has agreed not to sell or transfer any of our Class A ordinary shares it held immediately prior to this offering during the two-year period commencing from the consummation of this offering, subject to limited exceptions. The above transaction shall be referred to throughout this prospectus as the “concurrent private placement.” See “Related Party Transactions—Relationships with Kadi Group Holding Limited” for additional information.

In addition, Kadi Group has agreed to a 180-day lock-up agreement with the underwriters pursuant to which both its pre-offering Class A ordinary shares and Class A ordinary shares purchased in the concurrent private placement will be locked up for a period of 180 days, subject to certain exceptions.

Corporate Information

We were incorporated in the Cayman Islands on May 15, 2018 as an exempted company with limited liability under the Companies Law. Exempted companies are Cayman Islands companies whose operations are conducted mainly outside the Cayman Islands. Pursuant to the Reorganization Transactions, Farfetch Limited will become the holding company of Farfetch.com and its subsidiaries.

Our principal executive offices are located at The Bower, 211 Old Street, London EC1V 9NR, United Kingdom. Our telephone number at this address is +44 (0) 20 7549 5400. Our website address is https://aboutfarfetch.com/. The information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this prospectus. We have included our website address as an inactive textual reference only.

Risks Associated With Our Business

Our business is subject to a number of risks of which you should be aware before making an investment decision. You should carefully consider all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth under the “Risk Factors” section of this prospectus in deciding whether to invest in our securities. Among these important risks are the following:

•

purchasers of luxury products may not choose to shop online in sufficient numbers;

•

our ability to generate sufficient revenue to be profitable or to generate positive cash flow on a sustained basis;

•

the volatility and difficulty in predicting the luxury fashion industry;

•

our reliance on a limited number of retailers and brands for the supply of products on our Marketplace;

•

our reliance on retailers and brands to anticipate, identify and respond quickly to new and changing fashion trends, consumer preferences and other factors;

•

our reliance on retailers and brands to make products available to our consumers on our Marketplace and to set their own prices for such products;

•

our reliance on information technologies and our ability to adapt to technological developments;

•

our ability to acquire or retain consumers and to promote and sustain the Farfetch brand;

•

our ability or the ability of third parties to protect our sites, networks and systems against security breaches, or otherwise to protect our confidential information;

•

our ability to successfully launch and monetize new and innovative technology;

•

our dependence on highly skilled personnel, including our senior management, data scientists and technology professionals, and our ability to hire, retain and motivate qualified personnel; and

•

Mr. Neves has considerable influence over important corporate matters due to his ownership of us, and our dual-class voting structure will limit your ability to influence corporate matters, including a change of control.

Enforcement of Civil Liabilities

We are registered as an exempted company incorporated with limited liability under the laws of the Cayman Islands. A substantial portion of our assets are located outside of the United States. In addition, many of our directors and officers are residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process on us or those persons in the United States or to enforce in the United States judgments obtained in U.S. courts against us or those persons based on the civil liability or other provisions of the U.S. securities laws or other laws.

Implications of Being an “Emerging Growth Company” and a “Foreign Private Issuer”

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible, for up to five years, to take advantage of certain exemptions from various reporting requirements that are applicable to other publicly traded entities that are not emerging growth companies. These exemptions include:

•

the ability to present more limited financial data in the registration statement on Form F-1 of which this prospectus is a part;

•

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002; and

•

not being required to comply with any requirement that has or may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements.

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the consummation of this offering or such earlier time that we are no longer an emerging growth company. As a result, we do not know if some investors will find our Class A ordinary shares less attractive because we may rely on these exemptions. The result may be a less active trading market for our Class A ordinary shares, and the price of our Class A ordinary shares may become more volatile.

We will remain an emerging growth company until the earliest of: (1) the last day of the first fiscal year in which our annual gross revenue exceeds $1.07 billion; (2) the last day of the fiscal year following the fifth anniversary of the date of this offering; (3) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Class A ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (4) the date on which we have issued more than $1.00 billion in non-convertible debt securities during any three-year period.

Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for complying with new or revised accounting standards. Given that we currently report and expect to continue to report under IFRS as issued by the IASB, we have irrevocably elected not to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB. Under federal securities laws, our decision to opt out of the extended transition period is irrevocable.

Upon consummation of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

•

the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

•

the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

•

the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission (the “SEC”) of quarterly reports on Form 10-Q containing unaudited financial and other specific information, or current reports on Form 8-K, upon the occurrence of specified significant events.

Both foreign private issuers and emerging growth companies are also exempt from certain more extensive executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company, but remain a foreign private issuer, we will continue to be exempt from the more extensive compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer.

THE OFFERING

Class A ordinary shares offered by us

Class A ordinary shares ( Class A ordinary shares if the underwriters exercise their option to purchase additional Class A ordinary shares from us in full).

Class A ordinary shares offered by the selling shareholders

Class A ordinary shares.

Concurrent private placement

Concurrently with, and subject to, the consummation of this offering, Kadi Group, an existing shareholder, has agreed to purchase from us, subject to certain conditions, one-third of such number of Class A ordinary shares Kadi Group would need to purchase in order to maintain its pre-IPO percentage holding of our total issued and outstanding share capital on a fully diluted basis immediately following the consummation of this offering, which will be Class A ordinary shares assuming an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus. Kadi Group will not purchase additional Class A ordinary shares in the event that the underwriters exercise their option to purchase additional shares. See “Related Party Transactions—Relationship with Kadi Group Holding Limited.”

Class A ordinary shares to be outstanding after this offering and the concurrent private placement

Class A ordinary shares ( Class A ordinary shares if the underwriters exercise their option to purchase additional Class A ordinary shares from us in full).

Class B ordinary shares to be outstanding after this offering and the concurrent private placement

Class B ordinary shares.

Option to purchase additional shares

We have granted the underwriters an option to purchase up to additional Class A ordinary shares from us within 30 days of the date of this prospectus.

Use of proceeds

We estimate that the net proceeds to us from this offering will be approximately $ million, assuming an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this

prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and approximately $ million from the concurrent private placement. We will not receive any proceeds from the sale of Class A ordinary shares by the selling shareholders.

We intend to use the net proceeds from this offering and the concurrent private placement for working capital, to fund growth and other general corporate purposes, including possible acquisitions. See “Use of Proceeds.”

Voting rights

Holders of our Class A ordinary shares and Class B ordinary shares will generally vote together as a single class, unless otherwise required by law or our Articles. TGF Participations Limited, the holder of our outstanding Class B ordinary shares, for which Mr. Neves is the only named beneficiary, will hold % of the voting power of our outstanding shares following this offering ( % if the underwriters exercise their option to purchase additional Class A ordinary shares in full) and will have the ability to control the outcome of matters submitted to our shareholders for approval, including the appointment of our members of our board of directors (the “Board”) and the approval of any change of control transaction. See “Principal and Selling Shareholders” and “Description of Share Capital and Articles of Association” for additional information.

Dividend policy

We do not anticipate paying any dividends on our Class A ordinary shares in the foreseeable future. However, if we do pay a cash dividend on our Class A ordinary shares in the future, we will pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under the Companies Law. See “Dividend Policy.”

Risk factors

See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should consider before deciding to invest in our Class A ordinary shares.

Listing

We have applied to list our Class A ordinary shares on The New York Stock Exchange (the “NYSE”) under the symbol “FTCH.”

The number of our Class A ordinary shares and Class B ordinary shares to be outstanding after this offering and the concurrent private placement is based on Class A ordinary shares and Class B ordinary shares outstanding as of , 2018 and excludes:

•

Class A ordinary shares issuable upon the exercise of share options outstanding as of , 2018 at a weighted average exercise price of $ per share;

•

Class A ordinary shares reserved for future issuance under our employee share option programs as described in “Management—Long-Term Incentive Plans;” and

•

Class A ordinary shares issuable upon the exercise of warrants outstanding at a weighted exercise price of , which will remain outstanding following the consummation of this offering.

Unless otherwise indicated, all information contained in this prospectus assumes or gives effect to:

•

the consummation of the Reorganization Transactions;

•

the conversion on a one-to-one basis of our ordinary shares and preference shares into ordinary shares;

•

the conversion of our restricted linked ordinary shares into ordinary shares based on an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, as described in “Management—Long-Term Incentive Plans—Farfetch.com Limited 2015 Long-Term Incentive Plan”;

•

the conversion of our ordinary shares, based upon a conversion ratio of -to- , into Class A ordinary shares and Class B ordinary shares;

•

the issuance of Class A ordinary shares to Kadi Group upon the closing of the concurrent private placement immediately following the consummation of this offering;

•

no exercise of the outstanding options described above after , 2018;

•

no exercise by the underwriters of their option to purchase an additional Class A ordinary shares from us in this offering; and

•

an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

The number of ordinary shares to be issued upon the conversion of our outstanding restricted linked ordinary shares depends in part on the initial public offering price in this offering. The terms of our restricted linked ordinary shares provide the ratio at which each share of such series automatically converts into ordinary shares in connection with this offering. Based upon the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, our outstanding restricted linked ordinary shares would convert into an aggregate of ordinary shares, which will ultimately be converted into Class A ordinary shares, immediately prior to the consummation of this offering. For illustrative purposes only, the table below shows the number of Class A ordinary shares that would be issuable upon conversion of the ordinary shares at various initial public offering prices and the resulting total number of outstanding Class A ordinary shares expected to be outstanding after this offering:


Assumed public offering price		Total Class A ordinary shares outstanding after this offering
$
$
$
$
$

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

We have historically conducted our business through Farfetch.com and its subsidiaries, and therefore our historical consolidated financial statements present the results of operations of Farfetch.com. Prior to the consummation of this offering, we will engage in the Reorganization Transactions. Following these Reorganization Transactions and this offering, our financial statements will present the results of operations of Farfetch Limited and its consolidated subsidiaries. Farfetch Limited’s financial statements will be the same as Farfetch.com’s financial statements prior to this offering, as adjusted for the Reorganization Transactions. Upon consummation, the Reorganization Transactions will be reflected retroactively in Farfetch Limited’s financial statements. See “—The Reorganization Transactions.”

We prepare our consolidated financial statements in accordance with IFRS as issued by the IASB. The summary historical consolidated financial data for the years ended December 31, 2015, 2016 and 2017 has been derived from our audited consolidated financial statements, which are included elsewhere in this prospectus. The summary historical consolidated financial data as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 has been derived from our unaudited interim condensed consolidated financial statements, which are included elsewhere in this prospectus. The unaudited interim condensed consolidated financial statements reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair statement of the results of the unaudited interim periods. Our historical results for any prior period are not necessarily indicative of results expected in any future period.

The financial data set forth below should be read in conjunction with, and are qualified by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere in this prospectus.


	Six months ended June 30,						Year ended December 31,
	2017			2018			2015			2016			2017
	(in thousands except share and per share data)
Consolidated Statement of Operations Data:
Revenue	$	172,571		$	267,508		$	142,305		$	242,116			$385,966
Cost of revenue		(78,223	)		(130,643	)		(69,702	)		(125,238	)		(181,200	)

Gross profit		94,348			136,865			72,603			116,878			204,766

Selling, general and administrative		(125,762	)		(208,801	)		(130,073	)		(205,558	)		(299,260	)

Share of profits of associates		15			24			—			18			31

Operating loss		(31,399	)		(71,912	)		(57,470	)		(88,662	)		(94,463	)
Net finance income/(costs)		1,690			4,218			(4,265	)		7,402			(17,642	)

Loss before tax		(29,709	)		(67,694	)		(61,735	)		(81,260	)		(112,105	)
Income tax credit/(expense)		429			(714	)		628			(199	)		(170	)

Loss after tax		$(29,280	)		$(68,408	)		$(61,107	)		$(81,459	)	$	(112,275	)

Loss per share attributable to owners of the parent:
Basic and diluted		$(0.75	)		$(1.42	)		$(1.80	)		$(2.21	)		$(2.62	)
Weighted average shares outstanding:
Basic and diluted		39,254,535			48,316,103			33,610,279			36,864,992			42,867,409


	Six months ended June 30,						Year ended December 31,
	2017			2018			2015			2016			2017
	(in thousands, except as otherwise noted)

Consolidated Statement of Cash Flow Data:
Net cash outflow from operating activities		$(25,967	)		$(105,962	)		$(37,258)			$(47,079)			$(59,320)
Net cash outflow from investing activities		(12,840	)		(27,393	)		(27,571	)		(16,961	)		(28,863	)
Net cash inflow from financing activities		299,639			82,269			77,414			161,173			300,142

Selected Other Data(1):

Consolidated Group:
GMV		$394,506			$631,235			$381,809			$585,842			$909,826
Revenue		172,571			267,508			142,305			242,116			385,966
Adjusted Revenue(2)		138,811			216,957			113,688			193,605			311,784
Adjusted EBITDA(2)		(13,972	)		(49,075	)		(47,375	)		(53,380	)		(58,079	)
Adjusted EBITDA Margin(3)		(10.1	%)		(22.6	%)		(41.7	%)		(27.6	%)		(18.6	%)
Platform:
Platform GMV		$387,175			$624,044			$374,915			$573,174			$894,392
Adjusted Platform Revenue(2)		131,480			209,766			106,794			180,937			296,350
Platform Gross Profit(4)		90,494			133,587			69,355			111,762			196,581
Platform Order Contribution Margin(4)		46.7	%		44.0	%		33.0	%		35.0	%		43.0	%
Third-Party Take Rate		33.7	%		31.7	%		30.0	%		31.3	%		32.9	%

Farfetch Marketplace:
Active Consumers		796.3			1,118.0			415.7			651.7			935.8
Number of Orders		853.2			1,305.3			800.5			1,259.7			1,881.0
Average Order Value (actual)		$591.7			$622.1			$586.8			$583.6			$620.0


	As of June 30, 2018
	Actual		As adjusted(5)
	(in thousands)
Consolidated Statement of Financial Position Data:
Non-current assets	$	127,958	$
Current assets		472,547
Total assets		600,505
Current liabilities		155,999
Non-current liabilities		11,968
Total liabilities		167,967
Share capital and premium		789,551
Total equity	$	432,538

(1)	See the definitions of key operating and financial metrics in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating and Financial Metrics.”

(2)

Adjusted EBITDA, Adjusted Revenue and Adjusted Platform Revenue are supplemental measures of our performance that are not required by, or presented in accordance with, IFRS. Adjusted EBITDA, Adjusted Revenue and Adjusted Platform Revenue are not measurements of our financial performance under IFRS and should not be considered as an alternative to loss after tax, revenue or any other performance measure derived in accordance with IFRS.

We define Adjusted EBITDA as loss after tax before net finance costs/(income), income tax (credit)/expense and depreciation and amortization, further adjusted for share based compensation expense, other items and share of results of associates. We define Adjusted Revenue as revenue less Platform Fulfilment Revenue. We define Adjusted Platform Revenue as

Adjusted Revenue less Browns In-Store Revenue. We caution investors that amounts presented in accordance with our definitions of Adjusted EBITDA, Adjusted Revenue and Adjusted Platform Revenue may not be comparable to similar measures disclosed by other companies, because not all companies and analysts calculate Adjusted EBITDA and Adjusted Revenue in the same manner. We present Adjusted EBITDA, Adjusted Revenue and Adjusted Platform Revenue because we consider them to be important supplemental measures of our performance, and we believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies. Management believes that investors’ understanding of our performance is enhanced by including these non-IFRS financial measures as a reasonable basis for comparing our ongoing results of operations. Many investors are interested in understanding the performance of our business by comparing our results from ongoing operations period over period and would ordinarily add back non-cash expenses such as depreciation, amortization and items that are not part of normal day-to-day operations of our business. By providing these non-IFRS financial measures, together with reconciliations to IFRS, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives.

Management uses Adjusted EBITDA, Adjusted Revenue and Adjusted Platform Revenue:

•

as measurements of operating performance because they assist us in comparing our operating performance on a consistent basis, as they remove the impact of items not directly resulting from our core operations;

•

for planning purposes, including the preparation of our internal annual operating budget and financial projections;

•

to evaluate the performance and effectiveness of our strategic initiatives; and

•

to evaluate our capacity to fund capital expenditures and expand our business.

Items excluded from these non-IFRS measures are significant components in understanding and assessing financial performance. Adjusted EBITDA, Adjusted Revenue and Adjusted Platform Revenue have limitations as analytical tools and should not be considered in isolation, or as an alternative to, or a substitute for loss after tax, revenue or other financial statement data presented in our consolidated financial statements as indicators of financial performance. Some of the limitations are:

•

such measures do not reflect revenue related to fulfilment, which is necessary to the operation of our business;

•

such measures do not reflect our expenditures, or future requirements for capital expenditures or contractual commitments;

•

such measures do not reflect changes in our working capital needs;

•

such measures do not reflect our share based payments, income tax (credit)/expense or the amounts necessary to pay our taxes;

•

although depreciation and amortization are eliminated in the calculation of Adjusted EBITDA, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any costs for such replacements; and

•

other companies may calculate such measures differently than we do, limiting their usefulness as comparative measures.

Due to these limitations, Adjusted EBITDA, Adjusted Revenue and Adjusted Platform Revenue should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our IFRS results and using these non-IFRS measures only as supplemental measures.

The following table reconciles Adjusted EBITDA to the most directly comparable IFRS financial performance measure, which is loss after tax:


	Six months ended June 30,						Year ended December 31,
	2017			2018			2015			2016			2017
	(in thousands)
Loss after tax	$	(29,280	)	$	(68,408	)	$	(61,107	)	$	(81,459	)	$	(112,275	)
Net finance costs/(income)		(1,690	)		(4,218	)		4,265			(7,402	)		17,642
Income tax expense/(credit)		(429	)		714			(628	)		199			170
Depreciation and amortization		5,019			10,338			3,104			6,897			10,980
Share based payments(a)		8,600			12,523			6,505			19,848			21,486
Other items(b)		3,823			—			486			8,555			3,949
Share of results of associates		(15	)		(24	)		—			(18	)		(31	)

Adjusted EBITDA	$	(13,972	)	$	(49,075	)	$	(47,375	)	$	(53,380	)	$	(58,079	)

(a)

Represents share based payment expense.

(b)

Represents other items, which are outside the normal scope of our ordinary activities or non-cash, including legal fees directly related to acquisitions of $676,262 in 2017 and fair value remeasurement of contingent consideration of $8.5 million in 2016 and $3.3 million in 2017, all of which are included within the general and administrative component of selling, general and administrative expenses. There were no other such items in the six months ended June 30, 2018. Other items in the six months ended June 30, 2017 included legal fees of $550,185 and the fair value remeasurement of contingent consideration of $3.3 million.

The following table reconciles Adjusted Revenue and Adjusted Platform Revenue to the most directly comparable IFRS financial performance measure, which is revenue:


	Six months ended June 30,						Year ended December 31,
	2017			2018			2015			2016			2017
	(in thousands)
Revenue	$	172,571		$	267,508		$	142,305		$	242,116		$	385,966
Less: Platform Fulfilment Revenue		(33,760	)		(50,551	)		(28,617	)		(48,511	)		(74,182	)

Adjusted Revenue		138,811			216,957			113,688			193,605			311,784

Less: Browns In-Store Revenue		(7,331	)		(7,191	)		(6,894	)		(12,668	)		(15,434	)

Adjusted Platform Revenue	$	131,480		$	209,766		$	106,794		$	180,937		$	296,350

(3)	Adjusted EBITDA Margin means Adjusted EBITDA calculated as a percentage of Adjusted Revenue.

(4)

Adjusted Platform Gross Profit Margin is defined as Platform Gross Profit, which is defined as gross profit, excluding Browns In-Store Gross Profit, as a percentage of Adjusted Platform Revenue. Platform Order Contribution Margin is defined as Platform Order Contribution, which is defined as Platform Gross Profit less demand generation expense, as a percentage of Adjusted Platform Revenue. Platform Gross Profit, Adjusted Platform Gross Profit Margin, Platform Order Contribution and Platform Order Contribution Margin are not measurements of our financial performance under IFRS and do not purport to be alternatives to gross profit or loss after tax derived in accordance with IFRS.

We believe that Platform Gross Profit, Adjusted Platform Gross Profit Margin, Platform Order Contribution and Platform Order Contribution Margin are useful measures in evaluating our operating performance because they take into account demand generation expense and are used by management to analyze the operating performance of our platform for the periods presented. We also believe that Platform Gross Profit, Adjusted Platform Gross Profit Margin, Platform Order Contribution and Platform Order Contribution Margin are useful measures in evaluating our operating performance within our industry because they permit the evaluation of our platform productivity, efficiency and performance.

The following table reconciles Platform Gross Profit and Platform Order Contribution to the most directly comparable IFRS financial performance measure, which is gross profit:


	Six months ended June 30,						Year ended, December 31,
	2017			2018			2015			2016			2017
	(in thousands)
Gross profit		$94,348			$136,865			$72,603			$116,878			$204,766
Less: Browns In-Store Gross Profit(a)		(3,854	)		(3,278	)		(3,248	)		(5,116	)		(8,185	)

Platform Gross Profit		90,494			133,587			69,355			111,762			196,581

Less: Demand generation expense		(29,123	)		(41,258	)		(34,158	)		(48,381	)		(69,202	)

Platform Order Contribution		$61,371			$92,329			$35,197			$63,381			$127,379

(a)

Browns In-Store Gross Profit is Browns In-Store Revenue less the direct cost of goods sold relating to Browns In-Store Revenue.

(5)

As adjusted information gives effect to (i) the Reorganization Transactions, (ii) the issuance of Class A ordinary shares in this offering at an initial public offering price of $ per Class A ordinary share, the midpoint of the range set forth on the cover of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and (iii) the issuance and sale of Class A ordinary shares in the concurrent private placement at the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus. A $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease the as adjusted amount of each of current assets, total equity and total capitalization by approximately $ million, assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. An increase or decrease of 1,000,000 shares in the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, would increase or decrease the pro forma as adjusted amount of each of current assets, total equity and total capitalization by approximately $ million, assuming no change in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions.

RISK FACTORS

An investment in our Class A ordinary shares involves a high degree of risk. You should carefully consider the risks and uncertainty described below, together with all of the other information in this prospectus, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, before deciding to invest in our Class A ordinary shares. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. The trading price and value of our Class A ordinary shares could decline due to any of these risks, and you may lose all or part of your investment.

Risks Relating to our Business and Industry

Purchasers of luxury products may not choose to shop online, which would prevent us from growing our business.

Our success will depend, in part, on our ability to attract additional consumers who have historically purchased luxury products through traditional retailers rather than online. The online market for luxury products is significantly less developed than the online market for other goods and services such as books, music, travel and other consumer products. If this market does not gain widespread acceptance, our business may suffer. Furthermore, we may have to incur significantly higher and more sustained advertising and promotional expenditures or offer more incentives than we currently anticipate in order to attract additional online consumers to our Marketplace and convert them into purchasing consumers. Specific factors that could prevent consumers from purchasing luxury products from us include:

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concerns about buying luxury products online without a physical storefront, face-to-face interaction with sales personnel and the ability to physically handle and examine products;

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preference for a more personal experience when purchasing luxury products;

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product offerings that do not reflect current consumer tastes and preferences;

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pricing that does not meet consumer expectations;

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delayed shipments or shipments of incorrect or damaged products;

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inconvenience and costs associated with returning or exchanging items purchased online;

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concerns about the security of online transactions and the privacy of personal information; and

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usability, functionality and features of our Marketplace.

If the online market for luxury products does not continue to develop and grow, our business will not grow and our results of operations, financial condition and prospects could be materially adversely affected.

We may not be able to generate sufficient revenue to be profitable or to generate positive cash flow on a sustained basis, and our revenue growth rate may decline.

We cannot assure you that we will generate sufficient revenue to offset the cost of maintaining our platform and maintaining and growing our business. Although our revenue grew from $172.6 million for the six months ended June 30, 2017 to $267.5 million for the six months ended June 30, 2018, our revenue growth rate may decline in the future because of a variety of factors, including increased competition and the maturation of our business. We cannot assure you that our revenue will continue to grow or will not decline. You should not consider our historical revenue growth or operating expenses as indicative of our future performance. If our revenue growth rate declines or our operating expenses exceed our expectations, our financial performance will be adversely affected.

Additionally, we also expect our costs to increase in future periods, which could negatively affect our future operating results and ability to achieve and sustain profitability. We expect to continue to expend substantial financial and other resources on acquiring and retaining consumers, our technology infrastructure, research and development, including investments in our research and development team and the development of new features, sales and marketing, international expansion, and general administration, including expenses, related to being a public company. These investments may not result in increased revenue or growth in our business. If we cannot successfully earn revenue at a rate that exceeds the costs associated with our business, we will not be able to achieve or sustain profitability or generate positive cash flow on a sustained basis and our revenue growth rate may decline. If we fail to continue to grow our revenue and overall business, our business, results of operations, financial condition and prospects could be materially adversely affected.

We have experienced losses in the past, and we may experience losses in the future.

We experienced losses after tax of $29.3 million and $68.4 million in the six months ended June 30, 2017 and 2018, respectively, and losses after tax of $61.8 million, $81.5 million and $112.3 million in the years ended December 31, 2015, 2016 and 2017, respectively. We may continue to experience losses after tax in the future, and we cannot assure you that we will achieve profitability and may continue to incur significant losses in future periods.

The luxury fashion industry can be volatile and difficult to predict.

As a global platform for luxury fashion, we are subject to variable industry conditions. Consumer demand can quickly change depending on many factors, including the behavior of both online and brick and mortar competitors, promotional activities of competitors, rapidly changing tastes and preferences, frequent introductions of new products and services, advances in technology and the internet and macroeconomic factors, many of which are beyond our control. With this constantly changing environment, our future business strategies, practices and results may not meet expectations or respond quickly enough to consumer demand, and we may face operational difficulties in adjusting to any changes. Any of these developments could harm our business, results of operations, financial condition and prospects.

We rely on a limited number of retailers and brands for the supply of products that we make available to consumers on our Marketplace.

We rely on a limited number of retailers and brands for the supply of products available on our Marketplace. In the year ended December 31, 2017, 22% of our GMV was from our top ten retailers, excluding Browns. We cannot guarantee that these retailers and brands will always choose to use our Marketplace to sell their products. We also typically enter into one-year contracts with retailers and brands, and there is no guarantee our retailers and brands will renew these contracts upon expiration, which currently automatically renew every year unless either party serves 90 days’ notice of termination. We cannot control whether a retailer or brand chooses to make any of its supply available on our Marketplace. Further, a small number of entities may, on their own, take actions that adversely affect our business, such as creating their own marketplace that could directly compete with us. Additionally, our business may be adversely affected if our access to products is limited or delayed because of deterioration in our relationships with one or more of our retailers or brands, or if they choose not to sell their products with us for any other reason. If we fail to successfully retain current, as well as acquire new, retailers and brands on our platform, our business, results of operations, financial condition and prospects could be materially adversely affected.

If our brands and retailers fail to anticipate, identify and respond quickly to new and changing fashion trends in consumer preferences, our business could be harmed.

The luxury apparel, footwear and accessories available on our Marketplace are subject to rapidly changing fashion trends and constantly evolving consumer tastes and demands. Our success is

dependent on the ability of our retailers and brands to anticipate, identify and respond to the latest fashion trends and consumer demands and to translate such trends and demands into product offerings in a timely manner. The failure of our retailers and brands to anticipate, identify or react swiftly and appropriately to new and changing styles, trends or desired consumer preferences, to accurately anticipate and forecast demand for certain product offerings or to provide relevant and timely product offerings to list on our Marketplace may lead to lower demand for merchandise on our Marketplace, which could cause, among other things, declines in GMV sold through our Marketplace. If our retailers and brands are not able to accurately anticipate, identify, forecast, analyze or respond to changing fashion trends and consumer preferences, we may lose consumers and market share, which could have a material adverse effect on our business, results of operations, financial condition and prospects.

Retailers and brands set their own prices for the products they make available on our Marketplace, which could affect our ability to respond to consumer preferences and trends.

We do not control the pricing strategies of our retailers and brands (other than Browns), which could affect our revenue and our ability to effectively compete on price with the other distribution channels used by our brands and retailers, including ecommerce retailers and brick and mortar stores. Retailers and brands may determine that they can more competitively price their products through other distribution channels and may choose such other channels instead of listing products on our Marketplace. Additionally, retailers and brands often employ different pricing strategies based on the geographical location of consumers, which is accomplished online through geo-blocking that blocks a consumer’s ability to access certain websites based on geography. Proposed legislation in the European Union would, if it takes effect, remove geo-blocking in the European Union. This would allow our consumers registered in the European Union to access and make purchases through our Marketplace at the prices listed in different European geographies irrespective of their country of residence in Europe. This could adversely affect our business, results of operations, financial condition and prospects.

Fluctuations in exchange rates may adversely affect our results of operations.

Our financial information is presented in U.S. dollars, which differs to the underlying functional currencies of our subsidiaries, which causes translation risk. We do not hedge translation risk, and therefore, our results of operations have in the past, and will in the future, fluctuate due to movements in exchange rates when the currencies are translated into U.S. dollars. At a subsidiary level, we are also exposed to transactional foreign exchange risk because we earn revenues and incur expenses in a number of different foreign currencies relative to the relevant subsidiary’s functional currency. Movements in exchange rates therefore impact our subsidiaries and thus, our consolidated results and cash flows, which results in transactional foreign currency exposure. We generally hedge a portion of transactional exposure using forward foreign exchange contracts; however, because this is not fully hedged, we are exposed to fluctuations in exchange rates that could harm our business, results of operations, financial condition and prospects.

We rely on information technologies and systems to operate our business and maintain our competitiveness, and any failure to invest in and adapt to technological developments and industry trends could harm our business.

We depend on the use of sophisticated information technologies and systems, including technology and systems used for websites and apps, customer service, supplier connectivity, communications, fraud detection and administration. As our operations grow in size, scope and complexity, we will need to continuously improve and upgrade our systems and infrastructure to offer an increasing number of consumer-enhanced services, features and functionalities, while maintaining and improving the reliability and integrity of our systems and infrastructure.

Our future success also depends on our ability to adapt our services and infrastructure to meet rapidly evolving consumer trends and demands while continuing to improve our platform’s performance, features and reliability. The emergence of alternative platforms, such as smartphones and tablets, and niche competitors who may be able to optimize such services or strategies, may require us to continue to invest in new and costly technology. We may not be successful, or we may be less successful than our competitors, in developing technologies that operate effectively across multiple devices and platforms and that are appealing to consumers, which would negatively impact our business and financial performance. New developments in other areas, such as cloud computing providers, could also make it easier for competitors to enter our markets due to lower up-front technology costs. In addition, we may not be able to maintain our existing systems or replace our current systems or introduce new technologies and systems as quickly or cost effectively as we would like. Failure to invest in and adapt to technological developments and industry trends may have a material adverse effect on our business, results of operations, financial condition and prospects.

Our efforts to acquire or retain consumers may not be successful, which could prevent us from maintaining or increasing our sales.

If we do not promote and sustain our brand and platform through marketing and other tools, we may fail to build and maintain the critical mass of consumers required to increase our sales. Promoting and positioning our brand and platform will depend largely on the success of our marketing efforts, our ability to attract consumers cost effectively and our ability to consistently provide a high-quality product and user experience. In order to acquire and retain consumers, we have incurred and will continue to incur substantial expenses related to advertising and other marketing efforts. We also use promotions to drive sales, which may not be effective and may adversely affect our gross margins. Our investments in marketing may not effectively reach potential consumers, potential consumers may decide not to buy through us or the spend of consumers that purchase from us may not yield the intended return on investment, any of which could negatively affect our financial results. The failure of our marketing activities could also adversely affect our ability to attract new and maintain relationships with our consumers, retailers and brands, which may have a material adverse effect on our business, results of operations, financial condition and prospects.

We may not succeed in promoting and sustaining our brand, which could have an adverse effect on our future growth and business.

A critical component of our future growth is our ability to promote and sustain our brand, which we believe can be achieved by providing a high-quality user experience. An important element of our brand promotion strategy is establishing a relationship of trust with our consumers. In order to provide a high-quality user experience, we have invested and will continue to invest substantial amounts of resources in the development and functionality of our platform, website, technology infrastructure, fulfilment and customer service operations. Our ability to provide a high-quality user experience is also highly dependent on external factors over which we may have little or no control, including, without limitation, the reliability and performance of our retailers and brands, suppliers and third-party carriers. If our consumers are dissatisfied with the quality of the products sold on our platform or the customer service they receive and their overall customer experience, or if we or our service providers cannot deliver products to our consumers in a timely manner or at all, our consumers may stop purchasing products from us. We also rely on third parties for information, including product characteristics and availability shown on our Marketplace that may be inaccurate. Our failure to provide our consumers with high-quality products and high-quality user experiences for any reason could substantially harm our reputation and adversely impact our efforts to develop Farfetch as a trusted brand, which could have a material adverse effect on our business, results of operations, financial condition and prospects.

Any significant disruption in service on our websites or apps or in our computer systems, some of which are currently hosted by third-party providers, could damage our reputation and result in a loss of consumers, which would harm our business and results of operations.

Our brand, reputation and ability to attract and retain consumers to use our platform depend upon the reliable performance of our network infrastructure and content delivery processes. We have experienced interruptions in these systems in the past, including server failures that temporarily slowed down or interfered with the performance of our websites and apps, or particular features of our websites and apps, and we may experience interruptions in the future. For example, in July 2017, we experienced a full platform outage for one hour and forty-five minutes, and in July 2016, consumers were unable to log on to our Marketplace to complete sales for six hours and twenty minutes. Interruptions in these systems, whether due to system failures, human input errors, computer viruses or physical or electronic break-ins, and denial-of-service attacks on us, third-party vendors or communications infrastructure, could affect the availability of our services on our platform and prevent or inhibit the ability of consumers to access our websites and apps or complete purchases on our websites and apps. Volume of traffic and activity on our Marketplace spikes on certain days, such as during a Black Friday promotion, and any such interruption would be particularly problematic if it were to occur at such a high volume time. Problems with the reliability of our systems could prevent us from earning revenue or commission and could harm our reputation. Damage to our reputation, any resulting loss of consumer, retailer or brand confidence and the cost of remedying these problems could negatively affect our business, results of operations, financial condition and prospects.

Substantially all of the communications, network and computer hardware used to operate our website are strategically located, for convenience and regulatory reasons, at facilities in Portugal, the Netherlands, Russia, China and Ireland. Our ability to maintain communications, network, and computer hardware in these countries is, or may in the future be, subject to regulatory review and licensing, and the failure to obtain any required licenses could negatively affect our business. We either lease or own our servers and have service agreements with data center providers. Our systems and operations are vulnerable to damage or interruption from fire, flood, power loss, telecommunications failure, terrorist attacks, acts of war, electronic and physical break-ins, computer viruses, earthquakes and similar events. The occurrence of any of the foregoing events could result in damage to our systems and hardware or could cause them to fail completely, and our insurance may not cover such events or may be insufficient to compensate us for losses that may occur. Our systems are not completely redundant, so a system failure at one site could result in reduced platform functionality for our consumers, and a total failure of our systems could cause our websites or apps to be inaccessible by some or all of our consumers. Problems faced by our third-party service providers with the telecommunications network providers with whom they contract or with the systems by which they allocate capacity among their users, including us, could adversely affect the experience of our consumers. Our third-party service providers could decide to close their facilities without adequate notice. Any financial difficulties, such as bankruptcy or reorganization, faced by our third-party service providers or any of the service providers with whom they contract may have negative effects on our business, the nature and extent of which are difficult to predict. If our third-party service providers are unable to keep up with our needs for capacity, this could have an adverse effect on our business. Any errors, defects, disruptions or other performance problems with our services could harm our reputation and may have a material adverse effect on our business, results of operations, financial condition and prospects.

Our failure or the failure of third parties to protect our sites, networks and systems against security breaches, or otherwise to protect our confidential information, could damage our reputation and brand and substantially harm our business and operating results.

We collect, maintain, transmit and store data about our consumers, retailers and brands and others, including credit card information and personally identifiable information, as well as other confidential information.

We also engage third parties that store, process and transmit these types of information on our behalf. We rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive information, including credit card numbers. Advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information from being breached or compromised. In addition, ecommerce websites are often attacked through compromised credentials, including those obtained through phishing and credential stuffing. Our security measures, and those of our third-party service providers, may not detect or prevent all attempts to breach our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by our websites, networks and systems or that we or such third parties otherwise maintain, including payment card systems, which may subject us to fines or higher transaction fees or limit or terminate our access to certain payment methods. We and such third parties may not anticipate or prevent all types of attacks until after they have already been launched. Further, techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers. In addition, security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by third parties. These risks may increase over time as the complexity and number of technical systems and applications we use also increases.

Breaches of our security measures or those of our third-party service providers or cyber security incidents could result in unauthorized access to our sites, networks and systems; unauthorized access to and misappropriation of consumer information, including consumers’ personally identifiable information, or other confidential or proprietary information of ourselves or third parties; viruses, worms, spyware or other malware being served from our sites, networks or systems; deletion or modification of content or the display of unauthorized content on our sites; interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment of additional personnel and protection technologies, response to governmental investigations and media inquiries and coverage; engagement of third-party experts and consultants; litigation, regulatory action and other potential liabilities. In the past, we have experienced social engineering, phishing, malware and similar attacks and threats of denial-of-service attacks; however, such attacks could in the future have a material adverse effect on our operations. If any of these breaches of security should occur, our reputation and brand could be damaged, our business may suffer, we could be required to expend significant capital and other resources to alleviate problems caused by such breaches, and we could be exposed to a risk of loss, litigation or regulatory action and possible liability. We cannot guarantee that recovery protocols and backup systems will be sufficient to prevent data loss. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants. In addition, any party who is able to illicitly obtain a subscriber’s password could access the subscriber’s transaction data or personal information, resulting in the perception that our systems are insecure.

Any compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data protection, data security, network and information systems security and other laws and cause significant legal and financial exposure, adverse publicity and a loss of confidence in our security measures, which could have a material adverse effect on our business,

results of operations, financial condition and prospects. We continue to devote significant resources to protect against security breaches or we may need to in the future to address problems caused by breaches, including notifying affected subscribers and responding to any resulting litigation, which in turn, diverts resources from the growth and expansion of our business.

We rely on retailers and brands, suppliers, third-party carriers and transportation providers as part of our fulfilment process, and these third parties may fail to adequately serve our consumers.

We significantly rely on retailers and brands to properly and promptly prepare products ordered by our consumers for shipment. Any failure by these suppliers to timely prepare such products for shipment to our consumers will have an adverse effect on the fulfilment of consumer orders, which could negatively affect the consumer experience and harm our business and results of operations. We also rely upon third-party carriers and transportation providers for substantially all of our merchandise shipments, including shipments of items from our retailers and brands, to our production facilities for processing, shipments returning these items to our retailers and brands and the shipments to our consumers after purchase. Our shipments are also subject to risks that could increase our distribution costs, including rising fuel costs and events such as employee strikes and inclement weather, which may impact the third party’s ability to provide delivery services that adequately meet our needs. If we needed to change shipping companies, we could face logistical difficulties that could adversely impact deliveries and we would incur costs and expend resources in connection with such change. Moreover, we may not be able to obtain terms as favorable as those received from the independent third-party transportation providers we currently use, which would increase our costs. Any increase in shipping costs or any other significant shipping difficulties or disruptions or any failure by our retailers, brands or third-party carriers to deliver high-quality products to our consumers in a timely manner or to otherwise adequately serve our consumers could damage our reputation and brand and may substantially harm our business, results of operations, financial condition and prospects.

We rely on third parties to drive traffic to our website, and these providers may change their search engine algorithms or pricing in ways that could negatively affect our business, results of operations, financial condition and prospects.

Our success depends on our ability to attract consumers cost effectively. With respect to our marketing channels, we rely heavily on relationships with providers of online services, search engines, social media, directories and other websites and ecommerce businesses to provide content, advertising banners and other links that direct consumers to our websites. We rely on these relationships to provide significant sources of traffic to our website. In particular, we rely on search engines, such as Google, Bing and Yahoo! and the major mobile app stores, as important marketing channels. Search engine companies change their natural search engine algorithms periodically, and our ranking in natural searches may be adversely affected by those changes, as has occurred from time to time. Search engine companies may also determine that we are not in compliance with their guidelines and consequently penalize us in their algorithms as a result. If search engines change or penalize us with their algorithms, terms of service, display and featuring of search results, or if competition increases for advertisements, we may be unable to cost-effectively drive consumers to our website and apps.

Our relationships with our marketing providers are not long term in nature and do not require any specific performance commitments. In addition, many of the parties with whom we have online advertising arrangements provide advertising services to other companies, including retailers with whom we compete. As competition for online advertising has increased, the cost for some of these services has also increased. A significant increase in the cost of the marketing providers upon which we rely could adversely impact our ability to attract consumers cost effectively and harm our business, results of operations, financial condition and prospects.

We face significant competition in the retail industry and may be unsuccessful in competing against current and future competitors.

The retail industry is intensely competitive. Online retail, including on mobile devices and tablets, is rapidly evolving and is subject to changing technology, shifting consumer preferences and tastes and frequent introductions of new products and services. We could face competition from technology enablement companies and luxury sellers. Technology enablement companies are those that enable commerce, such as Shopify or Square, and white-label service providers that offer end-to-end solutions. Luxury sellers are typically either larger more established companies, such as luxury department stores, luxury brand stores or online retailers, or multichannel players that are independent retailers operating brick and mortar stores with an online presence, and these luxury sellers may have longer operating histories, greater brand recognition, existing consumer and supplier relationships and significantly greater financial, marketing and other resources. Additionally, larger competitors seeking to establish an online presence in luxury fashion may be able to devote substantially more resources to website systems development and exert more leverage over the supply chain for luxury products than we can. Larger competitors may also be better capitalized to opportunistically acquire, invest in or partner with other domestic and international businesses. We believe that companies with a combination of technical expertise, brand recognition, financial resources and ecommerce experience also pose a significant threat of developing competing luxury fashion distribution technologies. In particular, if known incumbents in the ecommerce space choose to offer competing services, they may devote greater resources than we have available, have a more accelerated time frame for deployment and leverage their existing user base and proprietary technologies to provide services or a user experience that our consumers may view as superior.

Online retail companies and marketplaces, including emerging start-ups, may be able to innovate and provide products and services faster than we can, and they may be willing to price their products and services more aggressively in order to gain market share. In addition, traditional brick and mortar based retailers offer consumers the ability to handle and examine products in person and offer a more convenient means of returning and exchanging purchased products. If our competitors are more successful in offering compelling products or in attracting and retaining consumers than we are, our revenue and growth rates could decline.

If we are unable to compete successfully, or if competing successfully requires us to expend significant resources in response to our competitors’ actions, our business, results of operations, financial condition and prospects could be materially adversely affected.

We are subject to governmental regulation and other legal obligations related to privacy, data protection and information security. If we are unable to comply with these, we may be subject to governmental enforcement actions, litigation, fines and penalties or adverse publicity.

We collect personally identifiable information and other data from our consumers and prospective consumers. We use this information to provide services and relevant products to our consumers, to support, expand and improve our business, and to tailor our marketing and advertising efforts. We may also share consumers’ personal data with certain third parties as authorized by the consumer or as described in our privacy policy.

As a result, we are subject to governmental regulation and other legal obligations related to the protection of personal data, privacy and information security in certain countries where we do business and there has been and will continue to be a significant increase globally in such laws that restrict or control the use of personal data.

In Europe, where we have significant business operations, the data privacy and information security regime recently underwent a significant change and continues to evolve and is subject to

increasingly regulatory scrutiny. The new General Data Protection Regulation (“GDPR”), which came into force on May 25, 2018, implemented more stringent operational requirements for our use of personal data. These more stringent requirements include expanded disclosures to tell our consumers about how we may use their personal data, increased controls on profiling customers and increased rights for customers to access, control and delete their personal data. In addition, there are mandatory data breach notification requirements and significantly increased penalties of the greater of €20 million or 4% of global turnover for the preceding financial year. The UK’s Network and Information Systems Regulations 2018 (“NID Regulations”), which came into force on May 10, 2018, apply to us as an online marketplace and place additional network and information systems security obligations on us, as well as mandatory security incident notification in certain circumstances with penalties of up to £17 million.

In recent years, U.S. and European lawmakers and regulators have expressed concern over the use of third-party cookies and similar technologies for online behavioral advertising, and laws in this area are also under reform. In the European Union, current national laws that implement the ePrivacy Directive will be replaced by an EU regulation known as the ePrivacy Regulation. In the European Union, informed consent is required for the placement of a cookie on a user’s device and for direct electronic marketing, and the GDPR also imposes additional conditions in order to satisfy such consent, such as a prohibition on pre-checked consents. The draft ePrivacy Regulation retains these additional consent conditions and also imposes the strict opt-in marketing rules on direct marketing that is “presented” on a web page rather than sent by email, alters rules on third-party cookies and similar technology and significantly increases penalties for breach of the rules. Regulation of cookies and similar technologies may lead to broader restrictions on our marketing and personalization activities and may negatively impact our efforts to understand users’ internet usage, as well as the effectiveness of our marketing and our business generally. Such regulations may have a negative effect on businesses, including ours, that collect and use online usage information for consumer acquisition and marketing, it may increase the cost of operating a business that collects or uses such information and undertakes online marketing, it may also increase regulatory scrutiny and increase potential civil liability under data protection or consumer protection laws. In response to marketplace concerns about the usage of third-party cookies and web beacons to track user behaviors, providers of major browsers have included features that allow users to limit the collection of certain data generally or from specified websites, and the ePrivacy Regulations draft also advocates the development of browsers that block cookies by default. These developments could impair our ability to collect user information, including personal data and usage information, that helps us provide more targeted advertising to our current and prospective consumers, which could adversely affect our business, given our use of cookies and similar technologies to target our marketing and personalize the consumer experience.

As the text of the ePrivacy Regulation is still under development, and as further guidance is issued and interpretation of both the ePrivacy Regulation and GDPR develop, we could incur substantial costs to comply with these regulations. The changes could require significant systems changes, limit the effectiveness of our marketing activities, adversely affect our margins, increase costs and subject us to additional liabilities.

In the United States, federal and various state governments have adopted or are considering, laws, guidelines or rules for the collection, distribution, use and storage of information collected from or about consumers or their devices. For example, California recently passed the California Consumer Privacy Act, which has an effective date of January 1, 2020 and introduces substantial changes to privacy law for businesses that collect personal information from California residents. Additionally, the U.S. Federal Trade Commission and many state attorneys general are applying federal and state consumer protection laws, to impose standards for the online collection, use and dissemination of data. Furthermore, these obligations may be interpreted and applied inconsistently from one jurisdiction to another and may conflict with other requirements or our practices.

In China, the Personal Information Security Specification (“China Specification”) came into force on May 1, 2018. Although the China Specification is not a mandatory regulation, it nonetheless has a key implementing role in relation to China’s Cyber Security Law in respect of protecting personal information in China. Furthermore, it is likely that the China Specification will be relied on by Chinese government agencies as a standard to determine whether businesses have abided by China’s data protection rules. This China Specification has introduced many concepts and protection rules for personal information, such as “Data Controller” from GDPR. From the consent perspective the China Specification and GDPR are similar, but the China Specification has broadened the scope of personal sensitive information (“PSI”) as compared to GDPR (including but not limited to phone number, transaction record and purchase history, bank account, browse history, and e-ID info such as system account, email address and corresponding password) and thus, the application of explicit consent under the China Specification is more far reaching. Furthermore, under the China Specification, the data controller must provide the purpose of collecting and using subject personal information, as well as business functions of such purpose, and the China Specification requires the data controller to distinguish its core function from additional functions to ensure the data controller will only collect personal information as needed. Our failure to comply with the China Specification could result in governmental enforcement actions, litigation, fines and penalties, which could have a material adverse effect on our business, results of operations, financial condition and prospects.

Many data protection regimes apply based on where a consumer is located, and as we expand and new laws are enacted or existing laws change, we may be subject to new laws, regulations or standards or new interpretations of existing laws, regulations or standards, including those in the areas of data security, data privacy and regulation of email providers and those that require localization of certain data (such as in Russia, where we have already undertaken localization), which could require us to incur additional costs and restrict our business operations. Any failure or perceived failure by us to comply with rapidly evolving privacy or security laws such as the China Specification, policies (including our own stated privacy policies), legal obligations or industry standards or any security incident that results in the unauthorized release or transfer of personally identifiable information or other consumer data may result in governmental enforcement actions, litigation (including consumer class actions), fines and penalties or adverse publicity and could cause our consumers to lose trust in us, which could have a material adverse effect on our business, results of operations, financial condition and prospects.

Our failure to address risks associated with payment methods, credit card fraud and other consumer fraud, or our failure to control any such fraud, could damage our reputation and brand and may cause our business and results of operations to suffer.

Under current credit card practices, we are liable for fraudulent credit card transactions because we do not obtain a cardholder’s signature. We do not currently carry insurance against this risk. To date, we have experienced minimal losses from credit card fraud, but we face the risk of significant losses from this type of fraud as our net sales increase and as we continue to expand globally. Our failure to adequately control fraudulent credit card transactions could damage our reputation and brand and substantially harm our business, results of operations, financial condition and prospects.

We also accept payments for many of our sales through credit and debit card transactions, which are handled through third-party payment processors. In particular, for the year ended December 31, 2017, we relied on one third-party payment processor, which processed, directly and indirectly, more than 80% of our transactions. As a result, we are subject to a number of risks related to credit and debit card payments, including that we pay interchange and other fees, which may increase over time and could require us to either increase the prices we charge for our products or absorb an increase in our costs and expenses. In addition, as part of the payment processing process, our consumers’ credit and debit card information is transmitted to our third-party payment processors. We may in the future

become subject to lawsuits or other proceedings for purportedly fraudulent transactions arising out of the actual or alleged theft of our consumers’ credit or debit card information if the security of our third-party credit card payment processors are breached. We and our third-party credit card payment processors are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we or our third-party credit card payment processors fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from our consumers in addition to the consequences that could arise from such action or inaction violating applicable privacy, data protection, data security and other laws as outlined above, and there may be an adverse impact on our business, results of operations, financial condition and prospects.

Use of social media, emails and text messages may adversely impact our reputation or subject us to fines or other penalties.

We use social media, emails and text messages as part of our omnichannel approach to marketing. As laws and regulations rapidly evolve to govern the use of these channels, the failure by us, our employees or third parties acting at our direction to abide by applicable laws and regulations in the use of these channels could adversely affect our reputation or subject us to fines or other penalties. In addition, our employees or third parties acting at our direction may knowingly or inadvertently make use of social media in ways that could lead to the loss or infringement of intellectual property, as well as the public disclosure of proprietary, confidential or sensitive personal information of our business, employees, consumers or others. Any such inappropriate use of social media, emails and text messages could also cause reputational damage.

Consumers value readily available information concerning retailers and their goods and services and often act on such information without further investigation and without regard to its accuracy. Our consumers may engage with us online through our social media platforms, including Facebook, Instagram, Pinterest and Twitter, by providing feedback and public commentary about all aspects of our business. Information concerning us or our retailers and brands, whether accurate or not, may be posted on social media platforms at any time and may have a disproportionately adverse impact on our brand, reputation or business. The harm may be immediate without affording us an opportunity for redress or correction and could have a material adverse effect on our business, results of operations, financial condition and prospects.

If we are unable to successfully launch and monetize new and innovative technology, our growth and profitability could be adversely affected.

We are constantly developing new and innovative technology, such as Farfetch Store of the Future. Our ability to monetize these technologies and other new business lines in a timely manner and operate them profitably depends on a number of factors, many of which are beyond our control, including:

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our ability to manage the financial and operational aspects of developing and launching new technology, including making appropriate investments in our software systems, information technologies and operational infrastructure;

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our ability to secure required governmental permits and approvals;

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the level of commitment and interest from our actual and potential third-party innovators;

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our competitors (including our existing retailers and brands who may launch competing technologies) developing and implementing similar or better technology;

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our ability to effectively manage any third-party challenges to the intellectual property behind our technology;

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our ability to collect, combine and leverage data about our consumers collected online and through our new technology in compliance with data protection laws; and

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general economic and business conditions affecting consumer confidence and spending and the overall strength of our business.

We may not be able to grow our new technologies or business lines or operate them profitability, and these new and innovative technology initiatives may never generate material revenue. In addition, the substantial management time and resources that our technology development requires may result in disruption to our existing business operations and adversely affect our financial condition, which may decrease our profitability and growth.

Our customer concentration may materially adversely affect our financial condition and results of operations.

For the year ended December 31, 2017, the top 1% of our consumers accounted for approximately 20% of our Marketplace GMV. Accordingly, our revenue, financial condition or results of operations may be unduly affected by fluctuations in the buying patterns of these consumers. If we were to lose the business of some or all of these consumers, it could materially adversely affect our business, results of operations, financial condition and prospects.

Our operating results are subject to seasonal and quarterly variations in our revenue and operating income, and as a result, our quarterly results may fluctuate and could be below expectations.

Our business is seasonal and historically, we have realized a disproportionate amount of our revenue and earnings for the year in the fourth quarter as a result of the holiday season and seasonal promotions, and we expect this to continue in the future. If we experience lower than expected revenue during any fourth quarter, it may have a disproportionately large impact on our operating results and financial condition for that year. Any factors that harm our fourth quarter operating results, including disruptions in our brands’ or retailers’ supply chains or unfavorable economic conditions, could have a disproportionate effect on our results of operations for our entire fiscal year.

In anticipation of increased sales activity during the fourth quarter, we may incur significant additional expenses, including additional marketing and additional staffing in our customer support operations. In addition, we may experience an increase in our net shipping costs due to complimentary upgrades, split-shipments, and additional long-zone shipments necessary to ensure timely delivery for the holiday season. At peak periods, there could also be further delays by our retailers and brands in processing orders, which could leave us unable to fulfill consumer orders due to “no stock,” or in packaging a consumer’s order once received, which could lead to lower consumer satisfaction. In the future, our seasonal sales patterns may become more pronounced, may strain our personnel and production activities and may cause a shortfall in net sales as compared with expenses in a given period, which could substantially harm our business, results of operations, financial condition and prospects.

Our quarterly results of operations may also fluctuate significantly as a result of a variety of other factors, including those described above. As a result, historical period-to-period comparisons of our sales and operating results are not necessarily indicative of future period-to-period results. You should not rely on the results of a single fiscal quarter as an indication of our annual results or our future performance.

We may not accurately forecast income and appropriately plan our expenses.

We base our current and future expense levels on our operating forecasts and estimates of future income. Income and operating results are difficult to forecast because they generally depend on the

volume and timing of the orders we receive, which are uncertain. Additionally, our business is affected by general economic and business conditions around the world. A softening in income, whether caused by changes in consumer preferences or a weakening in global economies, may result in decreased revenue levels, and we may be unable to adjust our spending in a timely manner to compensate for any unexpected shortfall in income. This inability could cause our (loss)/income after tax in a given quarter to be (higher)/lower than expected. We also make certain assumptions when forecasting the amount of expense we expect related to our share based payments, which includes the expected volatility of our share price, the expected life of share options granted and the expected rate of share option forfeitures. These assumptions are partly based on historical results. If actual results differ from our estimates, our net income in a given quarter may be lower than expected.

We depend on highly skilled personnel, including senior management and our technology professionals, and if we are unable to retain or motivate key personnel or hire, retain and motivate qualified personnel, our business could be harmed.

We believe our success has depended, and our future success depends, on the efforts and talents of our senior management, particularly José Neves, our founder and chief executive officer, and our highly skilled team members, including our software engineers, data scientists and technology professionals. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. In particular, our software engineers and technology professionals are key to designing, maintaining and improving code and algorithms necessary to our business.

Competition for well-qualified employees in all aspects of our business, including software engineers and other technology professionals, is intense globally. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate existing employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees and key senior management, our business, results of operations, financial condition and prospects may be adversely affected.

We may not be able to manage our growth effectively, and such rapid growth may adversely affect our corporate culture.

We have rapidly and significantly expanded our operations and anticipate expanding further as we pursue our growth strategies. Such expansion increases the complexity of our business and places a significant strain on our management, operations, technical systems, financial resources and internal control over financial reporting functions. Our current and planned personnel, systems, procedures and controls may not be adequate to support and effectively manage our future operations, especially as we employ personnel in several geographic locations. We are currently in the process of transitioning certain of our business and financial systems to systems on a scale reflecting the increased size, scope and complexity of our operations, and the process of migrating our legacy systems could disrupt our ability to timely and accurately process information, which could adversely affect our results of operations and cause harm to our reputation. As a result, we may not be able to manage our expansion effectively.

Our entrepreneurial and collaborative culture is important to us, and we believe it has been a major contributor to our success. We may have difficulties maintaining our culture or adapting it sufficiently to meet the needs of our future and evolving operations as we continue to grow, in particular as we grow internationally. In addition, our ability to maintain our culture as a public company, with the attendant changes in policies, practices, corporate governance and management requirements may be challenging. Failure to maintain our culture could have a material adverse effect on our business, results of operations, financial condition and prospects.

General economic factors, natural disasters or other unexpected events may adversely affect our business, financial performance and results of operations.

Our business, financial performance and results of operations depend significantly on worldwide macroeconomic economic conditions and their impact on consumer spending. Luxury products are discretionary purchases for consumers. Recessionary economic cycles, higher interest rates, volatile fuel and energy costs, inflation, levels of unemployment, conditions in the residential real estate and mortgage markets, access to credit, consumer debt levels, unsettled financial markets and other economic factors that may affect consumer spending or buying habits could materially and adversely affect demand for our products. In addition, volatility in the financial markets has had and may continue to have a negative impact on consumer spending patterns. A reduction in consumer spending or disposable income may affect us more significantly than companies in other industries and companies with a more diversified product offering. In addition, negative national or global economic conditions may materially and adversely affect our suppliers’ financial performance, liquidity and access to capital. This may affect their ability to maintain their inventories, production levels and/or product quality and could cause them to raise prices, lower production levels or cease their operations.

Economic factors such as increased commodity prices, shipping costs, inflation, higher costs of labor, insurance and healthcare, and changes in or interpretations of other laws, regulations and taxes may also increase our cost of sales and our selling, general and administrative expenses, and otherwise adversely affect our financial condition and results of operations. Any significant increases in costs may affect our business disproportionately than our competitors. Changes in trade policies or increases in tariffs, including those recently enacted by the United States and proposed by China, may have a material adverse effect on global economic conditions and the stability of global financial markets and may reduce international trade.

Natural disasters and other adverse weather and climate conditions, public health crises, political crises, such as terrorist attacks, war and other political instability or other unexpected events, could disrupt our operations, internet or mobile networks or the operations of one or more of our third-party service providers. For example, the vast majority of our production processes take place at our facility in Guimarães, Portugal. If any such disaster were to impact this facility, our operations would be disrupted. Such events may also impact consumer discretionary spending. If any of these events occurs, our business could be adversely affected.

We have acquired, and may continue to acquire, other companies or technologies, which could divert management’s attention and otherwise disrupt our operations and harm our operating results. We may fail to acquire companies whose market power or technology could be important to the future success of our business.

We have acquired and may in the future seek to acquire or invest in other companies or technologies that we believe could complement or expand our brand and products, enhance our technical capabilities, or otherwise offer growth opportunities. Pursuit of future potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated. In addition, we may be unsuccessful in integrating our acquired businesses or any additional business we may acquire in the future, and we may fail to acquire companies whose market power or technology could be important to the future success of our business. For example, in 2015, we acquired Browns and in 2017, we acquired Fashion Concierge and Style.com.

We also may not achieve the anticipated benefits from any acquired business due to a number of factors, including:

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unanticipated costs or liabilities associated with the acquisition, including costs or liabilities arising from the acquired companies’ failure to comply with intellectual property laws and licensing obligations to which they are subject;

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incurrence of acquisition-related costs;

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diversion of management’s attention from other business concerns;

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regulatory uncertainties;

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harm to our existing business relationships with retailers and boutiques as a result of the acquisition;

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harm to our brand and reputation;

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the potential loss of key employees;

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use of resources that are needed in other parts of our business; and

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use of substantial portions of our available cash to consummate the acquisition.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process. Acquisitions also could result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. In addition, if an acquired business fails to meet our expectations, this may have a material adverse effect on our business, results of operations, financial condition and prospects.

We are involved in and may pursue strategic relationships. We may have limited control over such relationships, and these relationships may not provide the anticipated benefits.

We are involved in various strategic relationships, including with JD.com and the Chalhoub Group, which we expect will benefit our business and help us to achieve growth in China and the Middle East, respectively. We also may pursue and enter into strategic relationships in the future. Such relationships involve risks, including but not limited to: maintaining good working relationships with the other party; any economic or business interests of the other party that are inconsistent with ours; the other party’s failure to fund its share of capital for operations or to fulfill its other commitments, including providing accurate and timely accounting and financial information us, which could negatively impact our operating results; loss of key personnel; actions taken by our strategic partners that may not be compliant with applicable rules, regulations and laws; reputational concerns that may be imputed to us; bankruptcy, requiring us to assume all risks and capital requirements related to the relationship, and the related bankruptcy proceedings could have an adverse impact on the relationship; and any actions arising out of the relationship that may result in reputational harm or legal exposure to us. Further, these relationships may not deliver the benefits that were originally anticipated. Any of these factors may have a material adverse effect on our business, results of operations, financial condition and prospects.

A failure to comply with current laws, rules and regulations or changes to such laws, rules and regulations and other legal uncertainties may adversely affect our business, financial performance, results of operations or business growth.

Our business and financial performance could be adversely affected by unfavorable changes in or interpretations of existing laws, rules and regulations or the promulgation of new laws, rules and

regulations applicable to us and our businesses, including those relating to the internet and ecommerce, including geo-blocking and other geographically based restrictions, internet advertising and price display, consumer protection, anti-corruption, antitrust and competition, economic and trade sanctions, tax, banking, data security, network and information systems security, data protection and privacy. As a result, regulatory authorities could prevent or temporarily suspend us from carrying on some or all of our activities or otherwise penalize us if our practices were found not to comply with applicable regulatory or licensing requirements or any binding interpretation of such requirements. Unfavorable changes or interpretations could decrease demand for our services, limit marketing methods and capabilities, affect our margins, increase costs or subject us to additional liabilities.

For example, there are, and will likely continue to be, an increasing number of laws and regulations pertaining to the internet and ecommerce that may relate to liability for information retrieved from or transmitted over the internet, display of certain taxes and fees, online editorial and consumer-generated content, user privacy, data security, network and information systems security, behavioral targeting and online advertising, taxation, liability for third-party activities and the quality of services. Furthermore, the growth and development of ecommerce may prompt calls for more stringent consumer protection laws and more aggressive enforcement efforts, which may impose additional burdens on online businesses generally.

Likewise, the SEC, the U.S. Department of Justice, the U.S. Treasury Department’s Office of Foreign Assets Controls (“OFAC”), the U.S. Department of State, as well as other foreign regulatory authorities continue to enforce economic and trade regulations and anti-corruption laws, across industries. U.S. trade sanctions relate to transactions with designated foreign countries and territories, including Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine (“Crimea”) as well as specifically targeted individuals and entities that are identified on U.S. and other blacklists, and those owned by them or those acting on their behalf. Anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the U.K. Bribery Act (the “Bribery Act”), generally prohibit direct or indirect corrupt payments to government officials and, under certain laws, private persons to obtain or retain business or an improper business advantage. Some of our international operations are conducted in parts of the world where it is common to engage in business practices that are prohibited by these laws.

Although we have policies and procedures in place designed to promote compliance with laws and regulations, which we review and update as we expand our operations in existing and new jurisdictions in order to proportionately address risks of non-compliance with applicable laws and regulations, our employees, partners, or agents could take actions in contravention of our policies and procedures, or violate applicable laws or regulations. As regulations continue to develop and regulatory oversight continues to focus on these areas, we cannot guarantee that our policies and procedures will ensure compliance at all times with all applicable laws or regulations. In the event our controls should fail or we are found to be not in compliance for other reasons, we could be subject to monetary damages, civil and criminal monetary penalties, withdrawal of business licenses or permits, litigation and damage to our reputation and the value of our brand.

As we expand our operations in existing and new jurisdictions internationally, we will need to increase the scope of our compliance programs to address the risks relating to the potential for violations of the FCPA and the Bribery Act and other anti-bribery and anti-corruption laws. Further, the promulgation of new laws, rules and regulations, or the new interpretation of existing laws, rules and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which we or our retailers and brands conduct business could require us to change certain aspects of our business, operations and commercial relationships to ensure compliance, which could decrease demand for services, reduce revenue, increase costs or subject us to additional liabilities.

We are subject to trade and economic sanctions and export laws that may govern or restrict our business, and we may be subject to fines or other penalties for non-compliance with those laws.

We are subject to U.S. laws and regulations that may govern or restrict our business and activities in certain countries and with certain persons, including trade and economic sanctions regulations administered by OFAC and the Export Administration Regulations administered by the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”). In March 2018, we determined that certain products purchased on our Marketplace were shipped from retailers or brands in the United States to addresses associated with Crimea. In December 2014, the United States announced a near complete embargo on exports of items from the United States to Crimea. Based on our review to date, we have determined that on up to 20 occasions since December 2014, products purchased on our Marketplace from retailers or brands in the United States were shipped to parties whose addresses are associated with Crimea. On one occasion identified to date since December 2014, a retailer on our Marketplace outside the United States shipped what appears to be a U.S.-origin product to an address associated with Crimea. We have since put in place measures designed to prevent the fulfilment of orders associated with addresses in Crimea. On April 27, 2018, we submitted an initial voluntary self-disclosure regarding these matters to OFAC and BIS. We expect that we will complete our internal review and submit a final disclosure report to OFAC and BIS within 180 days from the date of the initial voluntary self-disclosure. Once we submit the final disclosure report, we cannot predict how long it will take OFAC and the U.S. Commerce Department to complete their review and reach of determination on these shipments to Crimea. If we are found to be in violation of U.S. sanctions or export control laws, it could result in fines and penalties for us, which could be substantial. Moreover, notwithstanding the safeguards we have put in place to ensure compliance with U.S. sanctions or export control laws, we cannot be certain that these safeguards will be effective in all cases. In addition, in the future, compliance with U.S. trade and economic sanctions regulations could result in restrictions in our ability to generate revenue in other countries, such as Russia, due to geopolitics or otherwise, which could adversely affect our business.

We are subject to customs and international trade laws that could require us to modify our current business practices and incur increased costs or could result in a delay in getting products through customs and port operations, which may limit our growth and cause us to suffer reputational damage.

Our business is conducted worldwide, with goods imported from and exported to a substantial number of countries. The vast majority of products sold on our Marketplace are shipped internationally. We are subject to numerous regulations, including customs and international trade laws, that govern the importation and sale of luxury goods. Our consumers in certain countries, such as China and Russia, are also subject to limitations and regulations governing the import of luxury goods. In addition, we face risks associated with trade protection laws, policies and measures and other regulatory requirements affecting trade and investment, including loss or modification of exemptions for taxes and tariffs, imposition of new tariffs and duties and import and export licensing requirements in the countries in which we operate, in particular, in China, where trade relations between the United States and China are uncertain. Our failure to comply with import or export rules and restrictions or to properly classify items under tariff regulations and pay the appropriate duties could expose us to fines and penalties. If these laws or regulations were to change or were violated by our management, employees, retailers or brands, we could experience delays in shipments of our goods, be subject to fines or penalties, or suffer reputational harm, which could reduce demand for our services and negatively impact our results of operations.

Legal requirements are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effects on our operations. We may be required to make significant expenditures or modify our business practices to comply with

existing or future laws and regulations, which may increase our costs and materially limit our ability to operate our business.

Our business depends on our ability to source and distribute products in a timely manner. As a result, we rely on the free flow of goods through open and operational ports worldwide. Labor disputes or other disruptions at ports create significant risks for our business, particularly if work slowdowns, lockouts, strikes or other disruptions occur. Any of these factors could result in reduced sales or canceled orders, which may limit our growth and damage our reputation and may have a material adverse effect on our business, results of operations, financial condition and prospects.

Governmental control of currency conversion may limit our ability to utilize our cash balances effectively and affect our ability to pay dividends in the future.

We are subject to governmental regulation of currency conversion and transfers, which may particularly affect our subsidiaries in certain jurisdictions. For example, the Chinese government imposes controls on the convertibility of the Renminbi (“RMB”) into foreign currencies and, in certain cases, the remittance of currency out of China. Our revenue is partially derived from sales to consumers in China and earnings from our Chinese operations, and substantially all of our revenue from such sales is denominated in RMB. Shortages in the availability of foreign currency may restrict the ability of our Chinese operations to remit sufficient foreign currency to pay dividends or to make other payments to us, or otherwise to satisfy their foreign currency-denominated obligations. Under existing Chinese foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from China’s State Administration of Foreign Exchange (“SAFE”) by complying with certain procedural requirements. However, for any Chinese company, dividends can be declared and paid only out of the retained earnings of that company under Chinese law. Under Chinese laws, rules and regulations, each of our subsidiaries incorporated in China is required to set aside at least 10% of its net income each year to fund certain statutory reserves until the cumulative amount of such reserves reaches 50% of its registered capital. These reserves, together with the registered capital, are not distributable as cash dividends. As a result of these laws, rules and regulations, our subsidiaries incorporated in China are restricted in their ability to transfer a portion of their respective net assets to their shareholders as dividends, loans or advances.

Furthermore, approval from SAFE or its local branch is required where RMB are to be converted into foreign currencies and remitted out of China to pay capital expenses, such as the repayment of loans denominated in foreign currencies. Without a prior approval from SAFE, cash generated from our operations in China may not be used to pay off debt in a currency other than the RMB owed by entities within China to entities outside China, or make other capital expenditures outside China in a currency other than the RMB.

The Chinese government may also at its discretion restrict access in the future to foreign currencies for current account transactions. In response to the persistent capital outflow in China and RMB’s depreciation against U.S. dollar in the fourth quarter of 2016, the People’s Bank of China (“PBOC”) and SAFE have implemented a series of capital control measures over recent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. For instance, on January 26, 2017, SAFE issued the Notice of State Administration of Foreign Exchange on Improving the Review of Authenticity and Compliance to Further Promote Foreign Exchange Control (“SAFE Circular 3”), which stipulates several capital control measures with respect to the outbound remittance of profit from domestic entities to offshore entities, including (1) under the principle of genuine transaction, banks shall check board resolutions regarding profit distribution, the original version of tax filing records and audited financial statements; and (2) domestic entities shall hold income to account for previous years’

losses before remitting the profits. The People’s Republic of China (“PRC”) government may continue to strengthen its capital controls, and more restrictions and substantial vetting process may be put in place by SAFE for cross-border transactions falling under both the current account and the capital account. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in currencies other than RMB to our shareholders or service and repay our indebtedness when due.

For us to receive dividends from our operations in China, repatriation of funds from China to the United Kingdom will be required under our current structure. Insofar as such repatriation requires the prior approval of SAFE or is deemed to not be in compliance with the authenticity and compliance requirements, we could be delayed, restricted or limited in receiving dividends from our Chinese subsidiaries, which may limit our ability to pay dividends to holders of the Class A ordinary shares or otherwise fund and conduct our business. Moreover, there can be no assurance that the rules and regulations pursuant to which SAFE grants or denies such approval will not change in a way that adversely affects our ability to receive dividends from our Chinese operations, which, in turn, would restrict our ability to pay dividends to our shareholders or otherwise fund and conduct our business.

Application of existing tax laws, rules or regulations are subject to interpretation by taxing authorities.

The application of the tax laws of various jurisdictions to our international business activities is subject to interpretation. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements, including our transfer pricing, or determine that the manner in which we operate our business does not achieve the intended tax consequences, which could increase our worldwide effective tax rate and adversely affect our financial position and results of operations.

Significant judgment and estimation is required in determining our worldwide tax liabilities. In the ordinary course of our business, there are transactions and calculations, including intercompany transactions and cross-jurisdictional transfer pricing, for which the ultimate tax determination is uncertain or otherwise subject to interpretation. Tax authorities in any of the countries in which we operate may disagree with our intercompany charges, including the amount of, or basis for, such charges, cross-jurisdictional transfer pricing or other matters such as the allocation of certain interest expenses and other tax items, and assess additional taxes.

As we operate in numerous taxing jurisdictions, the application of tax laws can be subject to diverging and sometimes conflicting interpretations by tax authorities of these jurisdictions. It is not uncommon for taxing authorities in different countries to have conflicting views, for instance, with respect to, among other things, whether a permanent establishment exists in a particular jurisdiction, the manner in which the arm’s length standard is applied for transfer pricing purposes, or with respect to the valuation of intellectual property. For example, if the taxing authority in one country where we operate were to reallocate income from another country where we operate, and the taxing authority in the second country did not agree with the reallocation asserted by the first country, we could become subject to tax on the same income in both countries, resulting in double taxation. If taxing authorities were to allocate income to a higher tax jurisdiction, subject our income to double taxation or assess interest and penalties, it could increase our tax liability, which could adversely affect our financial position and results of operations.

Although we believe our tax estimates and methodologies are reasonable, a taxing authority’s final determination in the event of a tax audit could materially differ from our historical corporate income tax provisions and accruals, in which case we may be subject to additional tax liabilities, possibly including interest and penalties, which could have a material adverse effect on our cash flows, results

of operations, financial condition and prospects. Furthermore, taxing authorities have become more aggressive in their interpretation and enforcement of such laws, rules and regulations over time, as governments are increasingly focused on ways to increase revenues. This has contributed to an increase in audit activity and harsher stances by tax authorities. As such, additional taxes or other assessments may be in excess of our current tax reserves or may require us to modify our business practices to reduce our exposure to additional taxes going forward, any of which may have a material adverse effect on our business, results of operations, financial condition and prospects.

Amendments to existing tax laws, rules or regulations or enactment of new unfavorable tax laws, rules or regulations could have an adverse effect on our business and financial performance.

Many of the underlying laws, rules or regulations imposing taxes and other obligations were established before the growth of the internet and ecommerce. Tax authorities in non-U.S. jurisdictions and at the U.S. federal, state and local levels are currently reviewing the appropriate treatment of companies engaged in internet commerce and considering changes to existing tax or other laws that could regulate our transmissions and/or levy sales, income, consumption, use or other taxes relating to our activities, and/or impose obligations on us to collect such taxes. For example, in March 2018 the European Commission proposed new rules for taxing digital business activities in the EU. We cannot predict the effect of current attempts to impose taxes on commerce over the internet. If such tax or other laws, rules or regulations were amended, or if new unfavorable laws, rules or regulations were enacted, the results could increase our tax payments or other obligations, prospectively or retrospectively, subject us to interest and penalties, decrease the demand for our services if we pass on such costs to the consumer, result in increased costs to update or expand our technical or administrative infrastructure or effectively limit the scope of our business activities if we decided not to conduct business in particular jurisdictions. As a result, these changes may have a material adverse effect on our business, results of operations, financial condition and prospects.

In addition, various governments and intergovernmental organizations could introduce proposals for tax legislation, or adopt tax laws, that may have a significant adverse effect on our worldwide effective tax rate, or increase our tax liabilities, the carrying value of deferred tax assets, or our deferred tax liabilities. For example, in October 2015, the Organization for Economic Co-Operation and Development (“OECD”) released a final package of recommended tax measures for member nations to implement in an effort to limit “base erosion and profit shifting” (“BEPS”) by multinational companies. Since then, the OECD has continued to monitor key areas of action and issue additional reports and guidance on implementation of the BEPS recommendations. Multiple jurisdictions, including some of the countries in which we operate, have begun implementing recommended changes aimed at addressing perceived issues within their respective tax systems that may lead to reduced tax liabilities among multinational companies. It is possible that other jurisdictions in which we operate or do business could react to the BEPS initiative or their own concerns by enacting tax legislation that could adversely affect us through increasing our tax liabilities.

On December 22, 2017, President Trump signed into law the U.S. Senate and the U.S. House of Representatives passed H.R. 1, “An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018” (informally titled the “Tax Cuts and Jobs Act”). Among a number of significant changes to the current U.S. federal income tax rules, the Tax Cuts and Jobs Act reduced the marginal U.S. corporate income tax rate from 35% to 21%, limited the deduction for net business interest expense, shifted the United States toward a more territorial tax system, imposed a one-time tax on accumulated offshore earnings held in cash and illiquid assets, and imposed new taxes to combat erosion of the U.S. federal income tax base. The Treasury Department and the IRS have signaled their intent to issue guidance on a number of open questions relating to the implementation of the Tax Cuts and Jobs Acts. The impact that the Tax Cuts and Jobs Act will have on our business is uncertain at this time.

The application of indirect taxes and the impact of managing our business model transition to a commissionaire structure could adversely affect our business and results of operations.

The application of indirect taxes, such as sales and use tax, value-added tax, provincial taxes, goods and services tax, business tax and gross receipt tax, to our business and to our retailers and brands is a complex and evolving issue. Significant judgment is required to evaluate applicable tax obligations. As a result amounts recorded may be subject to adjustments by the relevant tax authorities. In many cases, the ultimate tax determination is uncertain because it is not clear how new and existing statutes might apply to our business or to the businesses of our retailers and brands. One or more states, the federal government or other countries may seek to impose additional reporting, record-keeping or indirect tax collection obligations on businesses like ours that facilitate ecommerce. For example, state and local taxing authorities in the United States and taxing authorities in other countries have identified ecommerce platforms as a means to calculate, collect and remit indirect taxes for transactions taking place over the internet. Multiple U.S. states have enacted related legislation and other states are now considering such legislation. Furthermore, the U.S. Supreme Court recently has held in South Dakota v. Wayfair that a U.S. state may require an online retailer to collect sales taxes imposed by that state, even if the retailer has no physical presence in that state, thus permitting a wider enforcement of such sales tax collection requirements. Such legislation could require us or our retailers and brands to incur substantial costs in order to comply, including costs associated with legal advice, tax calculation, collection, remittance and audit requirements, which could make selling in such markets less attractive and could adversely affect our business.

We have historically operated under a “de-coupling structure,” meaning that our business model currently involves a supply, which is the sale of goods to end consumers, by our retailers and brands, and then a separate supply by us comprising the shipping of those goods to the end consumers. However, the European Commission and courts in the United Kingdom are currently considering the effectiveness of such a structure from an indirect tax viewpoint. If this leads to a change in legislation or a change in interpretation of current legislation, we could be assessed to additional amounts of value added tax. To provide more certainty, we are transitioning our business model to one in which we will act as an “undisclosed agent” or “commissionaire” of our retailers and brands. For the purposes of calculating VAT, our end consumers will contract with and be invoiced by us and there will be a supply by us to the end consumer of goods and other related services, although the legal sale of goods will continue to be between our retailers and brands and the end consumer. Such a transition is intended to provide greater certainty to our value added tax accounting position without materially increasing our overall value added tax liabilities.

Our ability to achieve our business and financial objectives is subject to risks and uncertainties. Implementing the new business model requires a considerable investment of technical, financial and legal resources. If we are unable to successfully establish our new business model, our business, results of operations, financial condition and prospects could be negatively impacted.

We may be subject to claims that items listed on our website, or their descriptions, are counterfeit, infringing or illegal.

We occasionally receive communications alleging that items listed on our Marketplace infringe third-party copyrights, trademarks or other intellectual property rights. We have intellectual property complaint and take-down procedures in place to address these communications. We follow these procedures to review complaints and relevant facts to determine the appropriate action, which may include removal of the item from our website and, in certain cases, discontinuing our relationship with a retailer or brand who repeatedly violates our policies. However, our procedures may not effectively reduce or eliminate our liability. In particular, we may be subject to civil or criminal liability for activities carried out, including products listed, by retailers or brands on our platform.

Regardless of the validity of any claims made against us, we may incur significant costs and efforts to defend against or settle them and such claims could lead to negative publicity and damage to our reputation. If a governmental authority determines that we have aided and abetted the infringement or sale of counterfeit goods, we could face regulatory, civil or criminal penalties. Successful claims by third-party rights owners could require us to pay substantial damages or refrain from permitting any further listing of the relevant items. These types of claims could force us to modify our business practices, which could lower our revenue, increase our costs or make our Marketplace less user friendly. Moreover, public perception that counterfeit or other unauthorized items are common on our Marketplace, even if factually incorrect, could result in negative publicity and damage to our reputation.

If our retailers and brands experience any recalls, product liability claims, or government, customer or consumer concerns about product safety with respect to products sold on our Marketplace, our reputation and sales could be harmed.

Our retailers and brands are subject to regulation by the U.S. Consumer Product Safety Commission and similar state and international regulatory authorities, and their products sold on our platform could be subject to involuntary recalls and other actions by these authorities. Concerns about product safety including concerns about the safety of products manufactured in developing countries, could lead our retailers and brands to recall selected products sold on our Marketplace. Recalls and government, customer or consumer concerns about product safety could harm our reputation and reduce sales, either of which could have a material adverse effect on our business, results of operations, financial condition and prospects.

Our global operations involve additional risks, and our exposure to these risks will increase as our business continues to expand.

We operate in a number of jurisdictions and intend to continue to expand our global presence, including in emerging markets. We face complex, dynamic and varied risk landscapes in the markets in which we operate. As we enter countries and markets that are new to us, we must tailor our services and business model to the unique circumstances of such countries and markets, which can be complex, difficult, costly and divert management and personnel resources. In addition, we may face competition in other countries from companies that may have more experience with operations in such countries or with global operations in general. Laws and business practices that favor local competitors or prohibit or limit foreign ownership of certain businesses or our failure to adapt our practices, systems, processes and business models effectively to the consumer and supplier preferences of each country into which we expand, could slow our growth. Certain markets in which we operate have, or certain new markets in which we may operate in the future may have, lower margins than our more mature markets, which could have a negative impact on our overall margins as our revenue from these markets grow over time.

In addition to the risks outlined elsewhere in this section, our global operations are subject to a number of other risks, including:

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currency exchange restrictions or costs and exchange rate fluctuations;

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exposure to local economic or political instability, threatened or actual acts of terrorism and security concerns in general;

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compliance with various laws and regulatory requirements relating to anti-corruption, antitrust or competition, economic sanctions, data content, data protection and privacy, consumer protection, employment and labor laws, health and safety, and advertising and promotions;

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differences, inconsistent interpretations and changes in various laws and regulations, including international, national, state and provincial and local tax laws;

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weaker or uncertain enforcement of our contractual and intellectual property rights;

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preferences by local populations for local providers;

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slower adoption of the internet and mobile devices as advertising, broadcast and commerce mediums and the lack of appropriate infrastructure to support widespread internet and mobile device usage in those markets;

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our ability to support new technologies, including mobile devices, that may be more prevalent in certain global markets;

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difficulties in attracting and retaining qualified employees in certain international markets, as well as managing staffing and operations due to increased complexity, distance, time zones, language and cultural differences; and

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uncertainty regarding liability for services and content, including uncertainty as a result of local laws and lack of precedent.

The results of the United Kingdom’s referendum on withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our business.

We are a multinational company with worldwide operations, including significant business operations in Europe. In June 2016, a majority of voters in the United Kingdom in a national referendum elected to withdraw from the European Union, and on March 29, 2017, the government of the United Kingdom formally initiated the withdrawal process. The terms of the withdrawal are subject to a negotiation period that could last at least two years from the withdrawal notification date. The referendum withdrawal process has created significant uncertainty about the future relationship between the United Kingdom and the European Union, and political movements in other member states in favor of withdrawing from the European Union have thus far failed to win decision polls or take power.

These developments, or the perception that any of them could occur, have had and may continue to have a material adverse effect on global economic conditions and the stability of global financial markets, and could significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Asset valuations, currency exchange rates and credit ratings may be especially subject to increased market volatility. Lack of clarity about future U.K. laws and regulations, including financial laws and regulations, tax and free trade agreements, immigration laws and employment laws, could increase costs, depress economic activity, impair our ability to attract and retain qualified personnel. There is significant uncertainty about our future ability to employ E.U. nationals. If the United Kingdom and the European Union are unable to negotiate acceptable withdrawal terms or if other European Union member states pursue withdrawal, barrier-free access between the United Kingdom and other European Union member states or among the European Economic Area overall could be diminished or eliminated. Any of these factors may have a material adverse effect on our business, results of operations, financial condition and prospects.

We may be subject to general litigation, regulatory disputes and government inquiries.

As a growing company with expanding operations, we have in the past and may in the future increasingly face the risk of claims, lawsuits, government investigations, and other proceedings involving competition and antitrust, intellectual property, privacy, consumer protection, accessibility claims, securities, tax, labor and employment, commercial disputes, services and other matters. The number and significance of these disputes and inquiries have increased as the political and regulatory landscape changes, and as we have grown larger and expanded in scope and geographic reach, and our services have increased in complexity.

We cannot predict the outcome of such disputes and inquiries with certainty. Regardless of the outcome, these can have an adverse impact on us because of legal costs, diversion of management

resources, and other factors. Determining reserves for any litigation is a complex, fact-intensive process that is subject to judgment calls. It is possible that a resolution of one or more such proceedings could require us to make substantial payments to satisfy judgments, fines or penalties or to settle claims or proceedings, any of which could harm our business. These proceedings could also result in reputational harm, criminal sanctions, consent decrees or orders preventing us from offering certain products, or services, or requiring a change in our business practices in costly ways or requiring development of non-infringing or otherwise altered products or technologies. Litigation and other claims and regulatory proceedings against us could result in unexpected expenses and liabilities, which could have a material adverse effect on our business, results of operations, financial condition and prospects.

We are subject to regulatory activity and antitrust litigation under competition laws.

We are subject to scrutiny by various government agencies, including competition authorities. Some jurisdictions also provide private rights of action for competitors or consumers to assert claims of anti-competitive conduct. Other companies or government agencies have in the past and may in the future allege that our actions violate the antitrust or competition laws of the European Commission or other countries or otherwise constitute unfair competition. An increasing number of governments are regulating competition law activities, including increased scrutiny in large markets such as China. Our business partnerships or agreements or arrangements with customers or other companies could give rise to regulatory action or antitrust litigation. In July 2017, Carré Couture, a small European competitor, which was declared bankrupt in May 2018, filed a complaint with the European Commission claiming that our retailer partnership agreements restrict competition because we ask retailers to commit to the relationship and list their inventory with us and not on competing platforms. We have responded to the allegations, and the complaint is pending. Complaints often remain open for a considerable period of time for procedural reasons. The European Commission is under a legal obligation to assess complaints, and unless a complaint is withdrawn, it must reject it by a formal decision where it takes the view that there are no grounds for action. Due to this process, complaints often remain open for several years. Some regulators may perceive our business to be used so broadly that otherwise uncontroversial business practices could be deemed anticompetitive. Certain competition authorities have conducted market studies of our industries. Such claims and investigations, even if without foundation, may be very expensive to defend, involve negative publicity and substantial diversion of management time and effort and could result in significant judgments against us or require us to change our business practices.

Risks Relating to our Intellectual Property

Failure to adequately protect, maintain or enforce our intellectual property rights could substantially harm our business and results of operations.

We rely on a combination of trademark, copyright, confidential information, trade secrets and patent law, and contractual restrictions to protect our intellectual property. The protection offered by these has its limitations. Despite our efforts to protect and enforce our proprietary rights, unauthorized parties have, and may in the future, use our trademarks or similar trademarks, copy aspects of our website images, features, compilation and functionality or obtain and use information that we consider as proprietary, such as the technology used to operate our website or our content.

We do not have comprehensive registered protection for all of our brands in all jurisdictions around the world. There is no guarantee that our pending trademark applications for any brand will proceed to registration, and even those trademarks that are registered could be challenged by a third party including by way of revocation or invalidity actions. Our competitors have adopted, and other competitors may adopt, service names similar to ours, thereby impeding our ability to build brand identity and possibly diluting our brand and leading to brand dilution or consumer confusion. In

addition, there could be potential trade name or trademark ownership or infringement claims brought by owners of other rights, including registered trademarks, in our marks or marks similar to ours, including FARFETCH and BROWNS. Any such claims, brand dilution or consumer confusion related to our brands (including our trademarks) could damage our reputation and brand identity and substantially harm our business and results of operations.

In addition to our registered trademark protection, we have four unpublished patent applications in the United Kingdom, Europe and internationally, for aspects of our proprietary technology and we may file further patent applications in the future. There is no guarantee that these will result in issued patents, and even if these proceed to grant, they could be vulnerable to challenge by third parties, or their claims could be narrowed in scope by the issuing patent office such that they no longer adequately protect our proprietary technology. Further, we may decide not to pursue a patent application for an innovation due to the high costs, diversion of management time, and publication of the underlying innovation that arises from an application. The loss of our material intellectual property as a result of any claims or challenges, or the natural expiry of our intellectual property registrations, could have a material adverse effect on our business, results of operations, financial condition and prospects.

Domain names generally are regulated by internet regulatory bodies, and the regulation of domain names is subject to change. Regulatory bodies have and may continue to establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names. We may not be able to, or it may not be cost effective to, acquire or maintain all domain names that utilize the name “Farfetch” or other business brands in all of the countries in which we currently conduct or intend to conduct business. If we lose the ability to use a domain name, we could incur significant additional expenses to market our products within that country, including the development of new branding. This could substantially harm our business, results of operations, financial condition and prospects.

We rely on multiple software programmers (as employees or independent consultants) to design our proprietary technologies and photographers (as employees or independent consultants) to capture the products sold on our platform. Although we make every effort to ensure appropriate and comprehensive assignment or license terms are included in the contracts with such third parties, we cannot guarantee that we own or are properly licensed to use all of the intellectual property in such software or images. If we do not have, or lose our ability to use, such software or images, we could incur significant additional expense to remove such assets from our platform or re-engineer a portion of our technologies.

Litigation or similar proceedings have been necessary in the past and may be necessary in the future to protect, register and enforce our intellectual property rights, to protect our trade secrets and domain names and to determine the validity and scope of the proprietary rights of others. Further, any changes in law or interpretation of any such laws, particularly intellectual property laws, may impact our ability to protect, register or enforce our intellectual property rights. Any litigation or adverse priority proceeding could result in substantial costs and diversion of resources and could substantially harm our business, results of operations, financial condition and prospects.

Assertions by third parties of infringement or misappropriation by us of their intellectual property rights or confidential know how could result in significant costs and substantially harm our business and results of operations.

Third parties have, and may in the future, assert that we have infringed or misappropriated their trademarks, copyrights, confidential know how, trade secrets, patents or other intellectual property rights. We cannot predict whether any such assertions or claims arising from such assertions will substantially harm our business and results of operations, whether or not they are successful. If we are

forced to defend against any infringement or other claims relating to the trademarks, copyright, confidential know how, trade secrets, patents or other intellectual property rights of third parties, whether they are with or without merit or are determined in our favor, we may face costly litigation or diversion of technical and management personnel. Furthermore, the outcome of a dispute may be that we would need to cease use of some portion of our technology, develop non-infringing technology, pay damages, costs or monetary settlements or enter into royalty or licensing agreements. Royalty or licensing agreements, if required, may be unavailable on terms acceptable to us, or at all. Any such assertions or litigation could materially adversely affect our business, results of operations, financial condition and prospects.

In 2008 and 2009, a party related to Farfetch founder José Neves (the “Related Party”) executed two agreements (the “KH Licenses”) purporting to license certain know how (the “Know How”) from the Related Party to two third-party LLPs (the “LLPs”). The Know How was a high level explanation of the Farfetch platform and business model. The 2008 KH License expired in April 2018, and the 2009 KH License expires in April 2019. The KH Licenses did not include a license of any software code. The LLPs granted intra-group sub-licenses of the collective Know How under the KH Licenses, which was then further sub-licensed under two direct “Product and Development and Marketing Support Agreements” with Farfetch in 2008 and 2009, respectively (the “Direct Agreements”), in order for Farfetch to, among other services, develop the code, website architecture and brand that comprised the original Farfetch offering (the “Developed IP”). Under the terms of the Direct Agreements, the third party, rather than Farfetch, owned the Developed IP. In 2011, the licensing structure was amended and the intra-group sub-licenses from the LLPs were superseded by licenses of the Know How granted by each of the LLPs to Mr. Neves, who licensed such Know How (by way of a sub-sub-license) to Farfetch. Finally in 2011, the Direct Agreements were terminated, and the Developed IP was assigned from the third-party group to Farfetch.

In 2013, the Related Party executed a “Declaration regarding copyrights and intellectual property rights” (the “Declaration”), which declared that, among other things, between the period November 16, 1996 to February 27, 2010, the Related Party has not created any works or done anything which could originate intellectual property rights (defined to include know how) in connection with any of the entities in the original license chain (including Farfetch); any unknown intellectual property generated by the Related Party and used, licensed or in any other way exploited by those entities (including Farfetch) is transferred in full to Mr. Neves; and the Related Party agrees that any intellectual property in use by the above entities that were to become recognized by a court as belonging to the Related Party shall be transferred to Mr. Neves for €500. On April 29, 2014, Mr. Neves assigned all of his intellectual property rights and know how (including that obtained under the Declaration) to Farfetch.com. While seemingly conclusive, it is possible that the Declaration could be challenged. Although we do not expect our right to use the Know How to be successfully challenged, any such challenge could give rise to: (1) temporary injunctive relief which could restrict the use of such Know How by Farfetch and therefore operations of our business; (2) reputational damage; and/or (3) damages payable by Farfetch to the Related Party for any period of unauthorized use of the Know How following expiry of the KH License(s), any of which could have a material adverse effect on our business, results of operations, financial condition and prospects.

Our use of open source software may pose particular risks to our proprietary software and systems.

We use open source software in our proprietary software and systems and will use open source software in the future. The licenses applicable to our use of open source software may require that source code that is developed using open source software be made available to the public and that any modifications or derivative works to certain open source software continue to be licensed under open source licenses. From time to time, we may face claims from third parties claiming infringement

of their intellectual property rights, or demanding the release or license of the open source software or derivative works that we developed using such software (which could include our proprietary source code) or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to purchase a costly license, publicly release the affected portions of our source code, be limited in or cease using the implicated software unless and until we can re-engineer such software to avoid infringement or change the use of, or remove, the implicated open source software. In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties, indemnities or other contractual protections with respect to the software (for example, non-infringement or functionality). Our use of open source software may also present additional security risks because the source code for open source software is publicly available, which may make it easier for hackers and other third parties to determine how to breach our website and systems that rely on open source software. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a material adverse effect on our business, results of operations, financial condition and prospects.

Risks Relating to our Initial Public Offering and Ownership of our Class A Ordinary Shares

Our operating results and Class A ordinary share price may be volatile, and the market price of our Class A ordinary shares after this offering may drop below the price you pay.

Our quarterly operating results are likely to fluctuate in the future in response to numerous factors, many of which are beyond our control, including each of the factors set forth above.

In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our Class A ordinary shares to wide price fluctuations regardless of our operating performance. Our operating results and the trading price of our Class A ordinary shares may fluctuate in response to various factors, including the risks described above.

These and other factors, many of which are beyond our control, may cause our operating results and the market price and demand for our Class A ordinary shares to fluctuate substantially. Fluctuations in our quarterly operating results could limit or prevent investors from readily selling their Class A ordinary shares and may otherwise negatively affect the market price and liquidity of Class A ordinary shares. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the shares. If any of our shareholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.

We cannot assure you that a market will develop for our Class A ordinary shares or what the price of our Class A ordinary shares will be, and public trading markets may experience volatility. Investors may not be able to resell their Class A ordinary shares at or above the initial public offering price.

Before this offering, there was no public trading market for our Class A ordinary shares, and we cannot assure you that one will develop or be sustained after this offering. If a market does not develop or is not sustained, it may be difficult for you to sell your Class A ordinary shares. Public trading markets may also experience volatility and disruption. This may affect the pricing of the Class A ordinary shares in the secondary market, the transparency and availability of trading prices, the liquidity of the Class A ordinary shares and the extent of regulation applicable to us. We cannot predict the prices at which our Class A ordinary shares will trade. The initial public offering price for our

Class A ordinary shares will be determined through our negotiations with the underwriters and may not bear any relationship to the market price at which our Class A ordinary shares will trade after this offering or to any other established criteria of the value of our business. It is possible that, in future quarters, our operating results may be below the expectations of securities analysts and investors. As a result of these and other factors, the price of our Class A ordinary shares may decline.

Our chief executive officer, José Neves, has considerable influence over important corporate matters due to his ownership of us. Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares may view as beneficial.

Our chief executive officer, Mr. Neves, has considerable influence over important corporate matters due to his ownership of us. Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares are entitled to one vote per share in respect of matters requiring the votes of shareholders, while holders of Class B ordinary shares are entitled to 20 votes per share, subject to certain exceptions. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder thereof to any person or other entity, other than an affiliate of Mr. Neves, such Class B ordinary shares will be automatically and immediately converted into the equal number of Class A ordinary shares. Due to the disparate voting powers associated with our two classes of ordinary shares, as of , 2018, Mr. Neves beneficially owned % of the aggregate voting power of our company (or % if the underwriters exercise their option to purchase additional Class A ordinary shares from us in full). As a result, Mr. Neves has considerable influence over matters such as electing or removing directors, approving any amendments to our Articles and approving material mergers, acquisitions or other business combination transactions. In addition, under our Articles, our Board will not be able to form a quorum without Mr. Neves for so long as Mr. Neves remains a director. This concentrated control will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Class A ordinary shares of the opportunity to sell their shares at a premium over the prevailing market price.

We are eligible to be treated as an emerging growth company, as defined in the Securities Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A ordinary shares less attractive to investors because we may rely on these exemptions.

We are eligible to be treated as an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including presenting only limited selected financial data in the registration statement on Form F-1 of which this prospectus is a part and not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. As a result, our shareholders may not have access to certain information that they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if our total annual gross revenue exceeds $1.07 billion, if we issue more than $1.00 billion in non-convertible debt securities during any three-year period, or if we are a large accelerated filer and the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of the end of any second quarter before that time. We cannot predict if investors will find our Class A ordinary shares less attractive because we may rely on these exemptions. If some investors find our Class A ordinary shares less attractive as a result, there may be a less active trading market for our Class A ordinary shares and our share price may be more volatile.

We will be a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

Upon consummation of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act and although we are subject to Cayman laws and regulations with regard to such matters and intend to furnish quarterly financial information to the SEC, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (2) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (3) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, although we intend to provide comparable quarterly information on Form 6-K. In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, which is intended to prevent issuers from making selective disclosures of material information. As a result of all of the above, you may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2019. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the NYSE. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer, and accounting, reporting and other expenses in order to maintain a listing on a U.S. securities exchange. These expenses will relate to, among other things, the obligation to present our financial information in accordance with U.S. GAAP in the future.

As we are a “foreign private issuer” and intend to follow certain home country corporate governance practices, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements.

As a foreign private issuer, we have the option to follow certain home country corporate governance practices rather than those of the NYSE, provided that we disclose the requirements we

are not following and describe the home country practices we are following. We intend to rely on this “foreign private issuer exemption” with respect to the NYSE requirements to have the audit committee appoint our external auditors, the NYSE rules for shareholder meeting quorums and record dates and the NYSE rules requiring shareholders to approve equity compensation plans and material revisions thereto. We may in the future elect to follow home country practices with regard to other matters. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering and the concurrent private placement and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our Class A ordinary shares. We intend to use the net proceeds from this offering and the concurrent private placement for general corporate purposes. However, our use of these proceeds may differ substantially from our current plans. The failure by our management to apply these funds effectively could result in financial losses that could adversely affect our business and cause the price of our Class A ordinary shares to decline. Pending their use, we may invest the net proceeds from this offering and the concurrent private placement in a manner that does not produce income or that loses value.

If you purchase Class A ordinary shares in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our Class A ordinary shares is substantially higher than the net tangible book deficit per share. Therefore, if you purchase our Class A ordinary shares in this offering, you will pay a price per share that substantially exceeds our pro forma net tangible book deficit per share after this offering. Based on the initial public offering price of $ per Class A ordinary share, you will experience immediate dilution of $ per share, representing the difference between our pro forma net tangible book deficit per Class A ordinary share after giving effect to this offering and the initial public offering price. We also have a number of outstanding options to purchase Class A ordinary shares with exercise prices that are below the initial public offering price of our Class A ordinary shares. To the extent that these options are exercised, you will experience further dilution. See “Dilution” for more detail.

As a public reporting company, we will be subject to rules and regulations established from time to time by the SEC regarding our internal control over financial reporting. If we fail to put in place appropriate and effective internal controls over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results, or report them in a timely manner, which may adversely affect investor confidence in us and, as a result, the value of our Class A ordinary shares.

As a public company, we will be required to report, among other things, control deficiencies that constitute a “material weakness” or changes in internal controls that, or that are reasonably likely to, materially affect internal controls over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the audit of the financial year ended December 31, 2017, we identified certain control deficiencies in the design and operation of our internal controls over our financial reporting that constituted material weaknesses. The control deficiencies resulted from (1) our technology access and change control environment not supporting an efficient or effective internal control framework and (2) reliance on manual processes.

Following the identification of these material weaknesses, we have taken steps to address these control deficiencies and continue to implement our remediation plan, which we believe will address their underlying causes. We are executing on our remediation plan for these material weaknesses by establishing more robust processes supporting internal control over financial reporting, implementing formal access and change controls to our systems, automation of a number of system interfaces to improve our information technology systems. In addition, we have hired and will continue to hire additional accounting, finance and technology personnel. However, these material weaknesses may not be fully remediated until we have operated our business with these controls in place for a sufficient period of time.

If we are unable to remediate our material weaknesses and implement and maintain effective internal control over information technology and financial reporting and effective disclosure controls and procedures, or if we fail to meet the other demands that will be placed upon us as a public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC.

As we continue to evaluate and work to improve our internal control over financial reporting, management may determine to take additional measures, modify the remediation plan described above or identify additional control deficiencies or material weaknesses. We cannot assure you that our remediation plan will be sufficient to prevent future material weaknesses from occurring. There is no assurance that we will not identify additional material weaknesses or deficiencies in our internal control over financial reporting in the future.

If our senior management is unable to conclude that we have effective internal control over financial reporting, or to certify the effectiveness of such controls, or if our independent registered public accounting firm cannot render an unqualified opinion on our internal control over financial reporting, when required, or if additional material weaknesses or deficiencies in our internal controls are identified, we could be subject to sanctions or investigations by the NYSE, the SEC or other regulatory authorities, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets and our share price may be adversely affected.

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

As a public company, and particularly after we are no longer an emerging growth company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and could also make it more difficult for us to attract and retain qualified members of our Board.

We are evaluating these rules and regulations, and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We are not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act, or Section 404, and therefore are not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a publicly traded company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of control over financial reporting. Though we will be required to disclose material changes in internal control over financial reporting on an annual basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. Additionally, while we remain an emerging growth company, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. To achieve compliance with Section 404 within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. We currently have limited accounting personnel and we have begun the process of evaluating the adequacy of our accounting personnel staffing level and other matters related to our internal control over financial reporting. Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective as required by Section 404. If we identify one or more material weaknesses once we are a public company, it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. As a result, the market price of our Class A ordinary shares could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

A significant portion of our total issued and outstanding Class A ordinary shares are eligible to be sold into the market in the near future, which could cause the market price of our Class A ordinary shares to drop significantly, even if our business is doing well.

Sales of a substantial number of our Class A ordinary shares in the public market, or the perception in the market that the holders of a large number of Class A ordinary shares intend to sell, could reduce the market price of our Class A ordinary shares. After giving effect to the Reorganization Transactions, the sale of Class A ordinary shares in this offering and the concurrent private placement, we will have Class A ordinary shares outstanding (or if the underwriters exercise their option to purchase additional Class A ordinary shares in full). The Class A ordinary shares sold in this offering and the concurrent private placement or issuable pursuant to the equity awards we grant will be freely tradable without restriction under the Securities Act, except as described in the next paragraph with respect to the lock-up arrangements and for any of our Class A ordinary shares that may be held or acquired by our directors, executive officers and other affiliates, as that term is defined in the Securities Act, which will be restricted securities under the Securities Act. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available.

We, our executive officers, directors and existing holders of substantially all of our existing Class A ordinary shares, including the selling shareholders, have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of our Class A ordinary shares or securities convertible into or exchangeable for shares of Class A ordinary shares during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC. Kadi Group

has agreed not to sell or transfer any of our Class A ordinary shares it held immediately prior to this offering during the two-year period commencing from consummation of this offering, subject to limited exceptions. In addition, the Kadi Group has agreed to a 180-day lock-up agreement with the underwriters pursuant to which both of its pre-offering Class A ordinary shares and Class A ordinary shares purchased in the concurrent private placement will be locked up for a period of 180 days, subject to certain exceptions. See “Prospectus Summary—Concurrent Private Placement” for additional information. Such Class A ordinary shares will, however, be able to be resold after the expiration of the lock-up periods, as well as pursuant to customary exceptions thereto or upon the waiver of the lock-up arrangements. See “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our Class A ordinary shares after this offering.

In the future, we may also issue additional securities if we need to raise capital or make acquisitions, which could constitute a material portion of our then-issued and outstanding Class A ordinary shares.

We may not pay dividends on our Class A ordinary shares in the future and, consequently, your ability to achieve a return on your investment will depend on the appreciation in the price of our Class A ordinary shares.

We may not pay any cash dividends on our Class A ordinary shares in the future. Any decision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our Board may deem relevant. In addition, our ability to pay dividends is, and may be, limited by covenants of existing and any future outstanding indebtedness we or our subsidiaries incur. Therefore, any return on investment in our Class A ordinary shares is solely dependent upon the appreciation of the price of our Class A ordinary shares on the open market, which may not occur. See “Dividend Policy.”

Our shareholders may face difficulties in protecting their interests because we are a Cayman Islands exempted company.

Our corporate affairs are governed by our Articles, the Companies Law and the common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under the laws of the Cayman Islands are not as clearly defined as under statutes or judicial precedent in existence in jurisdictions in the United States. Therefore, you may have more difficulty protecting your interests than would shareholders of a corporation incorporated in a jurisdiction in the United States, due to the comparatively less well-developed Cayman Islands law in this area.

A merger or consolidation may proceed under Cayman Islands law in one of two ways: by a court-sanctioned scheme of arrangement or by a statutory merger, see “Description of Share Capital and Articles of Association.” While Cayman Islands law allows a shareholder objecting to a court-sanctioned scheme of arrangement to express a view that such scheme of arrangement would not provide fair value for the shareholder’s shares, Cayman Islands statutory and common law in respect of schemes of arrangement does not specifically provide for shareholder appraisal rights in connection with a merger or consolidation effected by a scheme of arrangement of a company that has otherwise received the prescribed shareholder approval. This may make it more difficult for you to assess the value of any consideration you may receive in a merger or consolidation effected by a scheme of arrangement or to require that the acquirer gives you additional consideration if you believe the consideration offered is insufficient. However, in the event of a merger or consolidation consummated

under the statutory merger regime, Cayman Islands law does provide a mechanism for a dissenting shareholder to require us to apply to the Grand Court for a determination of the fair value of the dissenter’s shares if it is not possible for the company and the dissenter to agree on a fair price within the time limits prescribed.

Shareholders of Cayman Islands exempted companies, such as ours, have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders. Our directors have discretion under our Articles to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

It should be noted that the Cayman Islands law has no legislation specifically dedicated to the rights of investors in securities, and thus no statutorily defined private causes of action to investors in securities such as those found under the Securities Act or the Exchange Act in the United States. Subject to limited exceptions, under Cayman Islands law, a shareholder may not bring a derivative action against the board of directors. Class actions are not recognized in the Cayman Islands, but groups of shareholders with identical interests may bring representative proceedings, which are similar.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management or members of our Board than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Law and the laws applicable to companies incorporated in the State of Delaware and their shareholders, see “Description of Share Capital and Articles of Association.”

Anti-takeover provisions in our organizational documents may discourage or prevent a change of control, even if an acquisition would be beneficial to our shareholders, which could depress the price of our Class A ordinary shares and prevent attempts by our shareholders to replace or remove our current management.

Our Articles contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. Our Board may be removed by an ordinary resolution of our shareholders. In addition, Board vacancies may be filled by an affirmative vote of the remaining Board members. Following the conversion of the Class B ordinary shares the directors shall be divided into three classes designated as Class I, Class II and Class III, respectively as determined by the chairman of our Board at the relevant time, and directors will generally be elected to serve staggered three year terms. These provisions may make it more difficult to remove management.

Our Board has the ability to designate the terms of and issue preferred shares without shareholder approval.

Our Articles contain a prohibition on business combinations with any “interested” shareholder for a period of three years after such person becomes an interested shareholder unless (1) there is advance approval of our Board, (2) the interested shareholder owns at least 85% of our voting shares at the time the business combination commences or (3) the combination is approved by shareholders holding at least two-thirds of the votes attaching to the ordinary shares that are not held by the interested shareholder.

Taken together, these provisions may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our Class A ordinary shares. See “Description of Share Capital and Articles of Association.”

There may be difficulties in enforcing foreign judgments against us, our directors or our management, as well as against the selling shareholders.

Certain of our directors and management and certain of the other parties named in this prospectus reside outside the United States. Most of our assets and such persons’ assets are located outside the United States. As a result, it may be difficult or impossible for investors to effect service of process upon us within the United States or other jurisdictions, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. See “Enforcement of Civil Liabilities.”

In particular, investors should be aware that there is uncertainty as to whether the courts of the Cayman Islands or any other applicable jurisdictions would recognize and enforce judgments of U.S. courts obtained against us or our directors or our management as well as against the selling shareholders predicated upon the civil liability provisions of the securities laws of the United States, or any state in the United States or entertain original actions brought in the Cayman Islands or any other applicable jurisdictions courts against us, our directors or our management, as well as against the selling shareholders predicated upon the securities laws of the United States or any state in the United States.

Farfetch Limited is a holding company with no operations of its own and, as such, it depends on its subsidiaries for cash to fund its operations and expenses, including future dividend payments, if any.

As a holding company, our principal source of cash flow will be distributions or payments from our operating subsidiaries. Therefore, our ability to fund and conduct our business, service our debt and pay dividends, if any, in the future will depend on the ability of our subsidiaries and intermediate holding companies to make upstream cash distributions or payments to us, which may be impacted, for example, by their ability to generate sufficient cash flow or limitations on the ability to repatriate funds whether as a result of currency liquidity restrictions, monetary or exchange controls or otherwise. Our operating subsidiaries and intermediate holding companies are separate legal entities, and although they are directly or indirectly wholly owned and controlled by us, they have no obligation to make any funds available to us, whether in the form of loans, dividends or otherwise. To the extent the ability of any of our subsidiaries to distribute dividends or other payments to us is limited in any way, our ability to fund and conduct our business, service our debt and pay dividends, if any, could be harmed.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our Class A ordinary shares adversely, our share price and trading volume of our Class A ordinary shares could decline.

The trading market for our Class A ordinary shares is influenced by the research and reports that industry or securities analysts publish about us, our business, our market or our competitors. If any of the securities or industry analysts who cover us or may cover us in the future change their recommendation regarding our Class A ordinary shares adversely, or provide more favorable relative recommendations about our competitors, the price of our Class A ordinary shares would likely decline. If any securities or industry analyst who covers us or may cover us in the future were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume of our Class A ordinary shares to decline.

We may be treated as a passive foreign investment company, which could result in material adverse tax consequences for investors in the Class A ordinary shares subject to U.S. federal income tax.

We would be classified as a passive foreign investment company (“PFIC”) for any taxable year if, after the application of certain look-through rules, either: (1) 75% or more of our gross income for such year is “passive income” as defined in the relevant provisions of the Internal Revenue Code of 1986, as

amended (the “Code”), or (2) 50% or more of the value of our assets, determined on the basis of a quarterly average, during such year is attributable to assets that produce or are held for the production of passive income. Based on the currently anticipated market capitalization, which will fluctuate over time, and the current and anticipated composition of our income, assets and operations, we do not expect to be treated as a PFIC for the current taxable year or in the foreseeable future. However, our status as a PFIC in any taxable year requires a factual determination that depends on, among other things, the composition of our income, assets, and activities in each year, and can only be made annually after the close of each taxable year. Therefore, there can be no assurance that we will not be classified as a PFIC for the current taxable year or for any future taxable year. If we are treated as a PFIC for any taxable year during which a U.S. Holder (as defined in “Material U.S. Federal Income Tax Considerations for U.S. Holders”) holds the Class A ordinary shares, the U.S. Holder may be subject to material adverse tax consequences upon a sale, exchange, or other disposition of the Class A ordinary shares, or upon the receipt of distributions in respect of the Class A ordinary shares. We cannot provide any assurances that we will assist investors in determining whether we or any of our non-U.S. subsidiaries are a PFIC for any taxable year. U.S. Holders should consult their tax advisors about the potential application of the PFIC rules to their investment in the Class A ordinary shares. For further discussion, see “Material U.S. Federal Income Tax Considerations for U.S. Holders.”

If a United States person is treated as owning at least 10% of our shares, such holder may be subject to adverse U.S. federal income tax consequences.

Depending upon the aggregate value and voting power of our shares that U.S. persons are treated as owning (directly, indirectly, or constructively), we could be treated as a controlled foreign corporation (“CFC”). Additionally, because our group consists of one or more U.S. subsidiaries, certain of our non-U.S. subsidiaries could be treated as CFCs, regardless of whether or not we are treated as a CFC. If a U.S. person is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of our shares, such person may be treated as a “U.S. shareholder” with respect to each CFC in our group (if any), which may subject such person to adverse U.S. federal income tax consequences. Specifically, a U.S. shareholder of a CFC may be required to annually report and include in its U.S. taxable income its pro rata share of each CFC’s “Subpart F income,” “global intangible low-taxed income” and investments in U.S. property, whether or not we make any distributions of profits or income of a CFC to such U.S. shareholder. If you are treated as a U.S. shareholder of a CFC, failure to comply with these reporting obligations may subject you to significant monetary penalties and may prevent the statute of limitations with respect to your U.S. federal income tax return for the year for which reporting was due from starting. Additionally, a U.S. shareholder that is an individual would generally be denied certain tax deductions or indirect foreign tax credits in respect of its income mandatory income inclusion that may otherwise be allowable to a U.S. shareholder that is a U.S. corporation. We cannot provide any assurances that we will assist investors in determining whether we or any of our non-U.S. subsidiaries are treated as CFCs or whether any investor is treated as a U.S. shareholder with respect to any of such CFC, nor do we expect to furnish to any U.S. shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. U.S. investors should consult their own advisors regarding the potential application of these rules to their investment in the Class A ordinary shares.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that relate to our current expectations and views of future events. These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “believe,” “may,” “will,” “expect,” “estimate,” “could,” “should,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

•

our future financial performance, including our revenue, operating expenses and our ability to maintain profitability and our future business and operating results;

•

our strategies, plans, objectives and goals;

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our use of the net proceeds from the sale of Class A ordinary shares by us in this offering and the concurrent private placement; and

•

our expectations regarding the development of our industry, market size and the competitive environment in which we operate.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors,” including the following:

•

purchasers of luxury products may not choose to shop online in sufficient numbers;

•

our ability to generate sufficient revenue to be profitable or to generate positive cash flow on a sustained basis;

•

the volatility and difficulty in predicting the luxury fashion industry;

•

our reliance on a limited number of retailers and brands for the supply of products on our Marketplace;

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our reliance on retailers and brands to anticipate, identify and respond quickly to new and changing fashion trends, consumer preferences and other factors;

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our reliance on retailers and brands to make products available to our consumers on our Marketplace and to set their own prices for such products;

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our reliance on information technologies and our ability to adapt to technological developments;

•

our ability to acquire or retain consumers and to promote and sustain the Farfetch brand;

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our ability or the ability of third parties to protect our sites, networks and systems against security breaches, or otherwise to protect our confidential information;

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our ability to successfully launch and monetize new and innovative technology;

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our dependence on highly skilled personnel, including our senior management, data scientists and technology professionals, and our ability to hire, retain and motivate qualified personnel; and

•

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results or performance may be materially different from what we expect.

USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately $ million, assuming an initial public offering price per share of $ , which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated expenses of the offering that are payable by us, and approximately $ million from the concurrent private placement, assuming an initial public offering price per share of $ , which is the midpoint of the price range set forth on the cover page of this prospectus. If the underwriters exercise their over-allotment option in full, these numbers would increase to $ million and $ million, respectively.

Each $1.00 increase (decrease) in the assumed initial public offering price per share would increase (decrease) our net proceeds, after deducting the estimated underwriting discounts and estimated commissions and expenses, by $ , assuming that the number of Class A ordinary shares offered by us, as set forth on the cover of this prospectus, remains the same. Each increase (decrease) of 1,000,000 Class A ordinary shares in the number of Class A ordinary shares offered by us would increase (decrease) our net proceeds, after deducting the estimated underwriting discounts and commissions and estimated expenses, by approximately $ million, assuming no change in the assumed initial public offering price per share. Expenses of this offering will be paid by us.

We will not receive any proceeds from the sale of Class A ordinary shares by the selling shareholders.

The principal purposes of this offering are to create a public market for our Class A ordinary shares, facilitate access to the public equity markets, increase our visibility in the marketplace, as well as to obtain additional capital. We intend to use the net proceeds from this offering and the concurrent private placement for working capital, to fund incremental growth and other general corporate purposes, including possible acquisitions. However, we do not currently have any definitive or preliminary plans with respect to the use of proceeds for such purposes.

The amount of what, and timing of when, we actually spend for these purposes may vary significantly and will depend on a number of factors, including our future revenue and cash generated by operations and the other factors described in “Risk Factors.” Accordingly, we will have broad discretion in deploying the net proceeds of this offering and the concurrent private placement.

DIVIDEND POLICY

We do not anticipate paying any cash dividends on our ordinary shares in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and expansion of our business. However, if we do pay a cash dividend on our ordinary shares in the future, we will pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law.

The amount of any future dividend payments we may make will depend on, among other factors, our strategy, future earnings, financial condition, cash flow, working capital requirements, capital expenditures and applicable provisions of our Articles. Any profits or share premium we declare as dividends will not be available to be reinvested in our operations.

Moreover, we are a holding company that does not conduct any business operations of our own. As a result, we are dependent upon cash dividends, distributions and other transfers from our subsidiaries to make dividend payments.

Any dividends we declare on our shares will be in respect of both our Class A ordinary shares and Class B ordinary shares and will be distributed such that a holder of one of our Class B ordinary shares will receive the same amount of the dividends that are received by a holder of one of our Class A ordinary shares. We will not declare any dividend with respect to the Class A ordinary shares without declaring a dividend on the Class B ordinary shares, and vice versa.

We have not paid dividends in the six months ended June 30, 2017 and 2018 and the years ended December 31, 2015, 2016 and 2017.

CAPITALIZATION

The table below sets forth our cash and cash equivalents and capitalization as of June 30, 2018:

•

on an actual basis;

•

on a pro forma basis to reflect the Reorganization Transactions; and

•

on a pro forma as adjusted basis to give effect to: (1) the Reorganization Transactions, (2) the issuance and sale of Class A ordinary shares in this offering at the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and (3) the issuance and sale of Class A ordinary shares in the concurrent private placement at the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

Investors should read this table in conjunction with our audited financial statements and notes thereto included in this prospectus as well as “Use of Proceeds” “Selected Consolidated Financial and Operating Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


	As of June 30, 2018
	Actual			Pro Forma	Pro Forma As Adjusted⁽¹⁾
	(in thousands, except share and per share data)
Cash and cash equivalents		$336,982		$	$

Total debt, including current portion	$	—
Shareholders’ equity:
Share capital		7,374
Issued capital:
Class A ordinary shares		—
Class B ordinary shares		—
Share premium		782,177
Foreign exchange and other reserves		40,572
Accumulated losses		(397,585	)

Total shareholders’ equity		432,538

Total capitalization		$432,538		$	$

(1)

A $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease the pro forma as adjusted amount of each of cash and cash equivalents, share premium, total shareholders’ equity and total capitalization by approximately $ million, assuming the number of Class A ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. An increase or decrease of 1,000,000 shares in the number of Class A ordinary shares offered by us, as set forth on the cover page of this prospectus, would increase or decrease the pro forma as adjusted amount of each of cash and cash equivalents, share premium, total shareholders’ equity and total capitalization by approximately $ million, assuming no change in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions.

The number of our shares shown as outstanding in the table above excludes:

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Class A ordinary shares issuable upon the exercise of share options outstanding as of June 30, 2018 at a weighted average exercise price of $ per share;

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Class A ordinary shares reserved for future issuance under our employee share option programs as described in “Management—Long-Term Incentive Plans;” and

•

Class A ordinary shares issuable upon the exercise of warrants outstanding at a weighted exercise price of , which will remain outstanding following the consummation of this offering.

DILUTION

If you invest in our Class A ordinary shares, your interest will be diluted to the extent of the difference between the initial public offering price per share and the pro forma as adjusted net tangible book value per share immediately following the consummation of this offering and the concurrent private placement.

At June 30, 2018, we had a historical net tangible book value of $ million, corresponding to a net tangible book value of $ per share. Net tangible book value per share represents the amount of our total assets less our total liabilities, excluding goodwill and other intangible assets, divided by the total number of our ordinary shares outstanding, after giving effect to the Reorganization Transactions.

After giving effect to the sale by us of Class A ordinary shares in this offering at the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and of Class A ordinary shares in the concurrent private placement at the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, our pro forma as adjusted net tangible book value at June 30, 2018 would have been approximately $ million, representing $ per share. This represents an immediate increase in pro forma net tangible book value of $ per share to existing shareholders and an immediate dilution in net tangible book value of $ per share to new investors purchasing Class A ordinary shares in this offering at the assumed initial public offering. Dilution per share to new investors is determined by subtracting pro forma as adjusted net tangible book value per share after this offering from the assumed initial public offering price per share paid by new investors.

The following table illustrates this dilution to new investors purchasing Class A ordinary shares in the offering.



Assumed initial public offering price		$
Pro forma net tangible book value per share	$
Increase in net tangible book value per share attributable to this offering and the concurrent private placement

Pro forma as adjusted net tangible book value per share

Dilution in pro forma net tangible book value per share to new investors		$

If the underwriters exercise their option to purchase additional Class A ordinary shares from us in full and the corresponding increase of shares offered in the concurrent private placement, our pro forma as adjusted net tangible book value per share after this offering would be $ per share, representing an immediate increase in pro forma as adjusted net tangible book value per share of $ per share to existing shareholders and immediate dilution of $ per share in pro forma as adjusted net tangible book value per share to new investors purchasing Class A ordinary shares in this offering, based on an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, respectively, would increase (decrease) the pro forma as adjusted net tangible book value after this offering by $ per share and the dilution per share to new investors in the offering by $ per share, assuming that the number of Class A ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same.

The following table summarizes, as of June 30, 2018, the total number of Class A ordinary shares purchased from us and the concurrent private placement, the total consideration paid to us and the average price per share paid by the existing shareholders and by new investors purchasing Class A ordinary shares in this offering


	Shares Purchased				Total Consideration				Average Price Per Share
	Number	Percent			Number	Percent			Average Price Per Share
Existing shareholders				%	$			%	$
Concurrent private placement
New investors

Total			100	%	$		100	%	$

The total number of shares reflected in the discussion and tables above is based on Class A ordinary shares outstanding as of June 30, 2018 and does not reflect the shares purchased by new investors from the selling shareholders.

Sales by the selling shareholders in this offering will reduce the number of ordinary shares held by existing shareholders to , or approximately % of the total number of ordinary shares outstanding after the offering.

If the underwriters exercise their option to purchase additional ordinary shares in full and the corresponding increase of shares offered in the concurrent private placement, the following will occur:

•

the percentage of our ordinary shares held by existing shareholders will decrease to approximately % of the total number of our ordinary shares outstanding after this offering and the concurrent private placement; and

•

the percentage of our ordinary shares held by new investors will increase to approximately % of the total number of our ordinary shares outstanding after this offering and the concurrent private placement.

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

We prepare our consolidated financial statements in accordance with IFRS as issued by IASB. The following selected historical consolidated financial data as of December 31, 2016 and 2017 and for the years ended December 31, 2015, 2016 and 2017 has been derived from our audited consolidated financial statements, which are included elsewhere in this prospectus. The summary historical consolidated financial data as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 has been derived from our unaudited interim condensed consolidated financial statements, which are included elsewhere in this prospectus. The unaudited interim condensed consolidated financial statements reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair statement of the results for the unaudited interim periods. Our historical results for any prior period are not necessarily indicative of results expected in any future period.

The financial data set forth below should be read in conjunction with, and are qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere in this prospectus.


	Six months ended June 30,						Year ended December 31,
	2017			2018			2015			2016			2017
	(in thousands except share and per share data)
Consolidated Statement of Operations Data:
Revenue		$172,571			$267,508			$142,305			$242,116			$385,966
Cost of revenue		(78,223)			(130,643	)		(69,702	)		(125,238	)		(181,200	)

Gross profit		94,348			136,865			72,603			116,878			204,766

Selling, general and administrative expenses		(125,762	)		(208,801	)		(130,073	)		(205,558	)		(299,260	)

Share of profits of associates		15			24			—			18			31

Operating loss		(31,399	)		(71,912	)		(57,470	)		(88,662	)		(94,463	)
Net finance income/(costs)		1,690			4,218			(4,265	)		7,402			(17,642	)

Loss before tax		(29,709	)		(67,694	)		(61,735	)		(81,260	)		(112,105	)
Income tax credit/(expense)		429			(714	)		628			(199	)		(170	)

Loss after tax		$(29,280	)		$(68,408	)		$(61,107	)		$(81,459	)		$(112,275	)

Loss per share attributable to owners of the parent:
Basic and diluted		$(0.75	)		$(1.42	)		$(1.80	)		$(2.21	)		$(2.62	)
Weighted average shares outstanding:
Basic and diluted		39,254,535			48,316,103			33,610,279			36,864,992			42,867,409

Consolidated Statement of Cash Flow Data:
Net cash outflow from operating activities		$(25,967	)		$(105,962	)		$(37,258	)		$(47,079	)		$(59,320	)
Net cash outflow from investing activities		(12,840	)		(27,393	)		(27,571	)		(16,961	)		(28,863	)
Net cash inflow from financing activities		$299,639			$82,269			$77,414			$161,173			$300,142


	As of June 30,		As of December 31,
	2018		2016		2017
	(in thousands)
Consolidated Statement of Financial Position Data:
Non-current assets		$127,958		$64,128	$	110,266
Current assets		472,547		180,904		452,792
Total assets		600,505		245,032		563,058
Current liabilities		155,999		89,425		155,890
Non-current liabilities		11,968		36,691		10,265
Total liabilities		167,967		126,116		166,155
Share capital and premium		789,551		348,832		686,972
Total equity		$432,538	$	118,916	$	396,903

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section entitled “Selected Consolidated Financial and Operating Data,” our historical consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of this prospectus. Actual results could differ materially from those contained in any forward-looking statements.

On May 15, 2018, Farfetch Limited was incorporated under the laws of the Cayman Islands to become the holding company of Farfetch.com Limited and its subsidiaries pursuant to the Reorganization Transactions. See “Prospectus Summary—The Reorganization Transactions” for a complete description of the Reorganization Transactions. Farfetch Limited has engaged solely in operations and activities incidental to its formation, the Reorganization Transactions and the initial public offering of our Class A shares. Accordingly, financial information for Farfetch Limited and a discussion and analysis of its results of operations and financial condition for the period of its operations prior to the Reorganization Transactions would not be meaningful and are not presented. Following the Reorganization Transactions, the historical consolidated financial statements of Farfetch Limited will include the historical consolidated financial results of Farfetch Limited and its consolidated subsidiaries for all periods presented. When we refer to the Consolidated Group or Group, we are referring to Farfetch Limited and its consolidated subsidiaries.

Overview

We are a technology company at our core and have created a purpose-built platform for the luxury fashion industry. Our platform consists of three main components:

•

Applications. The Farfetch Marketplace is the primary application on our platform. In addition, we continue to build other offerings including Farfetch Black & White and Farfetch Store of the Future.

•

Services. We have invested in and developed an integrated service offering, including content creation and end-to-end logistics. This enables us to offer the high-quality environment required by the luxury ecosystem.

•

Data. We use our rich data sets and proprietary algorithms to deliver an enhanced consumer experience and create better businesses for retailers and brands. Our data insights drive operational efficiencies that create value for all partners on our platform.

The Farfetch Marketplace is the first and largest application built on our platform and is currently the source of over 90% of our revenue. As of June 30, 2018, the Farfetch Marketplace connected

over 2.3 million Marketplace consumers in 190 countries to over 980 luxury sellers. For consumers, we provide curated access to the highly fragmented supply of luxury merchandise. For luxury sellers, we facilitate connection to the deepest pool of luxury consumers across the world. Aggregating a large number of luxury sellers requires long and careful relationship building and acts as a significant barrier to entry. We have carefully nurtured these relationships for a decade. Our Marketplace model allows us to offer the broadest and deepest selection of luxury fashion available online globally, while incurring minimal inventory risk and without capital-intensive retail operations.

Our business has grown significantly, as evidenced by the following:

•

As of December 31, 2017, we had 935,772 Active Consumers, up 43.6% since December 31, 2016. As of December 31, 2016, we had 651,674 Active Consumers, up 56.8% since December 31, 2015.

•

Our GMV was $909.8 million in 2017, up 55.3% over 2016, and was $585.8 million in 2016, up 53.4% from 2015.

•

Our revenue was $386.0 million in 2017, up 59.4% over 2016, and was $242.1 million in 2016, up 70.1% from 2015.

•

Our Adjusted Platform Revenue was $296.4 million in 2017, up 63.8% over 2016, and was $180.9 million in 2016, up 69.4% from 2015.

Our History

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Our Business Model

We generate income from transactions between sellers and consumers conducted on our platform. Transactions generate GMV, which we collect and remit to sellers after deducting our income, which is based on a revenue-share model. This represents the majority of our income.

Our revenue is the combination of three streams:

•

Adjusted Platform Revenue, which primarily includes commissions based on Third-Party Take Rate. To a lesser extent, we generate revenue from the sale of inventory on the platform that is directly purchased by our Browns boutiques and sold online where revenue is equal to the GMV of such sales.

•

Platform Fulfilment Revenue, which comes from shipping and customs clearing services that we provide to our consumers in relation to fulfilling transactions on our platform, net of consumer promotional incentives, such as free shipping and promotional codes, against this revenue.

•

Browns In-Store Revenue, which is the revenue generated in Browns retail stores.

We focus on Adjusted Platform Revenue, as we think this best represents the economic value being generated by the platform.

For the year ended December 31, 2017, our revenue was $386.0 million, being:

• $296.4 million of Adjusted Platform Revenue, which includes $256.8 million of commission from third-party sellers and other platform income and $39.6 million of first-party revenue;

• $74.2 million of Platform Fulfilment Revenue; and

• $15.4 million of Browns In-Store Revenue.

Platform Gross Profit represents Adjusted Platform Revenue and Platform Fulfilment Revenue less our cost of revenue, which is transaction processing fees, customs duties, shipping costs, packaging and other direct order related costs. Platform Gross Profit as a percentage of Adjusted Platform Revenue reflects the value of platform transactions before demand generation expense.

See below for a graphical description of our consolidated revenue for the year ended December 31, 2017 as an illustration.

Visual Representation of GMV, Revenue and Gross Profit

For the year ended December 31, 2017

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For the year ended December 31, 2017, Platform GMV was $894.4 million, including $74.2 million of Platform Fulfilment Revenue.

Platform GMV is generated by the Farfetch Marketplace, which contributed over 95% of Platform GMV for the year ended December 31, 2017. Platform GMV is also generated by Farfetch Black & White, our modular white-label ecommerce solution that provides brands and retailers with services ranging from a full-service branded ecommerce solution to individual off-the-shelf components.

Browns is an iconic British fashion and luxury goods boutique. Browns operates two retail stores in London and also leverages applications on our platform. Ownership of Browns enables us to understand the fashion ecosystem through the lens of a boutique. In addition to enhancing our credibility in fashion, Browns also serves the critical mission of pioneering innovations developed under our Augmented Retail strategy, including providing a luxury fashion boutique environment to test our Farfetch Store of the Future technology. For the year ended December 31, 2017, Browns generated $15.4 million of Browns In-Store Revenue.

Over time, we plan to monetize other aspects of our platform. The first example of our Augmented Retail strategy is Farfetch Store of the Future, a suite of technologies that aims to improve retail productivity by capturing consumer data and enhancing interactions between consumers and sales associates, both in store and when the consumer interacts with the retailer or brand offline. We believe the future of luxury fashion retail will be defined by the reinvention of the consumer experience through online and offline integrations, and we are investing in innovation to achieve this vision.

Factors Affecting our Financial Condition and Results of Operations

Our financial condition and results of operations have been, and will continue to be, affected by a number of important factors, including the following:

Growth and Quality of our Luxury Supply

Our business model allows us to offer consumers the broadest and deepest selection of luxury, with a high stock value while incurring minimal inventory risk, by combining supply from a large number of globally distributed luxury sellers. Our success depends on the participation of these luxury sellers on the Farfetch Marketplace, their highly curated range of products and our ability to effectively sell these goods.

We have a rigorous framework to assess retailers and brands. Boutique selection is based on their brand assortment, category focus, market reputation and strength of buying. Brand selection is based on demand and trends, so that we offer our consumers access to the best, most current and most desirable products.

As of June 30, 2018, we had 989 luxury sellers on the Farfetch Marketplace, of which 614 were retailers and 375 were brands who sell directly on our Marketplace. A key driver of our SKU and stock value growth has been the inclusion of brands selling directly on our platform, growing from 49 brands as of December 31, 2015 to 300 as of December 31, 2017. The combined power of our retailers and brands means, as of the same date, we had over 3,200 different brands available on the Farfetch Marketplace, ranging from heritage brands to emerging designers.

We have strong relationships with our luxury sellers. Of our 614 retailers, 98% have entered into an exclusive relationship with us. In the last three years, we have retained all of our top 100 retailers, and all but one of our top 100 brands, excluding those we terminated for poor performance.

The selection of merchandise for sale on the Farfetch Marketplace must meet the needs of constantly evolving consumer tastes and adapt to rapidly changing fashion trends. Therefore, our success is also dependent on the ability of our luxury sellers to anticipate, identify and translate changing fashion trends and consumer demands into timely and appropriately curated product offerings. We constantly provide our partners with fashion insight that comes from our analysis of browsing, sales and returns data trends across the Farfetch Marketplace, as well as the offline sales data points that come from our real-time integrations with our luxury sellers.

The breadth and depth of inventory available through the Farfetch Marketplace is reflected in our stock value. Brands and designers typically have two primary seasonal collections per year, spring/summer and fall/winter. For the 2018 spring/summer season, we had 5.7 million stock units available on our Marketplace, with an aggregate stock value of $2.4 billion, up from 3.9 million stock units available with an aggregate stock value of $1.8 billion for the 2017 fall/winter season. The figures below represent the cumulative stock value uploaded and stock units available on our Marketplace in each key selling season of the fashion year.


Stock Value⁽¹⁾ ($ billions)		Stock Units (millions)

(1) Stock Value means the combined amount of all stock units available on our Marketplace multiplied by each item’s retail unit price.

We expect to continue to grow the stock value and stock units on our Marketplace from existing luxury sellers, adding luxury sellers from new geographies, large multi-brand retailers and new brands.

Growth, Engagement and Retention of Our Active Consumers

Platform GMV and revenue grow as a result of acquiring and retaining Active Consumers, increasing the Number of Orders and driving an increase in our AOV.

As of June 30, 2018, we had 1,118,047 Active Consumers, up from 796,297 as of June 30, 2017. As of December 31, 2017, we had 935,772 Active Consumers, up from 651,674 as of December 31, 2016. The Number of Orders for the six months ended June 30, 2018 was 1,305,297, up from 853,195 for six months ended June 30, 2017. The Number of Orders for the year ended December 31, 2017 was 1.9 million, up from 1.3 million for the year ended December 31, 2016. The figures below represent the growth of Active Consumers and Number of Orders for the years ended December 31, 2015, 2016 and 2017.

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Note: Number of orders net of cancellations.

We have been able to grow Platform GMV from both new and existing consumers since launching the Farfetch Marketplace in 2008. While we continue to acquire new consumers, the share of Platform GMV from existing consumers has also increased over time, indicating our ability to retain existing consumers. Existing consumers generated 55.6% of GMV from our Marketplace in the year ended December 31, 2017, up from 49.1% in the year ended December 31, 2016 and 46.8% in the year ended December 31, 2015.

We define new consumers as those who placed their first order on our Marketplace. The figures below represent our GMV from our Marketplace by consumer cohort for the year ended December 31, 2017.

LOGO

We expect growth in new consumers to be driven by further penetration of the luxury consumer market, including growing our business in emerging markets, such as China, the Middle East, Latin America and Eastern Europe.

Cost of Consumer Acquisition and Engagement

Our financial performance also depends on the expenses we incur to attract and retain consumers.

Demand generation expense consists primarily of fees that we pay our various media and affiliate partners. We will continue to invest in consumer acquisition and retention while the underlying consumer unit economics indicate the return on investment is strong. While we expect these expenses to increase as we continue to grow, we expect such expenses to decrease as a percentage of Adjusted Revenue over time as we continue to improve the efficiency of our demand generation activities and the percentage of our business related to existing consumers increases. In particular, we have recently gained efficiencies in our performance marketing spend by leveraging the large volume of product performance data that we have available to enhance our media bidding decisions across paid search, meta-search and online display. We also expanded our network of active media partners, which extended our audience reach and further diversified its overall media mix. The cost of marketing to our existing consumers has also improved as adoption of our iOS and Android apps has increased, allowing for use of low or no cost in-app notifications to app users and by running highly personalized activation campaigns across social and online display channels.

In determining how successful our consumer acquisition and retention strategy is, we closely monitor the initial Consumer Acquisition Cost (“CAC”), the Lifetime Value of a Consumer (“LTV”) and Platform Order Contribution Margin. These performance indicators enable us to assess the strength of the short-term and long-term consumer unit economics.

•

CAC means demand generation expense attributable only to new consumer acquisition during a specific time period divided by the number of new consumers acquired during the same period.

•

LTV means cumulative Platform Order Contribution, calculated as gross profit less demand generation expense, excluding demand generation expense attributable to any new consumer acquisition, over a period of time attributable to a particular consumer cohort since the acquisition of those consumers divided by the number of consumers acquired during the cohort period. Each consumer cohort is defined as consumers who have been acquired during a specific period.

•

Platform Order Contribution Margin means Platform Order Contribution as a percentage of Adjusted Platform Revenue during a particular financial period.

We deploy our demand generation expense across a variety of channels, such as search engine marketing, search engine optimization, display advertising and affiliate marketing, and we monitor on a real-time basis the aggregate LTV of each cohort and the return on CAC across each channel. We adjust and re-allocate our demand generation expense across channels, customer segments and geographical markets to optimize for efficiencies based on real-time changes in the advertising marketplace. We also consider the efficiency of allocating demand generation expense between acquiring new consumers or targeting existing consumers. We manage our demand generation expense to a daily Platform Order Contribution target.

The LTV/CAC ratio illustrates the LTV on average each consumer generates as a multiple of CAC. Our increased LTV/CAC ratio demonstrates that each cohort is becoming more valuable. We believe we can generate a higher LTV over time or can spend less on demand generation to achieve a comparable return. The following indicators illustrate the efficiency of our consumer acquisition economics to date:

•

Six month LTV/CAC ratio for the years ended December 31, 2015, 2016 and 2017 cohorts was 1.42, 1.53 and 1.72, respectively; and

•

Platform Order Contribution Margin for the years ended December 31, 2015, 2016 and 2017 was 33.0%, 35.0% and 43.0%, respectively.

Lifetime Value of a Consumer to Consumer Acquisition Cost Ratios

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Across each of these cohorts, the payback period on CAC has been consistently less than six months. Our LTV/CAC ratios for more recently acquired cohorts have been stronger than earlier cohorts, as we have managed to lower our CAC and increase our LTV of acquired consumers over time. This has allowed us to increase total consumer acquisition spend, and as a result, increase our number of new Marketplace consumers.

We also generate highly attractive consumer economics. While we are continuously focused on adding new Active Consumers to the Farfetch Marketplace, we are also focused on increasing their purchase frequency and Average Order Value after their initial purchase, while lowering retention expenditure. As a result, our existing consumers have typically generated a higher Platform Order Contribution Margin over time.

The chart below illustrates the Order Contribution Margin attributable to our new and existing consumers along with their overall Order Contribution Margin on the Farfetch Marketplace in each of the years ended December 31, 2015, 2016 and 2017. As we have increased the proportion of our business derived from existing consumers, driven by higher retention rates and order frequency, we have also seen a corresponding increase in our blended Order Contribution Margin attributable to our Marketplace over time, driving the overall Platform Order Contribution Margin.

Marketplace Order Contribution Margin (% Adjusted Marketplace Revenue)

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Fulfilment

To facilitate and grow our platform, we provide fulfilment services to Marketplace consumers and receive revenue from the provision of these services, which is by and large a pass-through cost with no economic benefit to us, and therefore we calculate our Adjusted Revenue excluding Platform Fulfilment Revenue. We offer our platform partners access to a fully integrated logistics network, which enables them to ship to consumers in 190 countries. This is an essential part of the consumer proposition and provides an unparalleled luxury experience. We have developed a comprehensive cross-border network for delivery, provided by leading third-party partners globally, which also provides Marketplace consumers with a free, simple and efficient returns process. In 2017, 91% of our orders were cross border. We have invested significant resources into developing this network, and this has created a significant competitive advantage and economies of scale.

Scaling our Global Platform

We will continue to invest in our smart supply chain management and luxury customer care to provide our consumers with a differentiated global product offering but localized consumer experience. Our end-to-end operations include in-house content creation to achieve a luxury product presentation, localized interfaces, multilingual customer service, secure payment methods and seamless customs clearance and tariffs navigation. While we expect our operational expenses to increase as we continue to grow, we expect such expenses to decrease as a percentage of Adjusted Revenue over time as we continue to achieve economies of scale and deliver operating leverage.

Investments in Technology and Innovation

We will continue to invest in people, product and infrastructure to maintain and grow our platform and to drive technological innovation in the luxury industry. Our technology expense in the six months ended June 30, 2018 was $31.0 million, up 178.9% from $11.1 million in the six months ended June 30, 2017. Our technology expense has increased as we continue to recruit additional personnel and to develop our technology expertise across the full spectrum of engineering, architecture, infrastructure, data engineering, integrations, security, agile and project management, and information systems and planning. As of December, 31, 2017, we had 802 full-time data scientists, engineers and product employees, representing 35.0% of our total headcount. We plan to increase our technology headcount, including additional data scientists and engineers, to approximately 1,500 people by the end of 2018.

We are also executing on our vision for Augmented Retail, including Farfetch Store of the Future. Our Augmented Retail vision reflects the retail experience of the future by giving retailers visibility of their consumers’ preferences, both in store and online, enabling them to enhance the services they can offer. With this in mind, we have developed a range of services and technologies to progress innovation in the luxury industry. As part of the investment into this area, in February 2018, we announced a multi-year global innovation partnership with CHANEL, through which we will work together to develop a range of digital initiatives to deliver a superior consumer experience both offline and online. The partnership is the first of its kind in the luxury retail industry. Through these investments in technology and innovation, we hope to continue to execute on our vision of becoming the technology partner of choice for the luxury industry.

These investments will generate losses in the near term and could therefore delay our ability to achieve overall profitability or reduce our profitability in the near term.

Other Factors Affecting Our Performance

Results of our operations are impacted by a number of other factors, including seasonality and foreign exchange fluctuations:

Seasonality. Our business is seasonal in nature, broadly reflecting traditional retail seasonality patterns through the calendar year. As such, GMV and revenue have been historically higher in the fourth calendar quarter of each year than in other quarters. We believe seasonality may continue to impact our quarterly results.

Foreign currency fluctuations. The global nature of our platform business means that we earn revenue and incur expenses in a number of different currencies. Movements in exchange rates therefore impact our results and cash flows. Foreign exchange exposure is created by the currency received, determined by the consumer’s location, and the currency we pay to the retailer and brand is determined by their location. This results in transactional foreign currency exposure. Our general policy is to hedge this transactional exposure using forward foreign exchange contracts. We do not hedge translation risk.

Key Operating and Financial Metrics

The key operating and financial metrics we use are set forth below. The following table sets forth our key performance indicators for the six months ended June 30, 2017 and 2018 and the years ended December 31, 2015, 2016 and 2017.


	Six months ended June 30,						Year ended December 31,
	2017			2018			2015			2016			2017
	(in thousands, unless stated otherwise)
Consolidated Group:
GMV	$	394,506		$	631,235		$	381,809		$	585,842		$	909,826
Revenue		172,571			267,508			142,305			242,116			385,966
Adjusted Revenue(1)		138,811			216,957			113,688			193,605			311,784
Technology Expense		11,128			31,031			6,741			12,269			31,611
Adjusted EBITDA(1)		(13,972	)		(49,075	)		(47,375	)		(53,380	)		(58,079	)
Adjusted EBITDA Margin(1)		(10.1	%)		(22.6	%)		(41.7	%)		(27.6	%)		(18.6	%)


	Six months ended June 30,						Year ended December 31,
	2017			2018			2015			2016			2017
	(in thousands, unless stated otherwise)

Platform:
Platform GMV	$	387,175		$	624,044		$	374,915		$	573,174		$	894,392
Platform Revenue
Adjusted Platform Revenue⁽¹⁾		131,480			209,766			106,794			180,937			296,350
Platform Fulfilment Revenue		33,760			50,551			28,617			48,511			74,182
Platform Gross Profit⁽²⁾		90,494			133,587			69,355			111,762			196,581
Platform Order Contribution Margin⁽²⁾		46.7	%		44.0	%		33.0	%		35.0	%		43.0	%
Third-Party Take Rate		33.7	%		31.7	%		30.0	%		31.3	%		32.9	%

*Farfetch Marketplace:*
Active Consumers		796.3			1,118.0			415.7			651.7			935.8
Number of Orders		853.2			1,305.3			800.5			1,259.7			1,881.0
Average Order Value (actual)		$591.7			$622.1			$586.8			$583.6			$620.0

(1)	Please see footnote 2 to “Prospectus Summary—Summary Consolidated Financial and Operating Data” for a reconciliation of non-IFRS financial measures to the most directly comparable IFRS financial performance measure and why we consider it useful.

(2)	Please see footnote 3 to “Prospectus Summary—Summary Consolidated Financial and Operating Data” for a reconciliation of non-IFRS financial measures to the most directly comparable IFRS financial performance measure and why we consider it useful.

Gross Merchandise Value (“GMV”) means the total dollar value of orders processed. GMV is inclusive of product value, shipping and duty. It is net of returns, value added taxes and cancellations. GMV does not represent revenue earned by us, although GMV and revenue are correlated.

Adjusted Revenue means revenue less Platform Fulfilment Revenue.

Technology Expense consists of technology research and development, staffing costs and other IT costs, including software licensing. We have a policy of capitalizing development staffing costs when intangible asset recognition criteria are met, and therefore, these capitalized costs are not included in technology expense. These are subsequently amortized and included as depreciation and amortization. Other technology related costs are expensed as incurred.

Adjusted EBITDA means loss after taxes before net finance costs/(income), income tax (credit)/expense and depreciation and amortization, further adjusted for share based compensation expense, other items and share of results of associates. Adjusted EBITDA provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance. Adjusted EBITDA may not be comparable to other similarly titled metrics of others.

Adjusted EBITDA Margin means Adjusted EBITDA calculated as a percentage of Adjusted Revenue.

Platform GMV is consistent with the definition for GMV given above but excludes Browns In-Store Revenue.

Adjusted Platform Revenue means Adjusted Revenue less Browns In-Store Revenue. Adjusted Platform Revenue is driven by our Platform GMV, including revenue from first-party sales, and Third-Party Take Rate. The revenue realized from first-party sales is equal to the GMV of such sales because we act as principal in these transactions, and thus related sales are not commission based.

Adjusted Marketplace Revenue means Adjusted Platform Revenue after deducting platform revenue not derived from the Farfetch Marketplace.

Platform Fulfilment Revenue means revenue from shipping and customs clearing services that we provide to our consumers, net of consumer promotional incentives, such as free shipping and promotional codes.

Platform Gross Profit means gross profit excluding Browns In-Store Gross Profit.

Platform Order Contribution means gross profit after deducting demand generation expense, which includes fees that we pay for our various marketing channels. Platform Order Contribution provides an indicator of our ability to extract consumer value from our demand generation expense, including the costs of retaining existing consumers and our ability to acquire new consumers.

Marketplace Order Contribution means Platform Order Contribution after deducting Platform Order Contribution not derived from the Fartech Marketplace.

Platform Order Contribution Margin means Platform Order Contribution calculated as a percentage of Adjusted Platform Revenue.

Third-Party Take Rate means Adjusted Platform Revenue excluding revenue from first-party sales, as a percentage of GMV excluding GMV from first-party sales and Platform Fulfilment Revenue. Revenue from first-party sales, which is equal to GMV from first-party sales, means revenue derived from sales on our platform of inventory purchased by us.

Active Consumers means active consumers on the Farfetch Marketplace. A consumer is deemed to be active if they made a purchase on the Farfetch Marketplace within the last 12-month period, irrespective of cancelations or returns. The number of Active Consumers is an indicator of our ability to attract and retain an increasingly large consumer base to our platform and of our ability to convert platform visits into sale orders.

Number of Orders means the total number of consumer orders placed on the Farfetch Marketplace, gross of returns and net of cancellations, in a particular period. An order is counted on the day the consumer places the order. The Number of Orders represents an indicator of our ability to generate sales opportunities for luxury sellers through our Marketplace. Analyzed in the context of Active Consumers, the Number of Orders provides an indicator of our ability to attract recurring purchases on our platform and also, the effectiveness of our targeted advertising.

Average Order Value (“AOV”) means the average value of all orders placed on the Farfetch Marketplace excluding value added taxes.

Browns In-Store Revenue means revenue generated in our Browns retail stores.

Components of our Results of Operations

Revenue. We generate revenue through commissions on sales through the Farfetch Marketplace and on services rendered to our consumers and sellers, including those offered via our Marketplace and Farfetch Black & White. We also generate revenue through the sale of goods via Browns retail stores.

Our primary source of service revenue is from the provision of platform services. We act as an arranger through connecting sellers to consumers. We are also responsible for providing fulfilment services, which includes the provision of shipping services to the consumers and packaging materials and credit card processing to sellers. When we act as a commercial intermediary between sellers and final consumers, revenue recognized represents commission earned for operation of the Farfetch Marketplace, including fulfilment services. The services rendered also include payment and other related services provided by us. Our commission generated on sales is based on the contractual agreement we have with each seller, where we earn a percentage based on the value of sales conducted through the Farfetch Marketplace. Our commission is a blended commission because it is attributable to a mix of the different types of services that we provide. We recognize commissions and non-shipping service revenue when the goods are dispatched to the consumer by the sellers. A provision for expected returns is made against this. As we provide shipping services to the consumer, shipping revenue is recognized on delivery to the consumer. Promotional incentives may be periodically offered to consumers. When we bear the costs of promotional incentives, these costs are recognized as deductions to revenue.

Revenue from the sale of goods is net of returns and allowances, trade discounts and volume rebates. Revenue is recognized when the performance obligation is satisfied, which is when the goods are received by the consumer. Included within sales of goods is a provision for expected returns, discounts and rebates.

Cost of Revenue. Cost of revenue includes shipping costs, duties, credit card fees and packaging. The components of cost of revenue are variable in nature and fluctuate with changes in revenue.

Selling, General and Administrative. Our selling, general and administrative expenses primarily consist of demand generation, technology expense, salaries, bonuses, benefits and share based compensation for our employees, and outside consulting, legal and accounting services, as well as facilities and other overhead costs. Our demand generation expense consists primarily of fees that we pay for our various marketing channels such as search engine marketing, search engine optimization, display, digital advertising and affiliate marketing to drive consumer acquisition and retention. We expect that our selling, general and administrative expenses will increase for the foreseeable future as we grow our business, as well as to cover the additional cost and expenses associated with becoming a publicly listed company. When we have an obligation in certain jurisdictions to settle employment related taxes on share based payments received by employees, these are provided for based on the intrinsic value of the vested share options. The Board may, from time to time, elect to settle employment related taxes on share based payments, which could result in an increase in our share based payments payment expense. In the third quarter of 2018, the Board has elected to settle employment related taxes on share payments for employees in the United Kingdom. It is estimated that a share based payment expense of approximately $10.8 million will be recognized in our third quarter results because of this decision being taken.

Depreciation and Amortization. Depreciation and amortization includes the depreciation of property, plant and equipment, capitalized leasehold improvements and amortization of technology and other intangible assets, alongside any loss on the disposal of property, plant and equipment and any asset impairments.

Segment Reporting

We have determined our operating segments on the same basis that we use to evaluate performance internally. Our operating segments are: (1) Farfetch Marketplace, (2) Farfetch Black and White, (3) Farfetch Store of the Future and (4) Browns Stores. Farfetch Marketplace represents over 90% of revenue; therefore, we are presenting only one reportable operating segment being the consolidated view of all operating segments noted above.

Results of Operations

The following table shows our consolidated results of operations for the six months ended June 30, 2017 and 2018 and the years ended December 31, 2015, 2016 and 2017 and as a percentage of revenue.


	Six months ended June 30,						Year ended December 31,
	2017			2018			2015			2016			2017
	(in thousands)
Revenue		$172,571			$267,508			$142,305			$242,116			$385,966
Cost of revenue		(78,223	)		(130,643	)		(69,702	)		(125,238	)		(181,200	)

Gross profit		94,348			136,865			72,603			116,878			204,766

Selling, general and administrative		(125,762	)		(208,801	)		(130,073	)		(205,558	)		(299,260	)

Share of profits of associates		15			24			-			18			31

Operating loss		(31,399	)		(71,912	)		(57,470	)		(88,662	)		(94,463	)
Net finance income/(costs)		1,690			4,218			(4,265	)		7,402			(17,642	)

Loss before tax		(29,709	)		(67,694	)		(61,735	)		(81,260	)		(112,105	)
Income tax credit/(expense)		429			(714	)		628			(199	)		(170	)

Loss after tax		$(29,280	)		$(68,408	)		$(61,107	)		$(81,459	)		$(112,275	)


	Six months ended June 30,						Year ended December 31,
	2017			2018			2015			2016			2017
Revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of revenue		(45.3	)		(48.8	)		(49.0	)		(51.7	)		(46.9	)
Gross profit		54.7			51.2			51.0			48.3			53.1

Selling, general and administrative		(72.9	)		(78.1	)		(91.3	)		(84.9	)		(77.4	)

Share of profits of associates		0.0			0.0			0.0			0.0			0.0
Operating loss		(18.2	)		(26.9	)		(40.3	)		(36.6	)		(24.3	)
Net finance income/(costs)		1.0			1.6			(3.0	)		3.1			(4.6	)
Loss before tax		(17.2	)		(25.3	)		(43.3	)		(33.5	)		(28.9	)
Income tax credit/(expense)		0.2			(0.3	)		0.4			(0.1	)		(0.1	)

Loss after tax		(17.0	%)		(25.6	%)		(42.9	%)		(33.6	%)		(29.0	%)

Comparison of six months ended June 30, 2017 and 2018

Revenue


	Six months ended June 30,
	2017			2018			$ Change			% Change
Revenue	$	172,571		$	267,508			$94,937			55.0	%
Less: Platform Fulfilment Revenue		(33,760	)		(50,551	)		(16,791	)		(49.7	)

Adjusted Revenue	$	138,811		$	216,957			$78,146			56.3	%

Revenue for the six months ended June 30, 2018 increased by $94.9 million, or 55.0%, compared to the six months ended June 30, 2017. Adjusted Revenue for the six months ended June 30, 2018 increased by $78.1 million, or 56.3%, compared to the six months ended June 30, 2017. This was a function of growth in GMV of 60.0%, partially offset by a decrease in Third-Party Take Rate from 33.7% to 31.7%.

Growth in GMV was primarily driven by the Number of Orders increasing by 53.0% to approximately 1.3 million for the six months ended June 30, 2018. This was driven by growth in Active Consumers by 40.4% over the same period, from 796,297 to 1,118,047, growth in frequency of orders from Active Consumers and growth in AOV by 5.1% to $622.1 per order made, reflecting our continued ability to retain and engage high quality consumers on the Farfetch Marketplace. In particular, we have continued to see growth in demand from consumers across international markets, specifically Latin America, the Middle East and China. We also had an increase in supply to meet this demand, with both breadth and depth of our range growing from existing suppliers as well as an increase in the number of luxury sellers during the six months ended June 30, 2018. The decrease in Third-Party Take Rate for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 was a result of changes in our mix of supply between retailers and brands. Browns In-Store Revenue experienced a modest decrease of 1.9%, from $7.3 million to $7.2 million, reflecting the closure of one store in West London.

Platform Fulfilment Revenue accounted for 18.9% of revenue for the six months ended June 30, 2018, compared to 19.6% for the six months ended June 30, 2017.

Cost of revenue, gross profit and gross profit margin


	Six months ended June 30,
	2017			2018			$ Change			% Change
Cost of revenue		$(78,223	)		$(130,643	)		$(52,420	)		(67.0	%)
Gross profit		94,348			136,865			42,517			45.1
Gross profit margin		54.7	%		51.2	%

Cost of revenue for the six months ended June 30, 2018 increased by $52.4 million, or (67.0%), compared to the six months ended June 30, 2017, which was primarily driven by the increase in cost of goods associated with first-party sales, as well as the delivery, packaging and transaction processing expenditures incurred as a result of the increased Number of Orders.

Our gross profit margin decreased from 54.7% to 51.2% for the six months ended June 30, 2018 to the six months ended June 30, 2017, which was primarily driven by a decrease in blended commissions on sales generated through our Marketplace and changes in our third and first party sales mix which attract different margins.

Selling, general and administrative expenses

Selling, general and administrative expenses consisted of the following components:


	Six months ended June 30,
	2017			2018			$ Change			% Change
Demand generation expense		$(29,123	)		$(41,258	)		$(12,135	)		(41.7	%)
Technology expense		(11,128	)		(31,031	)		(19,903	)		(178.9	)
Depreciation and amortization		(5,019	)		(10,338	)		(5,319	)		(106.0	)
Share based payments		(8,600	)		(12,523	)		(3,923	)		(45.6	)
General and administrative		(71,892	)		(113,651	)		(41,759	)		(58.1	)

Total		$(125,762	)		$(208,801	)		$(83,039	)		(66.0	%)

Demand generation expense


	Six months ended June 30,
	2017			2018			$ Change			% Change
Demand generation expense		$(29,123	)		$(41,258	)		$(12,135	)		(41.7	%)

Demand generation expense for the six months ended June 30, 2018 increased by $12.1 million, or (41.7%), compared to the six months ended June 30, 2017 reflecting an increase in orders and GMV generated, partially offset by efficiencies gained in our demand generation spend through increased sophistication in consumer segmentation and more focus on costs at a channel-by-channel level. As a result, demand generation expense declined as a percentage of Adjusted Revenue, from (21.0%) in the six month period ended June 30, 2017 to (19.0%) in the six month period ended June 30, 2018.

Technology expense


	Six months ended June 30,
	2017			2018			$ Change			% Change
Technology expense		$(11,128	)		$(31,031	)		$(19,903	)		(178.9	%)
Capitalized development costs		(8,226	)		(19,311	)		(11,085	)		(134.8	)

Total cash investment in technology		$(19,354	)		$(50,342	)		$(30,988	)		(160.1	%)

Total cash investment in technology for the six months ended June 30, 2018 increased by $31.0 million, compared to the six months ended June 30, 2017, which was primarily driven by an increase in technology staff headcount from 628 to 1,056 during the six months ended June 30, 2018, as we continued to develop new technologies to enhance our platform. Total cash spend amounted to $50.3 million during the six months ended June 30, 2018, $19.3 million of which was capitalized, as compared to total of $19.4 million during six months ended June 30, 2017, $8.2 million of which was capitalized resulting in a technology expense of $31.0 million for the six month period ended June 30, 2018.

Depreciation and amortization


	Six months ended June 30,
	2017			2018			$ Change			% Change
Depreciation and amortization		$(5,019	)		$(10,338	)		$(5,319	)		(106.0	%)

Depreciation and amortization expense for the six months ended June 30, 2018 increased by $5.3 million, or (106.0%), compared to the six months ended June 30, 2017, which was primarily driven by an increase in our amortization expense. Amortization increased because of our continued technology investment, in which we capitalize qualifying technology development costs and amortize them over a three-year period. The increase in depreciation primarily related to the depreciation of leasehold improvements to our offices.

Share based payments


	Six months ended June 30,
	2017			2018			$ Change			% Change
Share based payments		$(8,600	)		$(12,523	)		$(3,923	)		(45.6	%)

Share based payments for the six months ended June 30, 2018 increased by $3.9 million, or (45.6%), compared to the six months ended June 30, 2017, which was primarily driven by an increase in the number of options granted because of an increased headcount.

General and administrative expense


	Six months ended June 30,
	2017			2018			$ Change			% Change
General and administrative expense	$	(71,892	)	$	(113,651	)	$	(41,759	)		(58.1	%)

General and administrative expense for the six months ended June 30, 2018 increased by $41.8 million, or (58.1%), compared to the six months ended June 30, 2017, which was primarily driven by an increase in headcount, excluding technology staff which are included in the technology expense above, from 1,146 to 2,077 an increase of 81.2%. We increased non-technology headcount across a number of areas to support the growth of the business. In addition, we continued to expand geographically, increasing our global workforce across 13 office locations during the six months ended June 30, 2018. We have also continued to invest in our relationships with luxury sellers, including the annual Boutique gathering held in May 2018, compared to September 2017 impacting the phasing of our costs. General and administrative costs as a percentage of Adjusted Revenue increased from (51.8%) to (52.4%) as we continue to invest to support future growth.

Adjusted EBITDA


	Six months ended June 30,
	2017			2018			$ Change			% Change
Adjusted EBITDA	$	(13,972	)	$	(49,075	)	$	(35,103	)		(251.2	%)
% of Adjusted Revenue		(10.1	%)		(22.6	%)

Adjusted EBITDA loss for the six months ended June 30, 2018 increased by $35.1 million, or (251.2%), compared to the six months ended June 30, 2017. This was primarily driven by increased investment across the second half of 2017 within customer acquisition, infrastructure and technology expenses to support continued growth in GMV and Adjusted Revenue.

Comparison of Year Ended December 31, 2016 and 2017

Revenue


	Year ended December 31,
	2016			2017			$ Change			% Change
	(in thousands)
Revenue	$	242,116		$	385,966		$	143,850			59.4	%
Less: Platform Fulfilment Revenue		(48,511	)		(74,182	)		(25,671	)		(52.9	)

Adjusted Revenue	$	193,605		$	311,784		$	118,179			61.0	%

Revenue for the year ended December 31, 2017 increased by $143.9 million, or 59.4%, compared to the year ended December 31, 2016. Adjusted Revenue for the year ended December 31, 2017 increased by $118.2 million, or 61.0%, compared to the year ended December 31, 2016. This

was a function of growth in GMV of 55.3% and increased Third-Party Take Rate from 31.3% to 32.9%. Growth in GMV was primarily driven by the Number of Orders increasing by 49.3% to approximately 1.9 million. This was driven by growth in Active Consumers from 651,674 to 935,772 (an increase of 43.6%) over the same period, which was due to continued growth in demand from existing consumers across international markets together with an increase in new consumer orders. We also had an increase in supply as the number of luxury sellers grew significantly during 2017. Growth in Third-Party Take Rate was a result of improved commercial terms with our platform partners. In addition to the growth in the number of consumers, AOV grew by 6.2% to $620.0. Browns In-Store Revenue also increased from $12.7 million to $15.4 million, an increase of 21.3%, due to strong consumer engagement and new incentives for sales associates. Platform Fulfilment Revenue accounted for 19.2% of revenue in 2017, down from 20.0% in 2016.

Cost of revenue, gross profit and gross profit margin


	Year ended December 31,
	2016			2017			$ Change			% Change
	(in thousands)
Cost of revenue	$	(125,238	)	$	(181,200	)	$	(55,962	)		(44.7	%)
Gross profit		116,878			204,766			87,888			75.2
Gross profit margin		48.3%			53.1%

Cost of revenue for the year ended December 31, 2017 increased by $56.0 million, or (44.7%), compared to the year ended December 31, 2016, which was primarily driven by the increase in delivery, packaging and transaction processing expenditures as a result of the increased Number of Orders.

Our gross profit margin improved from 48.3% to 53.1% for the year ended December 31, 2016 to the year ended December 31, 2017, which was primarily driven by an increase in blended commissions on sales generated through our Marketplace and scale efficiencies of fulfilment expenditures.

Selling, general and administrative expenses

Selling, general and administrative expenses consisted of the following components:


	Year ended December 31,							% of Adjusted Revenue
	2016		2017		% Change			2016			2017
	(in thousands)
Demand generation expense		$(48,381)		$(69,202)		(43.0	%)		(25.0	%)		(22.2	%)
Technology expense		(12,269)		(31,611)		(157.6	)		(6.3	)		(10.1	)
Depreciation and amortization		(6,897)		(10,980)		(59.2	)		(3.6	)		(3.5	)
Share based payments		(19,848)		(21,486)		(8.3	)		(10.3	)		(6.9	)
General and administrative		(118,163)		(165,981)		(40.5	)		(61.0	)		(53.2	)

Total		$(205,558)		$(299,260)		(45.6	%)		(106.2	%)		(96.0	%)

Demand generation expense


	Year ended December 31,
	2016			2017			$ Change			% Change
	(in thousands)
Demand generation expense	$	(48,381	)	$	(69,202	)	$	(20,821	)		(43.0	%)

Demand generation expense for the year ended December 31, 2017 increased by $20.8 million, or (43.0%), compared to the year ended December 31, 2016. The expenditures related to existing markets and our continued international expansion into emerging markets across all channels. We gained efficiencies in our demand generation spend through increased sophistication in consumer segmentation and more focus on costs at a channel-by-channel level. Demand generation expense declined as a percentage of Adjusted Revenue, from (25.0%) in 2016 to (22.2%) in 2017, resulting in an increase in Platform Order Contribution Margin over the same period, from 35.0% in 2016 to 43.0% in 2017.

Technology expense


	Year ended December 31,
	2016			2017			$ Change			% Change
	(in thousands)
Technology expense	$	(12,269	)	$	(31,611	)	$	(19,342	)		(157.6	%)
Capitalized development costs		(12,586	)		(18,997	)		(6,411	)		(50.9	)

Total cash investment in technology	$	(24,855	)	$	(50,608	)	$	(25,753	)		(103.6	%)

Technology expense for the year ended December 31, 2017 increased by $19.3 million, compared to the year ended December 31, 2016, which was primarily driven by an increase in technology staff headcount from 432 to 802 during 2017, as we continued to develop new technologies and maintain and improve our platform. Total cash spend amounted to $50.6 million during 2017, $19.0 million of which was capitalized, as compared to total of $24.9 million during 2016, $12.6 million of which was capitalized.

Depreciation and amortization


	Year ended December 31,
	2016			2017			$ Change			% Change
	(in thousands)
Depreciation and amortization	$	(6,897	)	$	(10,980	)	$	(4,083	)		(59.2	%)

Depreciation and amortization expense for the year ended December 31, 2017 increased by $4.1 million, or (59.2%), compared to the year ended December 31, 2016, which was primarily driven by an increase in our amortization expenses. Amortization increased because of our continued technology investment, in which we capitalize qualifying technology development costs and amortize them over a three-year period. The increase in depreciation primarily related to the depreciation of leasehold improvements to our offices.

Share based payments


	Year ended December 31,
	2016			2017			$ Change			% Change
	(in thousands)
Share based payments	$	(19,848	)	$	(21,486	)	$	(1,638	)		(8.3	%)

Share based payments for the year ended December 31, 2017 increased by $1.6 million, or (8.3%), compared to December 31, 2016, which was primarily driven by an increase in the number of options granted because of an increased headcount.

General and administrative expense


	Year ended December 31,
	2016			2017			$ Change			% Change
	(in thousands)
General and administrative	$	(118,163	)	$	(165,981	)	$	(47,818	)		(40.5	%)

General and administrative expense for the year ended December 31, 2017 increased by $47.8 million, or (40.5%), compared to the year ended December 31, 2016, which was primarily driven by an increase in headcount, excluding technology staff which are included in the technology expense above, from 906 to 1,367, an increase of 50.9%. We increased non-technology headcount across a number of areas to support the growth of the business. In addition, we continued to expand geographically, increasing our global workforce across 12 office locations during 2017. Other increases were due to facilities and office costs and other fixed overhead costs. During 2017, we also invested more in Farfetch brand building activities. General and administrative costs as a percentage of Adjusted Revenue decreased from (61.0%) to (53.2%) as we leveraged the benefits from prior year investment to support our growth.

Adjusted EBITDA


	Year ended December 31,
	2016			2017			$ Change			% Change
	(in thousands)
Adjusted EBITDA	$	(53,380	)	$	(58,079	)	$	(4,699	)		(8.8	%)
% of Adjusted Revenue		(27.6	%)		(18.6	%)

Adjusted EBITDA loss for the year ended December 31, 2017 increased by $4.7 million, or (8.8%), compared to the year ended December 31, 2016. This was primarily driven by increased investment in demand generation and technology expenses to support continued growth in GMV and Adjusted Revenue. There was also an increase in general and administrative expenses as we continued to scale our business. Although there was an increased Adjusted EBITDA loss compared to the year ended December 31,2016, we have leveraged operational synergies where our selling, general and administrative expenses have grown at a slower rate than Adjusted Revenue. This is demonstrated by the reduction in Adjusted EBITDA loss as a percentage of Adjusted Revenue from (27.6%) for the year ended December 31, 2016 compared to (18.6%) to for year ended December 31, 2017.

Comparison of Year Ended December 31, 2016 and 2015

Revenue


	Year ended December 31,
	2015			2016			$ Change			% Change
	(in thousands)
Revenue	$	142,305		$	242,116			$99,811			70.1	%
Less: Platform Fulfilment Revenue		(28,617	)		(48,511	)		(19,894	)		(69.5	)

Adjusted Revenue	$	113,688		$	193,605			$79,917			70.3	%

Revenue for the year ended December 31, 2016 increased by $99.8 million, or 70.1%, compared to the year ended December 31, 2015. Adjusted Revenue for the year ended December 31, 2016 increased by $79.9 million, or 70.3%, compared to the year ended December 31, 2015. This was a function of growth in GMV and increased Third-Party Take Rate from 30.0% to 31.3%. Growth in GMV was primarily driven by Number of Orders increasing from approximately 800,500 to 1.3 million (an increase of 57.4%) over the same period. This was driven by an increase in Active Consumers from approximately 415,730 to 651,674 (an increase of 56.8%) over the same period. This was a result of growth in demand internationally and as a result of improved demand generation initiatives driving an increase in the acquisition of new consumers and retention of existing consumers and therefore an increase in Active Consumers overall. Growth in Browns In-Store Revenue also contributed to the

increase in Revenue. We acquired Browns on May 1, 2015 and consolidated its results beginning on this date, as compared to Browns In-Store Revenue for a full year in 2016.

Cost of revenue, gross profit and gross profit margin


	Year ended December 31,
	2015			2016			$ Change			% Change
	(in thousands)
Cost of revenue	$	(69,702	)	$	(125,238	)	$	(55,536	)		(79.7	%)
Gross profit		72,603			116,878			44,275			61.0
Gross profit margin		51.0	%		48.3	%

Cost of revenue for the year ended December 31, 2016 increased by $55.5 million, or (79.7%), compared to the year ended December 31, 2015, which was primarily attributable to the increase in Number of Orders. A more competitive shipping model was introduced to enhance consumer experience and align to market standards, including one shipping charge per order. A further factor driving the increase in cost of revenue was the increase in Browns In-Store Revenue and the related costs of goods sold.

Our gross profit margin decreased from 51.0% to 48.3% from the year ended December 31, 2015 to the year ended December 31, 2016, which was principally driven by increase in cost of fulfilment, partially offset by an increased Third-Party Take Rate.

Selling, general and administrative expenses

Selling, general and administrative expenses can be broken down into the following components:


	Year ended December 31,				% Change			% of Adjusted Revenue
	2015		2016		% Change			2015			2016
	(in thousands)
Demand generation expense		$(34,158)		$(48,381)		(41.6	%)		(30.0	%)		(25.0	%)
Technology expense		(6,741)		(12,269)		(82.0	)		(5.9	)		(6.3	)
Depreciation and amortization		(3,104)		(6,897)		(122.2	)		(2.7	)		(3.6	)
Share based payments		(6,505)		(19,848)		(205.1	)		(5.7	)		(10.3	)
General and administrative		(79,565)		(118,163)		(48.5	)		(70.0	)		(61.0	)

Total		$(130,073)		$(205,558)		(58.0	%)		(114.4	%)		(106.2	%)

Demand generation expense


	Year ended December 31,
	2015			2016			$ Change			% Change
	(in thousands)
Demand generation expense	$	(34,158	)	$	(48,381	)	$	(14,223	)		(41.6	%)

Demand generation expense for the year ended December 31, 2016 increased by $14.2 million, or (41.6%), compared to the year ended December 31, 2015. Demand generation expense became more efficient as a percentage of Adjusted Revenue, decreasing from (30.0%) in 2015 to (25.0%) in 2016.

Technology expense


	Year ended December 31,
	2015			2016			$ Change			% Change
	(in thousands)
Technology expense		$(6,741	)	$	(12,269	)		$(5,528	)		(82.0	%)
Capitalized development costs		(6,583	)		(12,586	)		(6,003	)		(91.2	)

Total cash investment in technology	$	(13,324	)	$	(24,855	)	$	(11,531	)		(86.5	%)

Technology expense for the year ended December 31, 2016 increased by $5.5 million compared to the year ended December 31, 2015, which was primarily driven by an increase in technology staff headcount to 432 as of December 31, 2016, as we continued to develop new technologies and maintain and improve our platform. Total cash spend amounted to $24.9 million during 2016, $12.6 million of which was capitalized, as compared to total of $13.3 million spend during 2015, of which $6.6 million was capitalized.

Depreciation and amortization expense


	Year ended December 31,
	2015			2016			$ Change			% Change
	(in thousands)
Depreciation and amortization	$	(3,104	)	$	(6,897	)	$	(3,793	)		(122.2	%)

Depreciation and amortization expense for the year ended December 31, 2016 increased by $3.8 million, or (122.2%), compared to the year ended December 31, 2015, which was primarily driven by an increase in our amortization charge. Amortization increased at a faster rate than our depreciation charge because of our continued technology investment.

Share based payments


	Year ended December 31,
	2015			2016			$ Change			% Change
	(in thousands)
Share based payments	$	(6,505	)	$	(19,848	)	$	(13,343	)		(205.1	%)

Share based payments for the year ended December 31, 2016 increased by $13.3 million compared to December 31, 2015 which was primarily driven by an increase in the number of options granted because of the hiring of new senior positions as we grew.

General and administrative expense


	Year ended December 31,
	2015			2016			$ Change			% Change
	(in thousands)
General and administrative	$	(79,565	)	$	(118,163	)	$	(38,598	)		(48.5	%)

General and administrative expense for the year ended December 31, 2016 increased by $38.6 million, or (48.5%), compared to the year ended December 31, 2015, which was primarily driven

by an increase in headcount, excluding technology staff which are included in the technology expense above, from 696 to 906, an increase of 30.2%. We increased non-technology headcount across a number of areas to support the growth of our business, including operations, marketing and key support functions. Headcount also increased due to geographical expansion and new business initiatives. Other increases are due to the annualization of office costs and other fixed overhead costs. General and administrative expense as a percentage of Adjusted Revenue decreased from (70.0%) to (61.0%) as we leveraged synergies from our investments to support our growth.

Adjusted EBITDA


	Year ended December 31,
	2015			2016			$ Change			% Change
	(in thousands)
Adjusted EBITDA	$	(47,375	)	$	(53,380	)	$	(6,005	)		(12.7	%)
% of Adjusted Revenue		(41.7	%)		(27.6	%)

Adjusted EBITDA loss for the year ended December 31, 2016 increased by $6.0 million or (12.7%), compared to the year ended December 31, 2015, which was primarily driven by the investment supporting growth in both GMV and Adjusted Revenue. We have been able to leverage operational synergies as demonstrated by the reduction in Adjusted EBITDA loss as a percentage of Adjusted Revenue, falling from (41.7%) in 2015 to (27.6%) in 2016.

Quarterly Data

The following table sets forth certain unaudited financial data for each fiscal quarter for the periods indicated in dollars and as a percentage of revenue. The unaudited quarterly information includes all normal recurring adjustments that we consider necessary for a fair statement of the information shown. This information should be read in conjunction with the audited consolidated financial statements and related notes thereto appearing elsewhere in this prospectus. Our quarterly results are not necessarily indicative of future operating results.


	2016												2017												2018
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			First Quarter			Second Quarter			Third Quarter			Fourth Quarter			First Quarter			Second Quarter
	(in thousands)
Revenue		$43,781			$61,394			$54,511			$82,430			$79,425			$93,146			$86,913			$126,482			$122,707			$144,801
Cost of revenue		(20,629	)		(34,887	)		(27,533	)		(42,189	)		(36,571	)		(41,652	)		(41,224	)		(61,753	)		(61,534	)		(69,109	)
Gross Profit		23,152			26,507			26,978			40,241			42,854			51,494			45,689			64,729			61,173			75,692

Selling, general and administrative		(40,411	)		(57,491	)		(51,742	)		(55,914	)		(53,127	)		(72,635	)		(74,490	)		(99,008	)		(96,271	)		(112,530	)

Share of results of associates		5			5			4			4			7			8			8			8			—			24
Loss from operations		(17,254	)		(30,979	)		(24,760	)		(15,669	)		(10,266	)		(21,133	)		(28,793	)		(34,271	)		(35,098	)		(36,814	)
Net finance (costs)/income		(277	)		(1,667	)		7,405			1,941			1,085			605			839			(20,171	)		(15,101	)		19,319
Loss before tax		(17,531	)		(32,646	)		(17,355	)		(13,728	)		(9,181	)		(20,528	)		(27,954	)		(54,442	)		(50,199	)		(17,495	)
Income tax (expense)/credit		(43	)		(49	)		(50	)		(57	)		(152	)		581			(225	)		(374	)		(527	)		(187	)

Loss after tax		$(17,574	)		$(32,695	)		$(17,405	)		$(13,785	)		$(9,333	)	$	(19,947	)		$(28,179	)		$(54,816	)		$(50,726	)		$(17,682	)


	2016												2017												2018
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			First Quarter			Second Quarter			Third Quarter			Fourth Quarter			First Quarter			Second Quarter
Revenue		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%
Cost of revenue		(47.1	)		(56.8	)		(50.5	)		(51.2	)		(46.0	)		(44.6	)		(47.4	)		(48.8	)		(50.1	)		(47.7	)
Gross Profit		52.9			43.2			49.5			48.8			54.0			55.4			52.6			51.2			49.9			52.3

Selling, general and administrative		(92.3	)		(93.7	)		(94.9	)		(67.8	)		(66.9	)		(78.0	)		(85.7	)		(78.3	)		(78.5	)		(77.7	)
Loss from operations		(39.4	)		(50.5	)		(45.4	)		(19.0	)		(12.9	)		(22.6	)		(33.1	)		(27.1	)		(28.6	)		(25.4	)
Net finance (costs)/income		(0.6	)		(2.7	)		13.6			2.4			1.3			0.6			1.0			(15.9	)		(12.3	)		13.3
Loss before tax		(40.0	)		(53.2	)		(31.8	)		(16.6	)		(11.6	)		(22.0	)		(32.1	)		(43.0	)		(40.9	)		(12.1	)
Income tax (expense)/credit		(0.1	)		(0.1	)		(0.1	)		(0.1	)		(0.2	)		0.6			(0.3	)		(0.3	)		(0.4	)		(0.1	)

Loss after tax		(40.1	%)		(53.3	%)		(31.9	%)		(16.7	%)		(11.8	%)		(21.4	%)		(32.4	%)		(43.3	%)		(41.3	%)		(12.2	%)

Quarterly revenue trends

Our business is seasonal in nature, broadly reflecting traditional retail seasonality patterns throughout the year. We normally experience the highest GMV and revenue during the fourth quarter, followed by decreased activity in the first quarter of the following year. GMV in the second quarter generally tends to be higher than the third, due to increased propensity to shop as a result of mid-year sales and discounts.

Quarterly selling, general and administrative trends

Quarterly selling, general and administrative trends are mainly impacted by demand generation expense, which is driven by the timing of brand advertising and consumer acquisition campaigns and the cost of operational production and customer services in line with the seasonal trends of the business.

Liquidity and Capital Resources

General

As of December 31, 2017, we had cash and cash equivalents of $384.0 million. Our cash and cash equivalents consist primarily of cash in bank accounts and deposits in money market funds.

Since our inception, we have financed our operations primarily through equity issuances and cash generated from our operating activities. Our primary requirements for liquidity and capital are to finance working capital, capital expenditures and general corporate purposes. We believe that our sources of liquidity and capital will be sufficient to meet our business needs in the next 12 months. Our capital expenditure consists primarily of technology development costs, computer equipment and the fit out and improvements our offices.

The following table shows summary consolidated cash flow information for the periods presented.


	Six months ended June 30,						Year ended December 31,
	2017			2018			2015			2016			2017
	(in thousands)
Net cash outflow from operating activities		$(25,967	)	$	(105,962	)		$(37,258	)		$(47,079	)		$(59,320	)
Net cash outflow from investing activities		(12,840	)		(27,393	)		(27,571	)		(16,961	)		(28,863	)
Net cash inflow from financing activities		299,639			82,269			77,414			161,173			300,142

Net increase/(decrease) in cash and cash equivalents		$260,832			$(51,086	)		$12,585			$97,133			$211,959

Net Cash Outflow From Operating Activities

Net cash outflow from operating activities increased to $106.0 million in the six months ended June 30, 2018 from $26.0 million in the six months ended June 30, 2017, an increase of $80.0 million, driven by an increase in the loss after tax from $29.3 million to $68.4 million and an increase in net working capital due to an increase in first-party inventory prepayments or deposits ahead of the autumn/winter season.

Net cash outflow from operating activities increased to $59.3 million in the year ended December 31, 2017 from $47.1 million in the year ended December 31, 2016, an increase of $12.2 million, or 26.0%, primarily due to an increase in the loss after tax from $81.5 million to $112.3 million, which was partially offset by favorable net working capital and foreign exchange movements. Favorable working capital movements are a function of our business model, in which we collect cash from consumers on average 45 days before we remit to the sellers.

Net cash outflow from operating activities increased to $47.1 million in the year ended December 31, 2016 from $37.3 million net cash used in the year ended December 31, 2015, an increase of $9.8 million, or 26.4%, primarily due to an increase in the loss after tax from $61.8 million to $81.5 million, which was partially offset by favorable net working capital and foreign exchange movements.

Net Cash Outflow From Investing Activities

Net cash outflow from investing activities increased to $27.4 million in the six months ended June 30, 2018, from $12.8 million in the six months ended June 30, 2017, an increase of $14.6 million, or 113.3%, primarily due to our continued investment in technology development (increasing from $8.2 million to $19.3 million over the period) as discussed above. In line with headcount growth, we had increased investments in office facilities and computer equipment, increasing from $5.3 million to $11.3 million over the period.

Net cash outflow from investing activities increased to $28.9 million in the year ended December 31, 2017, from $17.0 million in the year ended December 31, 2016, an increase of $11.9 million, or 70.2%, primarily due to our continued investment in technology development (increasing from $12.6 million to $19.0 million over the period) as discussed above. In line with headcount growth, we have increased investments in office facilities and computer equipment spend, increasing from $6.0 million to $12.6 million over the period.

Net cash outflow from investing activities decreased to $17.0 million in the year ended December 31, 2016, from $27.6 million in the year ended December 31, 2015, a decrease of $10.6 million, or 38.4%, primarily due to the net cash outflow of $12.0 million relating to the 2015 acquisitions of Browns, iMall and LASO where cash was a significant component of the consideration transferred as part of the transactions. There were no acquisitions in 2016. The impact of the reduction in acquisitions was partially offset by increases in technology capital expenditure between 2015 and 2016. Cash outflows in 2015 relating to property, plant and equipment were also higher compared to 2016, due to the opening of our London headquarters in 2015.

Net Cash Inflow From Financing Activities

In 2015, we completed our Series E funding round and raised $77.7 million, net of costs, whereas in 2016, we completed our Series F funding round and raised $146.9 million, net of costs. During 2016, we also issued $19.4 million principal amount of notes, net of costs. In 2017, we raised $322.1 million, net of costs, from our Series G funding round, which was partially offset by the repayment of the loan

notes for $22.0 million. In January 2018, we sold additional Series G preferred shares and raised $82.3 million, net of costs.

Contractual Obligations

The following table sets forth our contractual obligations as of December 31, 2017:


Obligation	Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
Operating lease obligations	$	11,929	$	20,297	$	11,251	$	22,656	$	66,133

Total	$	11,929	$	20,297	$	11,251	$	22,656	$	66,133

Share Based Payments

Employees receive remuneration in the form of share based payments. The consideration is either equity or cash settled depending on the scheme. For further details See Note 2.4 (e), “Summary of significant accounting policies” to our audited consolidated financial statements included elsewhere in this prospectus for further detail.

Changes in Accounting Policies and Disclosures

Amendments to Standards That Are Mandatorily Effective for the Current Year

In the current period ended June 30, 2018, we have applied the below amendments to standards issued by the IASB that are mandatorily effective for an accounting period that begins on or after January 1, 2017. Their adoption has not had any material impact on the disclosures or on the amounts reported in our financial statements.

•

IFRS 9 Financial Instruments (effective January 1, 2018)

•

IFRS 2 (amendments) Classification and Measurement of Share based Payment Transactions (effective January 1, 2018)

The adoption of IFRS 9 and IFRS 2 (amendments) did not have a material impact on our reported assets and liabilities and profit or loss.

New and Revised Standards in Issue But Not Yet Effective

At the date of authorization of the financial statements, we have not applied the following new and revised standards that have been issued but are not yet effective:

•

IFRS 16 Leases (effective January 1, 2019)

IFRS 16 will require lease liabilities and the right of use assets for leases to be recognized on the Statement of Financial Position. We have completed an impact assessment. This assessment indicates that there will be a significant impact on the value of non-current assets and lease liabilities as the leases for office, production and retail space are currently accounted for as operating leases. For the current level of operating lease commitments refer to the contractual obligations table above. There will be an immaterial impact on the reported results for the year.

Critical Accounting Estimates and Judgments

Our consolidated financial statements are prepared in conformity with IFRS. In preparing our audited consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on amounts reported in our consolidated financial statements. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. We regularly reevaluate our assumptions, judgments and estimates. Our critical accounting estimates and judgments are described in Note 3 to our audited consolidated financial statements included elsewhere in this prospectus.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to a variety of risks in the ordinary course of our business, including, but not limited to, foreign currency risk and interest rate risk. We regularly assess each of these risks to minimize any adverse effects on our business as a result of those factors. For discussion and sensitivity analyses of our exposure to these risks, see Note 28 to our audited consolidated financial statements included elsewhere in this prospectus.

Internal Control over Financial Reporting

Following the identification of these material weaknesses, we have taken steps to address these control deficiencies and continue to implement our remediation plan, which we believe will address their underlying causes. We are executing on our remediation plan for these material weaknesses by establishing more robust processes supporting internal control over financial reporting, implementing formal access and change controls to our systems, automation of a number of system interfaces driving improvements to our information technology systems. In addition, we have hired and will continue to hire additional accounting, finance and technology experts.

JOBS Act

We qualify as an “emerging growth company” pursuant to the provisions of the JOBS Act. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Our decision to opt out of the extended transition period is irrevocable.

LETTER FROM JOSÉ NEVES

I dreamt of Farfetch for the love of fashion.

When I was eight, I was given a computer for Christmas. It came with no video games, just a programming manual. I started coding and found my first passion: creating software.

In 1993, when I was 19, I started my first business. It was a “software house,” creating software for businesses and, being from the North of Portugal and a family with a history of shoemaking, fashion companies eventually became my clients. That’s when I found my second passion: fashion.

Eventually, I became a shoe designer, a boutique owner, a tradeshow organiser, a bit of everything in fashion. I fell in love with the industry – I was swept away by its people, places, chaotic creativity. Fashion is all about craftsmanship, creativity and great design. It celebrates beauty in every form. But it’s not art. It’s supposed to be worn, but more than that, as you wear it, it changes the way you feel that day and helps you to project how you want the world to see you.

Fashion – especially for the Millennial generation – empowers people and is one of the most important ways to manifest one’s individuality. People want to feel unique and that means finding that product that maybe only exists in very limited quantities on the other side of the world. This is why I believe Farfetch empowers individuality.

A ten year journey to build the platform for luxury fashion

By 2007, the internet was booming and gaining a foothold in every part of our cultural, creative and commercial lives. The clash between fashion, driven by creativity and emotion, and the internet, driven by speed and data, set the stage for a revolution in this industry.

As both a designer and technologist back in 2007, three things were clear:

•

First, the internet was going to dominate fashion, too. It was inevitable.

•

Second, the luxury fashion industry needed a platform. This is a key tenet of the internet. People need a destination that curates, aggregates and provides seamless service, connecting them to the thousands of independent creators and curators of fashion around the world.

•

Third, the established ecommerce marketplaces and platforms are consumer-centric but in a price-driven way. This is the antithesis of luxury fashion, which is driven by emotion, individuality, uniqueness, personality – not just convenience. Curation, not user generated reviews. Creativity, not price.

This was my rational side speaking, but my heart also spoke. My love for the designers, the boutiques, the people who love fashion all around the world was, and is, extremely strong. The idea of an unrivalled, inclusive, inspiring destination where the whole world of fashion would meet – creators, curators and consumers, all united for the love of fashion – was the vision that is at the heart of Farfetch today.

This ten year journey, which started in the middle of a global financial crisis, was far from easy!

The luxury industry has many peculiarities. It is mostly comprised of family-owned businesses. Even the largest conglomerates, with few exceptions, are controlled by families, and the vast majority of brands and retailers are family run. Relationships are paramount, and relationships take time to build.

Most of the major decisions that determine the ebbs and flows of the industry are made in Europe, where a large number of the largest luxury brands are based. This meant that most of my early conversations were in Italian and French, frequently involving the grandparents, parents, sons and daughters in the same room and often turning into family quarrels! Decisions are not just about business and are never short term. The reputation of the brand, the retailer and the family business are at stake. You need to build deep relationships that are based on a feeling of trust from all of the family.

I vividly remember those first meetings with retailers and brands back in 2008, the year we launched Farfetch to consumers. The idea of a platform connecting inventory sitting in disparate physical stores to one single, global ecommerce website, in real-time, was completely new and, for an industry that saw the internet as a threat or some sort of “heresy,” the Farfetch concept was mind boggling.

Slowly, over the course of a decade, we built relationships by proving we weren’t there to destroy luxury’s heritage and its “unspoken codes of conduct,” but actually to protect them and enable this industry to thrive. We were fashion insiders, and we just happened to be coders too! For us it is not a zero-sum game; it always has to be a win-win, where we protect what is sacrosanct in our beautiful industry and use technology to enhance the experience.

Farfetch had to be built as a platform, curating and controlling every single step of the seller and consumer experience with a deep sense of love for fashion. Every single aspect of our platform was built from day one for the love of fashion and deep knowledge of technology. That’s, in short, our “secret sauce.”

Today, Farfetch is the only at-scale, global technology platform for luxury.

For brands and boutiques, we are an innovation partner, as well as a plug-and-play global amplifier, making them available to over two million customers all around the globe, in a direct-to-consumer business model. For our consumers, we allow them to find the specific item they love from anywhere in the world, that they couldn’t find in their own city or anywhere else online.

Building a platform is hard. Building a platform for the luxury fashion industry was almost impossible. But, I knew that only by taking the more difficult path would we be able to seize upon a world of opportunities and many years of continued growth and innovation.

Despite all this growth, this industry is still in its infancy. Only 9% of luxury sales happen online, and the 91% that happen offline are still conducted as if we were in the 1990s! Physical retail, not just online, will need to reinvent itself, and we want to be the champions of that revolution too.

The future

Whether future consumer channels will be dominated by voice-enabled interfaces, AR/VR, or the Internet of Things, our API can seamlessly plug into any of these technologies, the same way we have already integrated with conversational ecommerce apps and launched a full-catalogue WeChat store in China. We believe our API-enabled platform makes our marketplace core business truly future-proof.

We ask ourselves: “How will the world shop for fashion in 5, 10, 20 years?”

We believe the world will continue using physical retail stores. Fashion cannot be fully digitised, unlike music or video. There is something magical about the physical retail experience. As a boutique owner 20 years ago, I discovered the interior design, the scents, the ability to touch the fabric and try on the clothes and, most importantly, the human touch and storytelling that digital will never completely replace.

Today’s digital-first customers have, however, been exposed to ultra-personalised experiences. Our favourite apps and internet companies know us, our preferences and give us an experience that is truly personalised. It is what consumers expect and demand. Offline retailers know nothing about us and learn nothing about us when we come in and after we leave. This will not last long, and we foresee a revolution in retail, powered by ultra-personalisation via digital technologies.

This is what our Augmented Retail vision, our Store of the Future, is all about: a seamless convergence of mono-brand, multi-brand, online and offline, delivering amazing user experiences in all touchpoints with the consumer.

We plan to continue investing aggressively in R&D. That, and growing our brand across geographies and categories, will be the focus of our investments in 2019 and beyond.

The opportunity & promise

It is my belief that we have only just started.

Even when we look back at the ten years since we launched and see so many incredible achievements, we know this is just day one and the very beginning of a thrilling journey.

The size of the opportunity is far larger than what Farfetch is today. The luxury industry has been consistently growing at a 6% compound rate for the past 20 years, which means – if we assume the same pace of growth – in the next ten years, it could reach well over $450 billion. By then, 25% of sales are expected to happen online. We believe the 75% of sales still happening in physical retail in ten years will be revolutionised by digital technologies. In fact, the distinction between offline and online retail will vanish, as consumers will not be able to tell where one started and the other finished. This is what we call at Farfetch “Augmented Retail.”

If one believes in the same pattern of disruption happening in music, travel, transportation and more, then the leading player will be a platform, not a retailer, brand or conglomerate. This leading player will have a significant market share, since we believe category leaders in other digital industries typically command over 60% market share and will bring players together in one place: curators, creators and customers.

I believe a single company will orchestrate this revolution in the conversion of offline and online luxury retail because, even if multiple retail-tech vendors emerge, the new technology will have to be adopted both by retailers and consumers. We believe consumers will always gravitate to one single app, forcing vendors to gravitate to one single platform, most likely a platform that has already built consumer-side critical mass and benefits the entire ecosystem. This all translates into a potential $450 billion addressable market for Farfetch, which, as the operating system for luxury, we want to transform, empowering individuality for consumers, curators and creators of fashion.

Our promise to our investors is a boundless dedication to our consumers, restless innovation and to focus on achieving sustainable, continued growth.

Our promise to our Farfetchers is to continue to be a mission – and values-driven business and a great employer that fosters happiness at work.

Our promise to our consumers, retailers and brands is to keep amazing them, every single day, to the best of our human ability.

For the Love of Fashion.

José Neves

Founder and CEO

BUSINESS

Our Mission

Farfetch exists for the love of fashion. We believe in empowering individuality. Our mission is to be the global technology platform for luxury fashion, connecting creators, curators and consumers.

Overview

The global market for personal luxury goods was estimated to be worth $307 billion in 2017 and is expected to reach $446 billion by 2025, according to Bain, and is largely characterized by family-controlled companies, brand integrity, longstanding relationships and fragmented supply. In addition, luxury sellers require a high-quality environment in which to sell their merchandise. As a result, these sellers have been cautious in their adoption of emerging commerce technologies.

The global luxury market is evolving, driven by an accelerating shift of consumers to online discovery and purchase, the increasing importance of Millennials and the growth of luxury consumption in China and other emerging markets. We connect a global consumer base to the highly fragmented global supply of luxury fashion, and we have established ourselves as the innovation partner to the luxury industry.

We are a technology company at our core and have created a purpose-built platform for the luxury fashion industry. Our platform consists of three main components:

•

Applications. The Farfetch Marketplace is the primary application on our platform. In addition, we continue to build other offerings including Farfetch Black & White and Farfetch Store of the Future.

•

Services. We have invested in and developed an integrated service offering, including content creation and end-to-end logistics. This enables us to offer the high-quality environment required by the luxury ecosystem.

•

Data. We use our rich data sets and proprietary algorithms to deliver an enhanced consumer experience and create better businesses for retailers and brands. Our data insights drive operational efficiencies that create value for all partners on our platform.

The Farfetch Marketplace is the first and largest application built on our platform and is currently the source of over 90% of our revenue. We operate the largest digital luxury marketplace in the world. As of June 30, 2018, the Farfetch Marketplace connected over 2.3 million Marketplace consumers in 190 countries to over 980 luxury sellers. For consumers, we provide curated access to the highly fragmented supply of luxury merchandise. For luxury sellers, which includes 614 retailers and 375 brands who sell directly on the Farfetch Marketplace, we facilitate connection to the deepest pool of luxury consumers across the world. Aggregating a large number of luxury sellers requires long and careful relationship building and acts as a significant barrier to entry. We have carefully nurtured these relationships for a decade. Our Marketplace model allows us to offer the broadest and deepest selection of luxury fashion available online globally, while incurring minimal inventory risk and without capital-intensive retail operations.

We are reinventing how consumers discover and engage with luxury fashion. We facilitate the discovery of new brands, provide tools to allow consumers to find the items they are looking for and inspire lovers of fashion around the world. We provide a unique, personalized experience based on our deep understanding of our consumers. Consumers choose our Marketplace because they trust we will deliver a consistent, high-quality experience from start to finish, while being able to access over 3,200 different brands as of June 30, 2018. The luxury merchandise on our Marketplace is curated in three phases: (1) our rigorous selection of luxury sellers; (2) the expert buying decisions of our retailers, including the individual perspective and combined buying expertise of over 610 boutiques and (3) our optimization of our product mix using data insights and knowledge of the luxury market. We believe that people who love fashion, love Farfetch.

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As of December 31, 2017, we had 935,772 Active Consumers, up 43.6% since December 31, 2016. As of December 31, 2016, we had 651,674 Active Consumers, up 56.8% since December 31, 2015.

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Our GMV was $909.8 million in 2017, up 55.3% over 2016, and was $585.8 million in 2016, up 53.4% from 2015.

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Our revenue was $386.0 million in 2017, up 59.4% over 2016, and was $242.1 million in 2016, up 70.1% from 2015.

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Our Adjusted Platform Revenue was $296.4 million in 2017, up 63.8% over 2016, and was $180.9 million in 2016, up 69.4% from 2015.

Our Industry

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Fragmented supply. Of the 20 largest luxury fashion brands by revenue, 19 are headquartered in Europe yet address a global demand. The luxury ecosystem is characterized by family ownership and longstanding relationships, and luxury brands have traditionally maintained strict control over their product, distribution, marketing and pricing. Larger luxury brands access demand by building

expansive networks of directly operated stores and through department stores. However, the result is often a mismatch between supply and demand, with either excess or redundant inventory or insufficient supply to match local demand. Emerging brands typically have no route to the global market, and their distribution is limited by their ability to finance and produce sufficient supply for each local market. They largely rely on wholesale distribution through a network of independent fashion boutiques, and it is through the boutiques that emerging talent is discovered, new designers are able to flourish and new brands emerge. As a result, luxury fashion inventory, from both large and smaller brands, is distributed across a highly fragmented network of luxury sellers.

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Luxury channel shift to online. According to Bain, the online share of the global personal luxury goods market in 2017 was approximately 9%, significantly lower than other retail markets. This has been driven by luxury brands’ cautious approach to adopting technology and social platforms. However, online sales are expected to become a larger percentage of the total market, reaching 25% by 2025, according to Bain. Luxury retailers and brands are becoming increasingly reliant on online channels, as declining foot traffic is impacting their ability to reach consumers through physical stores. As luxury consumers move online, data analytics will become increasingly important to understand tastes and consumer preferences.

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Transition to digital. The shift to digital is affecting how the luxury industry and consumers interact. Inspiration and trends have shifted from editorial content on the printed pages of monthly fashion magazines to the real-time social media channels of the world’s leading fashion bloggers, influencers and celebrities. We believe digital is already informing 70% of consumers’ purchasing decisions. For luxury sellers, digital is fundamentally changing their route to market as well as their communications and engagement with their end consumer.

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Generational demographic shift. As new generations of global luxury consumers account for a larger share of spending, they are fundamentally changing the way luxury products are purchased. According to Bain, Millennial and Generation Z online shoppers accounted for approximately 85% of the growth in luxury fashion in 2017, and they are expected to make 45% of total luxury fashion purchases by 2025. In addition, the Millennial demographic expects immediate access to new products, seamless consumer experience and rapid delivery at all times. Their purchasing decisions are influenced by social media, peer reviews and influencer marketing rather than traditional fashion editorial. The graph below demonstrates the current and expected growth of Millennial and Generation Z shoppers compared to other generations.

Share of Global Personal Luxury Goods Sales Value by Age Demographic

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Source: Bain & Company—“Luxury Goods Worldwide Market Study” (Fall-Winter 2017)

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Emerging markets driving growth. The demand for luxury fashion is truly global. Consumers of luxury fashion have traditionally been from Europe, the Americas and Japan. Europe and the Americas collectively accounted for almost two-thirds of sales in the global personal luxury market in 2016, according to Bain. Over the next decade, growth of the global luxury fashion market is expected to be significantly driven by demand from emerging markets, including China, the Middle East and Eastern Europe.

Share of Global Personal Luxury Goods Market by Nationality

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Source: Bain & Company—“Luxury Goods Worldwide (Fall-Winter 2017)”; “The Millennial State of Mind”

Our Platform

We operate a modular end-to-end technology platform purpose built to connect the luxury fashion ecosystem worldwide. Our vision was to create a single operating system that could address the complex demands of consumers and luxury sellers alike. Our platform is designed to deliver the future of luxury retail by addressing the unique challenges faced by each participant in the ecosystem and to offer a transformative luxury experience across both offline and online channels. Our platform is built on an API-enabled proprietary technology stack, which provides the foundation for the three main components: applications, services and data, as illustrated below.

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Applications

Farfetch Marketplace. The Farfetch Marketplace is the first and largest application built on our platform and is currently the source of over 90% of our revenue. Our Marketplace connects the two sides of the luxury fashion market: consumers from 190 countries and luxury sellers from 45 countries.

Farfetch Black & White Solutions. Our modular, white-label ecommerce offering provides retailers and brands with platform services ranging from individual off-the-shelf elements to a full-service branded ecommerce solution. Farfetch Black & White powers the online shopping experiences of global brands such as Christopher Kane, Proenza Schouler and Thom Browne.

Seller Tools. We have created powerful operational tools that help drive efficiencies for our luxury sellers. These include STORM, an integrated operating tool that enables end-to-end management of the online selling experience for our luxury sellers, and FFLINK, an integration platform built to provide a seamless connected retail solution for our luxury sellers.

Services

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Data

The World’s Largest Marketplace for Luxury

Our Consumers

As of June 30, 2018, we had 1,118,047 Active Consumers, up from 796,297 as of June 30, 2017. We have adopted a comprehensive approach to consumer targeting, and our proposition has broad appeal to all groups of luxury consumers. Based on our surveys conducted in March 2018, the reported average age of our consumers was 36 years old with an average household income of $121,500, and 66% of our consumers are female.

While we believe that over 50% of our consumers are Millennials and it is this generation that is leading the shift from offline to online commerce, we would describe all our consumers as having a “Millennial mindset.” This means that they embrace technology in order to find new ideas and inspiration and place more emphasis on buying fashion that reflects their own personality, embracing individuality and self-expression. Consumers with this “Millennial mindset” expect curation of content and personalization, take inspiration from social media and direct channels rather than traditional editorial and will shop across various multi-brand platforms, both online and offline. They value the “story” behind brands and the reflection of the brands they buy on their image and profile. The chart below compares the age distribution of our consumers to all luxury consumers.

Age Distribution of Farfetch Consumers vs. All Luxury Consumers

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Source: Company internal surveys.

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Benefits for Our Consumers

We are reinventing how consumers discover and engage with luxury fashion:

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Global access to an unparalleled range of luxury merchandise. We offer our consumers the ability to discover and access the most comprehensive range and depth of luxury merchandise online, no matter where they are in the world. As of June 30, 2018, over 3,200 different brands were available on our Marketplace, ranging from heritage brands to emerging designers. The breadth and depth of merchandise available on our Marketplace is reflected in our stock value. For the 2018 spring/summer season, we had 5.7 million stock units available on our Marketplace, with a stock value of $2.4 billion. We offer ten times more SKUs, and deliver to consumers in more countries around the world, than the closest competitor to our Marketplace.

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Curation of supply. We are not a typical marketplace that aggregates all available supply in a given vertical. Rather, we focus on the curation of supply for our consumers. Brands and department stores on our Marketplace provide the benefits of depth of supply, while our network of boutiques provides breadth and the individual perspectives and combined buying insight of 614 of the world’s leading luxury retailers. Our marketplace aggregation model allows consumers to discover unconventional items that inventory-bearing retailers may not choose to stock. We have a three-stage supply curation process:

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Stage 1—Curation of luxury sellers. We have a rigorous framework to assess retailers and brands. Boutique selection is based on their brand assortment, category focus, market reputation and strength of buying. Brand selection is based on demand and trends so that we offer our consumers access to the best, most current and most desirable products. Only those luxury sellers that meet our strict criteria are selected, and any that fall below our service standards will not continue to sell merchandise on our Marketplace.

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Stage 2—Curation of stock in boutiques. Our consumers benefit from the carefully curated assortment of luxury fashion that each boutique sources and offers on our Marketplace, allowing them to access merchandise from over 610 geographically diverse boutiques.

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Stage 3—Curation of our Marketplace. We monitor the product supply on our Marketplace consistently to ensure the product mix evolves, providing our consumers with access to desirable and unique inventory, in addition to the widest variety of fashion that is not available at any other single online destination.

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Luxury consumer experience. We had over 2.3 million Marketplace consumers from 190 countries as of June 30, 2018, but we recognize that each of these consumers is an individual. To each consumer, we deliver a consistent, high-quality experience from start to finish, including localized websites, multilingual customer support and superior logistics. Our business model allows us to offer our consumers flexibility regardless of where they are. This includes same-day delivery options in 18 major global cities. We began offering our F90 store to door in 90 minutes service in April 2017, when shopping from select luxury sellers. In 2017, 91% of our orders were cross border. Through our platform integrations, we shield our consumers from dealing with the complexity of currency, shipping, tariffs and taxes, on orders and returns.

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Personalization and inspiration. We aim to inspire lovers of fashion around the world. We use our rich data sets and data science capabilities to enable our consumers to navigate the breadth of product available, providing inspiration and a more personalized discovery experience.

Our Luxury Sellers

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Our relationships with our luxury sellers are strong. Of our 614 retailers, 98% have entered into an exclusive relationship with us. In the last three years, we have retained all of our top 100 retailers and all but one of our top 100 brands, excluding those we terminated for poor performance.

Benefits for our Luxury Sellers

We are reinventing how retailers and brands transact in luxury retail:

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Global distribution and access. We are transforming the addressable market for luxury sellers by enabling them to reach, from any physical location, over 2.3 million Marketplace consumers of luxury fashion in 190 countries. We are the only truly global luxury marketplace at scale and offer a fully managed suite of services to support our luxury sellers, from content creation to last-mile delivery and returns.

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Attractive economic model. We believe that we offer attractive economics to all luxury sellers. We enable them to grow their addressable market without diminishing economics. Luxury sellers are able to achieve incremental sales making their inventory available to a global audience, optimizing inventory without increasing their physical footprint. For example, as illustrated in the chart below, the industry economics allow for significant margin for retailers after commissions and other payments to Farfetch. This chart also illustrates the significant profit opportunity available to brands who sell directly on the Farfetch Marketplace.

Illustrative Industry Economics

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Data insights. The Farfetch Marketplace model provides us with access to rich consumer data throughout the whole consumer journey. This data feeds our proprietary algorithms, generating critical insights that create value for our luxury sellers. This allows them to offer more relevant products, improve inventory management and optimize their pricing strategies, enabling them to efficiently scale their businesses.

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Market insights. Our buying experts, who have deep roots in the fashion ecosystem, work with our luxury sellers to provide tailored perspectives on industry trends, brand dynamics and new season launches.

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Additional Benefits for Brands

Further to the benefits provided to all luxury sellers, we offer additional strategic benefits to brands:

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Full control. Brand positioning and visual representation are of paramount importance to luxury brands. We facilitate engagement with a wider audience in a multi-brand environment without forgoing control of the most important aspects of their business, including product pricing.

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Powerful media partner. With compelling brand adjacencies, superior content and access to a high-intent consumer base that is hard to reach effectively through traditional media, our Marketplace offers a highly targeted digital channel, and our Marketplace enhances a brand’s online visibility and exposure.

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Marketplace innovation. Our Marketplace enables luxury brands to deliver an optimized ecommerce experience, differentiating them within the luxury ecosystem. Our modular, flexible infrastructure addresses the challenges of operating a global, online business for brands. We allow brands to outsource innovation to a partner who they trust and who understands the unique complexities and challenges of the luxury industry.

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Catalyst for emerging brands. Emerging brands typically face high barriers to entry in the global luxury market, such as limited reach, scalable economics and brand exposure. Our Marketplace lowers these barriers by providing access to a high-intent luxury consumer base, attractive marketplace economics and exposure alongside the world’s leading luxury brands.

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Luxury Seller Case Study

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Our Strengths

We believe that the following strengths contribute to our success and are differentiating factors:

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Visionary, founder-led management team. We are led by our founder, José Neves, who has a unique combination of knowledge of and passion for the fashion industry and a deep understanding of technology. Our management team’s clear sense of mission, long-term focus, commitment to our core cultural values and focus on transforming the luxury industry through technology are central to our success. Members of our team have created and grown leading luxury, fashion and technology businesses globally, and they retain a strong entrepreneurial spirit.

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Scalable proprietary technology. We have built a scalable proprietary technology platform, which enables us to grow the reach of our Marketplace efficiently, while supporting the creation and development of new applications. This benefits both the sophistication of the applications we develop, as well as the speed with which we are able to deploy them.

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Unique data capabilities. Our business model allows us to collate large volumes of unique data from touch points throughout the luxury fashion ecosystem. This includes real-time inventory data, global behavioral and transactional data and pricing data for over 335,000 SKUs from more than 3,200 different brands available on our Marketplace as of June 30, 2018. We believe this gives us unparalleled, multi-dimensional insight into the entire luxury ecosystem. Our team of data scientists and specialist engineers utilize the data to feed our proprietary algorithms to enhance our platform and benefit all platform participants.

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Established partner relationships. We are the partner of choice for the world’s leading brands, boutiques and department stores. These relationships cannot easily be replicated and represent a high barrier to entry. As of June 30, 2018, we partnered with 614 of the world’s leading luxury retailers and 375 brands. These relationships enable us to give our consumers access to unique and scarce inventory, in addition to the widest selection and variety. Our platform relationships extend beyond our Marketplace and include, for example, our multi-year global innovation partnership with CHANEL.

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The world’s largest selection of luxury. We operate the only luxury digital marketplace at scale. We offer ten times more SKUs than the closest competitor to our Marketplace. We achieve this by aggregating supply from a large number of globally distributed sources, offering consumers both breadth and depth of luxury merchandise.

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Fully integrated supply chain operations. We offer comprehensive supply chain capabilities to our platform partners, from content creation to our global fulfilment network, which integrate delivery partners from around the world in a single, efficient interface. Luxury fashion inventory is located across a highly fragmented network of luxury sellers. Our fulfilment network is based on a distributed inventory model, aggregating inventory from multiple stock points of our luxury sellers in real time, giving us the capability to get shipments to consumers quickly and efficiently, due to the proximity of the inventory to the consumer. We have invested significant resources in building and developing this network, and this has created a significant competitive advantage and economies of scale.

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Our marketplace business model. Our model allows us to offer the broadest and deepest selection of luxury fashion available online globally, while incurring minimal inventory risk and without capital-intensive retail operations. This allows for low capital expenditures, favorable working capital dynamics, minimal inventory holding and an ability to drive stronger future margins than traditional inventory-taking business models. For the six months ended June 30, 2018, our Average Order Value was $622.1, and we had a 31.7% Third-Party Take Rate.

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Powerful network effects. Interactions among our consumers and luxury sellers on our Marketplace generate strong network effects. More brands, boutiques and department stores on our Marketplace increases the choices available to consumers, and more consumers on our Marketplace increases the potential sales for our luxury sellers through a self-reinforcing, mutually beneficial network effect.

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Culture of innovation. Innovation is intrinsic to Farfetch. For a decade, we have redefined how the luxury industry engages with consumers and technology. We believe that technology will continue to enable a better luxury ecosystem, and we will continue to pioneer innovation, for example by executing our vision for Augmented Retail, including Farfetch Store of the Future. In addition, our open architecture allows other innovators to build on our platform. As a result of our investment and reputation, we expect that third parties will continue to seek out Farfetch as their innovation partner, providing us with further opportunity to extend our platform.

Our Growth Strategies

The key elements of our growth strategies include:

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Improving consumer economics and growing our consumer base

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Increasing the lifetime value of existing consumers. We have cultivated our consumer base and have strong consumer loyalty. We are committed to ensuring that through our curated supply, as well as our comprehensive approach to data and analytics, we are able to offer our existing consumers more of the merchandise that they want. We will continue to refine our approach to data analytics, allowing us to further optimize and improve our marketing approach and consumer experience, so that existing consumers visit the Farfetch Marketplace more often, convert more efficiently and have higher Average Order Values.

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Attracting new consumers. We are focused on growing our consumer base in all markets, with a particular emphasis on emerging markets including China, the Middle East, Latin America and Eastern Europe. Our expansion strategy includes offering consumers global access to luxury products that are tailored to local market trends and tastes, along with localized interfaces. For example, the rapidly growing luxury industry in China represents a major opportunity for us, and we have invested locally to support growth. As of June 30, 2018, we had 186 Farfetchers in Shanghai and Hong Kong, and our platform was able to deliver local language and payment systems. We are currently one of a small number of global technology platforms to have full access to the Chinese market, which is predicted to represent 35% of personal luxury goods sales in 2025, according to Bain. As another example, we have a strategic partnership with the Chalhoub Group in the Middle East to further our expansion in that region.

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Increasing product supply and our luxury seller base

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Increasing supply from existing luxury sellers. We can further increase the depth of our supply from our existing luxury seller base. We believe sellers will sell more of their inventory on our platform if we continue to offer a compelling value proposition, such as data-led insights, access to relevant demand and technological innovation, and we aim to continue developing these offerings.

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Adding brands, boutiques, department stores and other partners. We plan to further increase the number of luxury sellers in order to expand the assortment and availability of merchandise on our Marketplace. In addition to adding brands and boutiques, we plan to continue to add department stores and new types of retailers to participate on our Marketplace.

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Expanding into new categories and offerings. We aim to enhance our product offering for consumers and create additional opportunities for sellers on our platform by expanding into other luxury categories and offerings. Our current share of the global market for personal luxury goods is approximately 0.3% of the estimated total addressable market of $307 billion in 2017. Our ability to expand into adjacent categories within the personal luxury goods market will enable us to increase our penetration of a large and robust total addressable market.

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Investing in new technologies and innovation. We will continue to invest in people, product and infrastructure to drive technological innovation in the luxury industry. This includes continuing to enhance our Marketplace for all participants through the application of data science and machine-learning technologies to facilitate further personalization and inspiring moments for consumers. We will also continue to grow Farfetch Black & White and further develop and monetize Farfetch Store of the Future. We aim to continue to be the innovation partner of choice for the luxury industry, developing new ways for the fashion ecosystem to evolve. We will supplement the growth of our internal service offerings with external third-party providers that can build on our platform to offer complementary services to our consumers and luxury sellers.

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Building the Farfetch brand. While we have established a significant position in the fashion industry, we have an opportunity to increase market share by growing our brand awareness. We believe that with continued investment in brand marketing, data-led insights and effective consumer targeting, we can expand and strengthen our reach.

Our Products

We aspire to build technology products that meet the varied and evolving needs and wants of luxury consumers, retailers and brands.

The Farfetch Marketplace—Farfetch.com and our iOS and Android apps

We have a global consumer base that expects a seamless user experience. Consumers are able to engage with us across our website and mobile apps for both iOS and Android devices. Our Marketplace is supported by 17 localized sites in 12 local languages, offering features such as a user-friendly home page, browse function, product detail, wishlist and consumer account management.

We have a multi-disciplinary search team including data scientists and machine-learning engineers who work to better understand intent, leveraging these insights to identify the type of merchandise that is most meaningful to our consumers, and consequently strengthening our proprietary metadata. The browsing function is underpinned by a real-time stock management system,

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filling search results with higher volume stock to ensure availability. In addition, we are developing visual merchandising tools to train the algorithms used by our merchandising team, so our system becomes more intelligent and our processes become more scalable, trending toward an increasingly personalized experience.

Our consumers are driven by a desire to discover new products and trends. We have two sections of our site, “New In Today” and “New In This Week,” that provide consumers with access to products that just went live on our Marketplace. Our recommendation engine applies strategies ranging from look-alike algorithms on out of stock pages to collaborative filtering options to surface what similar consumers are viewing throughout our catalog.

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The objective of our app is to enable our global consumers to shop effortlessly using their mobile devices, wherever, whenever. Our app, available in 12 languages on iOS and Android, enables consumers to search by designer, category or keyword, shop via daily new arrivals or discover products through highly personalized and dynamic recommendations. We regularly improve our app user experience, adding features such as: personalization; “Shop the Look;” new payment methods, including Apple Pay and WeChat Pay; touch ID and Facebook Connect for easy login; order tracking; geo-targeted shipping services; enhanced search with suggestions and personalized search recommendations; in-app messaging capabilities and push notifications. In addition, the Farfetch Private Client app offers certain consumers bespoke functionality and exclusive access to fashion products and services. From 2016 to 2017, our app’s share of GMV has increased from 13% to 27%, and for the six months ended June 30, 2018, our app accounted for 21% of total visits to our Marketplace.

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Farfetch Black & White Solutions

Farfetch Black & White is our package of white-label solutions for luxury fashion brands and retailers. We deliver a global, multi-channel ecommerce offering that enables retailers and brands to seamlessly interact with their consumers, while also allowing them to focus on the creative aspects of their businesses. These solutions are built on our platform, providing the same capabilities and scale as our Marketplace, and benefitting from the improvements to and the innovation of our platform. We further the specific business goals of our partners by creating a modular package of solutions from which they can choose from specific bundles of products and services or a full end-to-end ecommerce experience.

By building on our fully API-enabled platform, Farfetch Black & White allows for a flexible front-end suite of products, comprised of global websites, apps or WeChat stores. Our back-end infrastructure allows retailers and brands to synchronize their websites with in-store and warehouse inventory, both from mono-brand stores and other suppliers in their distribution network, and facilitate in-store pick-up and consumer returns. Our modular approach provides retailers and brands the optionality of a more flexible solution depending on their ecommerce needs. A retailer or brand could select all of our front-end suite of products or a combination of them. In addition, we offer services, which include, among others, digital marketing, consulting, localization, production and warehousing. All of these are modular services that can complement the front-end suite of products or can stand alone. Monetization of individual products and services is negotiated and may include any combination of build fees, revenue share, agency fees or consultancy fees.

Augmented Retail and Farfetch Store of the Future

We believe the future of luxury fashion retail will be defined by the reinvention of the consumer experience, through online and offline integrations. We call this vision Augmented Retail, taking the magic of the physical store experience and bringing it together with the advantages of the online and digital experience, underpinned by the use of data.

Our Augmented Retail vision begins with the consumer in mind. Consumers enjoy the experience of being in store, building a relationship with the sales associate and experiencing merchandise in the luxury store setting, yet technology has meant that consumers now expect ultra-personalized experiences, both in their real and digital lives, and expect those worlds to be seamlessly connected. Our Augmented Retail vision reflects the retail experience of the future by giving retailers visibility of their consumers’ preferences, both in store and online, enabling them to enhance the services they can

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offer. With this in mind, we have developed a range of services and technologies to progress innovation in the luxury industry.

In April 2017, we unveiled our Augmented Retail vision and launched Farfetch Store of the Future, a technology-powered retail operating system. This suite of technologies aims to improve retail productivity by capturing consumer data and enhancing interactions between consumers and sales associates, both in store and when the consumer interacts with the retailer or brand online. The open innovation approach to our operating system means that retailers and brands can also use third-party technologies on our platform. This allows for a uniquely tailored offering to each brand or retailer in keeping with their in-store and online strategy. Our Farfetch Store of the Future technology launched in Thom Browne’s London and New York stores in February and March 2018, respectively, and in Browns East in May 2018. In February 2018, we announced a multi-year global innovation partnership with CHANEL, through which we will work together to develop a range of digital initiatives to deliver a superior consumer experience both online and offline.

Management Tools for Luxury Sellers

We provide tools and solutions that enable our luxury sellers to maximize their businesses on our Marketplace and provide real-time visibility of inventory. These tools include:

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STORM. STORM provides luxury sellers with a number of capabilities designed to drive their success on our Marketplace, including data management, inventory management, analytics and KPIs, order management and fulfilment, consumer profiles and omnichannel fulfilment.

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FFLINK. FFLINK is the API layer that allows our partners to integrate our platform with their own systems or other third-party ecommerce solutions, such as Magento, Shopify, Cegid, Teamwork Retail, Lightspeed and Retail Pro.

Luxury Seller Case Study

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Our Technology

Technology is at the core of our strategy, powering our operational capabilities and the sustainable scalability of our platform. We believe that continuous investment in our technology has given us a competitive advantage and enabled fast innovation.

While building, maintaining and optimizing our platform, we apply the following key principles:

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API-first design. All the complexity of our business logic is accessible via a variety of APIs. When addressing a new functionality, we consider the questions and actions our platform should address and the most intuitive API design. Only after this assessment do we execute implementation details. This approach focuses our team on delivering the most sustainable solution with the best business outcome.

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Multi-tenancy. Our platform is built for multi-tenancy and multi-client use. This allows the same infrastructure and services architecture to support both our Marketplace and other applications, such as Farfetch Black & White and Farfetch Store of the Future. The architecture design provides security, data isolation and support for individual tenant configurations.

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Modularity. Our platform’s internal services have a modular design, allowing us to evolve individual system boundaries independently or replace components via integration with external modules.

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Flexibility. The ability to integrate with other platforms is key to our design. Our platform has the flexibility to either be a part of other systems or allow other systems to become a part of ours.

Our platform architecture enables the following:

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Cross-device experiences. By making features available through our platform API rather than on a specific device, we enable the possibility of sharing experiences across multiple devices, allowing, for example, consumers to start browsing and adding items to their Shopping Bag on a laptop and complete checkout on a mobile device. Maintenance of features is also done on the platform level, which maximizes efficiency.

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Technology and team organization. The control of our systems design and architecture supports increased agility in our teams’ growth and organization. We rationally scale our organization and technology, clustering teams around business areas with their specific domain languages and building small nimble teams within each area as new services are created, in order to break down the complexity. This model has enabled us to keep start-up like structures that can quickly adapt and react to new challenges.

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Innovation velocity. By having our business logic available via a centralized API-enabled platform, we can quickly make new platform innovations available to all applications and explore new scenarios at the consumer experience level, leveraging past learnings and experience embedded into our platform.

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Provider agnostic. We designed our platform to be independent of any specific infrastructure provider, allowing us to scale across multiple cloud providers or self-managed data centers. We can also run scenarios under containerization, which allows us to run applications within a contained environment or in one operating system but in isolation from one another, or non-containerization, where each application can run within its own or multiple containers and each application runs simultaneously on the same computer. Making such options available as part of our design allows us to manage infrastructure costs.

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Point of delivery. Our systems and infrastructure are designed to operate across multiple geo-distributed points of delivery. They are built using technologies that provide horizontal scalability, high-availability and data management.

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Open Source Technologies

We use open source technologies and continuously assess existing and proven open source frameworks that can be used to accelerate our deliveries and focus on the added value to the business. We license technology, content and other intellectual property from technology providers and partners when a commercial license and support are available, which can provide added value and operating efficiencies to our business and integrate through our API enabled platform.

Our Innovation Framework

We have developed a robust framework around innovation as a way to prioritize our efforts and focus on potential opportunities that are consistent with our mission:

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Our innovation. Our teams innovate on a daily basis, and we provide an environment that inspires and encourages ideas from all Farfetchers to ensure the best are elevated and come to fruition.

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Corporate development. We routinely evaluate acquisitions and collaboration opportunities that will expand our business and further our strategic objectives and mission.

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Platform engagement. We enable external businesses to build on our platform in order to offer complementary products and services to our consumers and platform partners. These businesses engage with us via our API and make use of the modular services we offer to grow their own businesses.

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Dream Assembly. This is our accelerator program that provides commerce technology startups with access to our mentorship, networking and support. It is designed to accelerate the growth of these startups and enhance the luxury ecosystem.

Browns

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Browns is an iconic British fashion and luxury goods retailer with a heritage of introducing new fashion labels and pioneering luxury fashion since the 1970s. As an example of its ability to identify new fashion talent, Browns purchased the entire design school graduation collection of then unknown designer John Galliano, championed other young designers such as Hussein Chalayan and Alexander McQueen from the outset of their careers and, more recently, was the first to stock Christopher Kane.

Browns operates two retail stores in London and also leverages our platform applications. Ownership of Browns enables us to understand the fashion ecosystem through the lens of a boutique. In addition to enhancing our credibility in fashion, Browns also serves the critical mission of pioneering innovations developed under our Augmented Retail strategy, including providing a luxury fashion boutique environment to test Farfetch Store of the Future technology.

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Our Global End-to-End Operations

We provide consumers with a localized luxury experience. Our core operations areas are smart supply chain management and luxury customer care.

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Smart Supply Chain Management

Content Creation. The first step in our supply chain operations is content creation. In-house content creation allows us to achieve a luxury product presentation with a consistent look and feel, with short lead times and low cost. Our content creation process includes styling, photographing, photo-editing and content management. Our studios are the heart of the process, where teams of professional stylists, models and photographers create product images. We also develop original content, including tailored merchandise descriptions, convenient size and fit information and detailed measurements information to provide the best consumer experience, maximize sales and minimize returns.

We operate four strategically located production centers in Guimarães (Portugal), Los Angeles, São Paulo and Hong Kong, processing over 465,000 products and producing approximately 2.4 million unique luxury images during 2017. Our largest production center can process over 3,000 items per day at peak times.

Fulfilment. We have invested significant resources in developing our fully integrated logistics network. We have developed smart supply chain algorithms that are built around deep information sharing and aligned through shared incentives, which make our supply chain scalable, capital efficient and highly agile.

Fulfilment is executed by our luxury sellers and includes picking and packing the merchandise in Farfetch-branded packaging and booking the pick-up for onward delivery to the consumer. We prioritize effective fulfilment to over 190 countries, building a robust process enabled by technology and strong collaboration among our internal teams, our luxury sellers and our distribution delivery carriers.

In the year ended December 31, 2014, approximately 3.3% of our orders were unfulfilled as a result of insufficient stock. We then instituted a scheme of incentives and penalties for our retailers and brands, and in the year ended December 31, 2017, the percentage of unfulfilled orders dropped to approximately 1.4%.

Once an order is packed, the merchandise is distributed to our consumers. We have the global expertise to handle the complexity of a vast network of routes with about 4,000 shipping routes worldwide for the year ended December 31, 2017, and we have extensive knowledge of how to

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manage and optimize the complexities and intricacies of each country combination, including duties and bureaucracies. This allows us to coordinate seamless delivery of over 7,600 parcels per day on average during the year ended December 31, 2017, and we are continuing to scale our delivery services.

We offer a number of delivery options including: standard and premium delivery; click and collect, which allows consumers to receive their shipment at their choice of local boutique or pick-up point; same-day delivery from selected luxury sellers in 18 of our largest cities globally; and F90 store to door delivery in 90 minutes from a number of luxury sellers in Berlin, Dubai, Hong Kong, London, Los Angeles, Madrid, Miami, Milan, New York, Paris, São Paulo and Tokyo. We also offer a free returns service on all our orders from a place and at a time selected by our consumer.

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Luxury Seller Case Studies

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Luxury Customer Care

We provide high-quality customer service throughout the consumer experience, from purchase to returns. We localize aspects of the consumer journey for convenience, such as adjusting our checkout pages to account for various shipping locations and payment methods. Our customer service teams operate seven days a week, based in nine offices globally and interacting in 12 languages.

Sales and Marketing

Our integrated marketing framework represents a core competency that we regard as essential to the success of our Marketplace model. We are focused on continuing to build brand recognition and a demand generation engine that connects our consumers with the world’s best luxury sellers. Through driving high consumer demand, we create a better proposition for our luxury sellers.

Over the last three years, we have invested heavily in building a talented in-house marketing team, while also developing proprietary technologies that enable us to build data-driven and highly-personalized campaigns that can scale globally.

How We Drive Demand

Data-Driven Approach

We collect and utilize a broad range of data from multiple touch points in the luxury fashion ecosystem. This allows us to identify audience segments that are highly engaged in the luxury fashion category, which enables us to focus both brand and performance marketing campaigns on those we believe have a high propensity to purchase. Marketing costs are allocated across our global digital media portfolio using advanced internal bidding algorithms, which are tuned to optimize return on investment.

We employ a scientific approach to marketing. We use our data insights to continuously optimize and improve our marketing and product experiences to be responsive to our consumers’ needs and provide them with a great consumer experience. Our relentless focus on data-driven testing enables us to innovate and optimize at a fast pace.

We have an audience-focused, rather than channel-focused, approach to both brand and performance marketing, which we manage as one integrated program. We use our rich audience insights to identify prospective consumers who we believe have an interest in, and a propensity to buy, luxury fashion. We have built our own marketing technology platform to deploy integrated campaigns that span the entire communications funnel, from awareness to consideration to purchase and retention. We leverage the audience targeting capabilities provided by our online media partners and other non-online sources, and we carefully monitor campaign reach based on propensity to buy and overall engagement with the category. The efficiencies gained from effective audience targeting allow us to build high frequency campaigns that drive awareness of our brand proposition.

We use sophisticated media mix measurement and modelling techniques to evaluate marketing performance, and we match our investment in audience and media to the predicted lifetime value that we believe each segment will generate, optimizing on a market-by-market basis.

Global Scale

Our marketing team is comprised of a broad range of capabilities and disciplines and is responsible for the development of all global performance and brand marketing campaigns. From a demand generation perspective, we manage active marketing campaigns across 190 countries and utilize a hub and spoke operating model that enables us to scale and rapidly deploy new campaigns across all markets, while also localizing messaging and creative assets.

Our global approach enables us to make faster decisions as we can run more tests at scale and determine outcomes faster. In addition, our local teams in Brazil, China, Japan, Russia, the United

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Arab Emirates and the United States are responsible for working with local media channels and partners and localizing global creative concepts while also running local initiatives that bring our brand personality to life.

Consumer Acquisition

We principally acquire consumers through online channels, including paid and organic search, metasearch, affiliate partnerships, display advertising and social channels. We have channel experts who work with dedicated analysts, data scientists and engineers. We have invested significant resources to establish systems that optimize paid search, and our team is highly skilled at developing programs and algorithms to maximize our return on paid search.

Retention and Loyalty

We focus on building continuous dialogue with our consumers given their levels of engagement with luxury shopping. We do this by creating inspiring content and developing personalized and tailored product recommendations, which we distribute via email, push notifications, social media, display advertising and directly on our platform. ACCESS, Farfetch’s loyalty program that will launch in 2018, will provide benefits and rewards to consumers based on their annual spend on our Marketplace.

Farfetch Private Client

Farfetch Private Client caters to some of our most important and highest spending consumers. Our Private Client proposition is to make our Marketplace the only place these valuable consumers need to go for all of their luxury fashion needs.

We offer high-end services such as a dedicated personal shopper, priority customer service line and Fashion Concierge services. Fashion Concierge allows Farfetch Private Client consumers to access exclusive merchandise and to source products from non-Farfetch sellers via their stylists. We also provide Farfetch Private Client consumers exclusive benefits, such as pre-order options, access to special items, early access to coveted items and sales, a Farfetch Private Client app and free shipping on all items.

Our Values and Culture

Our values are at the heart of everything we do. In April 2013, we formalized our values, and we use them as a guide to make decisions about what feels right for our business and people. Farfetchers recognize this, as 81% of our employees expressed belief in our values, according to our May 2017 engagement survey. In addition, according to a November 2017 survey, 88% expressed happiness about work, and 92% recommend Farfetch as a great place to work.

Our values are:


		Be Brilliant: Always strive for excellence and aim to over-deliver; do things brilliantly; embrace your passion and make your work shine.
		Think Global: Demonstrate global ambition in everything you do; respect and learn about other cultures; think globally, act locally.
		Be Revolutionary: Dare to innovate; challenge the status quo; lead—don’t follow; be creative and entrepreneurial.
		Amaze Consumers: Excite and surprise consumers; listen to and care about our consumers; impress them and offer a luxury experience every time.
		Todos Juntos: Be a team player; collaborate with everyone around you; build and engage with teams for a combined effort.
		Be Human: Look after other people; embrace diversity; leverage other people’s strengths; listen to and help others be successful; be yourself.

We host annual all-company events, where we bring Farfetchers together to learn about the following year’s strategic priorities and innovation trends and to showcase our internal talent. As part of

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these events, we have the Farfetch Values Awards, which are peer-voted awards for the people who have lived each value the most, plus a manager recognition award presented by José Neves. Our events and the Farfetch Values Awards have become an important part of our culture.

Our People

As of June 30, 2018, we had a total of 3,009 Farfetchers, which included 191 Browns employees, and we had an additional 200 people working pursuant to freelance and consultancy contracts. Our Farfetchers are based in 13 offices in 9 countries, and 48% of our employees were female and 52% were male as of June 30, 2018. The table below sets out the number of Farfetchers excluding Browns employees, by geography:


Geography	As of June 30, 2018
Portugal		1,690
United Kingdom		512
United States		171
Mainland China		155
Brazil		137
Japan		51
Russia		47
Hong Kong		31
United Arab Emirates		20
India		4

Total		2,818

As of June 30, 2018, approximately 37% of our workforce consisted of technology and product specialists. The remainder was focused on all other business areas, including marketing, operations, production and other commercial and support functions. The table below sets out the number of employees, by category, as of June 30, 2018:


Department	As of June 30, 2018
Technology and Product		1,106
Operations		960
Browns		191
Marketing		186
Commercial		132
People		118
Finance and Legal		116
Other		200

Total		3,009

We believe that we maintain a good working relationship with our people, and we have not experienced any significant labor disputes or any difficulty in recruiting staff for our operations. Our employees are not represented by any collective bargaining agreements or labor unions, other than our employees in Brazil who are represented by two state-level labor unions, as required by law.

Security and Data Protection

We are committed to the security of our consumers’ experience with Farfetch. We undertake administrative and technical measures to protect our systems and the consumer data those systems

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process and store. We have developed policies and procedures designed to manage data security risks. We employ technical security defenses, we monitor servers and systems, and we use technical measures such as data encryption. We also use third parties to assist in our security practices and prevent and detect fraud.

Competition

We operate in a competitive industry, and consumers have the option to purchase both online and offline. While we believe that we do not have any direct competition with our Marketplace, we have indirect competitors in two primary categories:

•

Technology enablement companies:

•

Technology companies that may attract sellers by enabling commerce, such as Shopify or Square; and

•

White-label service providers, which offer end-to-end solutions.

•

Luxury sellers:

•

Online luxury retailers that buy and hold inventory and typically ship from a small number of centralized warehouses;

•

Multichannel players, which are independent retailers that developed their online channel following the success of their physical retail operations;

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Niche multi-brand and streetwear sites;

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Luxury department stores; and

•

Luxury brand stores.

Our Intellectual Property

Our intellectual property, including copyrights and trademarks, is an important component of our business. We have registered trademarks in various international jurisdictions for “FARFETCH” and “BROWNS,” among other brands. Our intellectual property portfolio includes numerous domain names for websites that we use in our business. We have four unpublished patent applications in the United Kingdom, Europe and internationally, which, if issued, would cover aspects of our proprietary technology, and the software code underlying our proprietary technology is also likely protected by copyright.

We control access to, use and distribution of our intellectual property through license agreements, confidentiality procedures, non-disclosure agreements with third parties and our employment and contractor agreements. We rely on contractual provisions with suppliers and luxury sellers to protect our proprietary technology, brands and creative assets. We use a third-party enforcement tool to monitor online image copyright infringement across domains, social media and mobile applications for “BROWNS” and “FARFETCH.” We also use a trademark watch service for the “FARFETCH” and “BROWNS” marks, which notifies us of potentially conflicting trademark applications, and we have registered “FARFETCH” and “BROWNSFASHIONSTORE” with a global domain name watch service and various domain name protected lists to alert us to third party domain name registrations that could potentially be infringing or cybersquatting.

Government Regulation

We use consumer data to perform the services available on our platform and conduct marketing activities, which may involve sharing consumer information with a third party, such as advertisers. Our

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activities involving the use of consumer data are subject to consumer protection, data protection and unfair and deceptive practices laws in jurisdictions in which we operate. In addition, as we accept credit cards transactions, we must comply with the Payment Card Industry Data Security Standards (“PCI DSS”). The United States and European Union are increasingly regulating certain activities on the internet and ecommerce, including the use of information retrieved from or transmitted over the internet, are increasingly focused on ensuring user privacy and information security, which will potentially limit behavioral targeting and online advertising, and are imposing new or additional rules regarding the taxation of internet products and services, the quality of products and services as well as the liability for third-party activities. Moreover, the applicability to the internet of existing laws governing issues such as intellectual property ownership and infringement is uncertain and evolving.

In particular, we are subject to an evolving set of data privacy laws in the United States, European Union and other jurisdictions. As of May 25, 2018, the new EU data protection regime became applicable and provides for a number of changes to the previous regime, including more onerous requirements on companies that process personal data, including, for example, expanded disclosures to tell our consumers about how personal information is to be used, increased rights for consumers to access, control the use of and delete their data and object to marketing and profiling. Certain breaches of the new regime may impose fines up to the greater of €20 million or 4% of the global turnover on a group basis. In addition, specific EU legislation regulating privacy online, including the use of cookies and similar technologies and online targeted advertising, is also under reform.

Many governmental authorities in the markets in which we operate are also considering alternative legislative and regulatory proposals that would increase regulation on internet advertising. It is impossible to predict whether new taxes or regulations will be imposed on our business and whether or how we might be affected.

In many jurisdictions in which we operate, operational licenses are required. In certain jurisdictions, including China, these licenses must be reviewed annually.

Our Facilities

As of June 30, 2018, we had offices in Braga, Dubai, Hong Kong, Lisbon, London, Los Angeles, Moscow, New Delhi, New York, Porto, São Paulo, Shanghai and Tokyo, and production centers in Guimarães, Los Angeles, São Paulo and Hong Kong. In addition, Browns leases retail properties in London.

Our London office is our corporate headquarters, housing our central support functions, and is leased for a term of 12 years expiring in December 2027. It covers an aggregate of approximately 36,000 square feet, divided over three floors. In addition, we recently leased approximately 30,000 square feet of office space in London, adjacent to our London headquarters, pursuant to a lease that expires in 2027.

Legal Proceedings

From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. We are not currently a party to any material legal proceedings (including any such proceedings that are pending or threatened of which we are aware).

Our Strategy in China and Relationship with JD.com

The rapidly growing luxury industry in China represents a major opportunity for us, and we have invested locally to support growth. As of June 30, 2018, we had 186 Farfetchers in Shanghai and

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Hong Kong, and our platform was able to deliver local language and payment systems. To further expand our presence in the luxury industry in China, we recently entered into an agreement for the acquisition of CuriousityChina, a domestic technology company with particular expertise in social CRM and digital marketing for luxury fashion brands.

On June 21, 2017, we entered into a strategic partnership with JD.com. As part of this relationship, Farfetch leverages JD.com’s local logistics network, consumer payment solutions, technology capabilities, and its marketing resources, including its WeChat partnership. We believe that this relationship will give us valuable insight into the Chinese market, while reinforcing our position as a global market leader in this region.

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MANAGEMENT

Executive Officers and Board Members

The following table presents information about our executive officers and Board, including their ages as of August 1, 2018:


Name	Age		Position
*Executive Officers*
José Neves		44	Chief Executive Officer and Board Member
Elliot Jordan		43	Chief Financial Officer
Andrew Robb.		41	Chief Operating Officer
*Board Members*
Frederic Court⁽²⁾		48	Board Member
Dana Evan⁽¹⁾⁽²⁾		58	Board Member
Jon Kamaluddin⁽¹⁾		45	Board Member
Richard Liu		45	Board Member
Natalie Massenet⁽³⁾		53	Board Member
Jonathan Newhouse.		66	Board Member
Danny Rimer⁽²⁾⁽³⁾		47	Board Member
Mike Risman⁽¹⁾		50	Board Member
David Rosenblatt⁽²⁾⁽³⁾		50	Board Member

(1)	Member of the audit committee.

(2)	Member of the compensation committee.

(3)	Member of the nominating and corporate governance committee.

The current business addresses for our executive officers and Board is c/o Farfetch Limited, The Bower, 211 Old Street, London EC1V 9NR, United Kingdom.

Executive Officers

José Neves is our founder and has served as our Chief Executive Officer since 2008. He is also Co-Chair of our Board. Mr. Neves has been involved in luxury fashion since the mid-1990s when he launched footwear business SWEAR. Mr. Neves later founded SIX London, and in 2001, Mr. Neves opened the B-Store, which won the British Fashion Award for Retailer of the Year in 2006. Mr. Neves served on the British Fashion Council board from 2016 to 2018. Mr. Neves studied Economics at the Universidade do Porto in Portugal.

Elliot Jordan has served as our Chief Financial Officer since 2015. Prior to joining us, Mr. Jordan was Director of Finance at ASOS.com, before which he held various senior finance roles at J Sainsbury plc. Mr. Jordan holds a degree from the University of Waikato and is a qualified chartered accountant with the Chartered Accountants of Australia and New Zealand.

Andrew Robb has served as our Chief Operating Officer since 2010, before which he was the Managing Director of Cocosa.com. Prior to that, Mr. Robb held management positions at eBay and Peoplesound.com. Mr. Robb holds a degree from the University of Oxford and an MBA from INSEAD.

Board Members

Frederic Court has served as a non-executive director since April 2010. Mr. Court is the founder and managing partner of Felix Capital, a venture capital firm he launched in 2015. Mr. Court also has been a General Partner at Advent Ventures since 2001 with a global focus on investment opportunities in consumer internet, mobile and software. Mr. Court brings over 20 years’ experience in

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entrepreneurial investment in the technology industry. Mr. Court currently serves on the boards of several private companies. Mr. Court holds a degree from ESSEC Business School in Paris.

Dana Evan has served as a non-executive director since April 2015. Ms. Evan is a venture partner at Icon Ventures and has invested in and served on the boards of companies in the internet, technology and media sectors since 2007. Between 1996 and 2007, Ms. Evan served as Chief Financial Officer of VeriSign, Inc. Ms. Evan brings over 25 years of executive leadership experience in global finance and operations management in the technology and media sectors. Ms. Evan currently serves on the boards of Domo Inc., Box, Inc. and Proofpoint, Inc. Ms. Evan also serves on the boards of several private technology companies. Ms. Evan has also served on the board and as a member of Criteo S.A. from 2013 to 2017, Fusion-IO from 2011 to 2014, Everyday Health Inc. until it was acquired by Ziff Davis, LLC in December 2016, Fusion-IO, Inc., which was acquired by SanDisk in August 2014 and Omniture, Inc., until it was acquired by Adobe Systems Inc. in 2009. Ms. Evan holds a degree from the University of Santa Clara and is a Certified Public Accountant (inactive).

Jon Kamaluddin has served as a non-executive director since June 2015. Mr. Kamaluddin brings over 16 years of executive experience in creative consumer brands and related enabling-technologies investment, ecommerce and technology. Mr. Kamaluddin served as a member of the board of ASOS PLC between 2004 and 2013, while spending five years as the Financial Director and the company Secretary before moving to the International Director position. Mr. Kamaluddin currently serves on the board of BCA Marketplace Plc, where he also serves as Chairman of the audit committee, and serves on the boards of several private companies as well. He is also Chairman of the board of a private company. Mr. Kamaluddin holds a degree from the University of Bristol. Mr. Kamaluddin is a Fellow of the Institute of Chartered Accountants in England and Wales.

Richard Liu has served as a non-executive director since June 2017. Mr. Liu is the founder, Chairman and Chief Executive Officer of JD.com. In June 1998, Mr. Liu started his own business in Beijing, which was mainly engaged in the distribution of magneto-optical products. In January 2004, Mr. Liu launched his first online retail website, and he founded JD.com later that year. Mr. Liu holds a degree from Renmin University of China in Beijing and an EMBA degree from the China Europe International Business School.

Dame Natalie Massenet, DBE has served as a non-executive director and Co-Chair since February 2017. Ms. Massenet is currently the Co-Managing Partner of Imaginary Ventures, whose portfolio companies include Appear Here, Daily Harvest and Good American. In 2000, Ms. Massenet founded and launched her ecommerce venture, Net-A-Porter, a luxury fashion online retailer. Ms. Massenet served as Executive Chairman until September 2015, when she stepped down following the YOOX and Net-a-Porter merger. Ms. Massenet currently serves on the board of Imaginary Ventures Limited and Donhead House Limited and served on the board of the British Fashion Council as Chairman from 2012 to 2017. In 2009, Ms. Massenet was awarded an MBE, and in January 2016, she was made a Dame Commander of the Order of the British Empire. Both awards were in recognition of her contributions to the United Kingdom fashion and retail industries. Ms. Massenet holds a degree from University of California, Los Angeles.

Jonathan Newhouse has served as a non-executive director since July 2017. Mr. Newhouse has been Chairman of Condé Nast International, a media holding company, since 1991 and serves on the management board of Condé Nast U.S. Mr. Newhouse currently serves on the boards and committees of numerous Condé Nast International’s group and publication companies, including Tatler Publishing Company Limited and Interculture Communications Inc. Mr. Newhouse previously served as Executive Vice President of The New Yorker in the mid-1980s and then publisher of Details Magazine. Mr. Newhouse is also a founder and director of Child Priority Foundation, an Italy-based charitable organization, which was started in 2001. Mr. Newhouse was honored as Officer in the

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Order of Arts and Letters of France in 2008, and in 2017 was granted an honorary fellowship from Shenkar College in Tel Aviv, honoring him for his achievements and contribution to the fashion and publishing industries. Mr. Newhouse attended Yale College.

Danny Rimer has served as an observer since 2011 and as a non-executive director since February 2015. Mr. Rimer has been a general partner at Index Ventures, a venture capital firm, since 2002. Mr. Rimer currently serves as non-executive director on the boards of several private companies. From 2008 to 2015, Mr. Rimer served on the boards of Boku and British Sky Broadcasting Group plc, and from 2012 to 2015, he served on the board of Etsy Inc. Mr. Rimer also previously held board positions with Betfair, Dropbox and Skype. He was appointed an Officer of the Order of the British Empire (OBE) in 2017 for services to business and charity. Mr. Rimer holds a degree from Harvard University.

Mike Risman has served as a non-executive director since April 2014. Mr. Risman is Managing Partner and a founding member of Vitruvian Partners, having co-founded the firm in 2006. Prior to Vitruvian, Mr. Risman spent ten years at Apax Partners where he was a Global Equity Partner and led their Information Technology Investment Team in Europe. Between 2012 and 2016, Mr. Risman served as a non-executive director of Just Eat plc, and he previously served on the board of Dialog Semiconductor Plc. Mr. Risman currently serves on the boards of several private companies as non-executive director. Mr. Risman has a degree from the University of Cambridge and an MBA from Harvard Business School.

David Rosenblatt has served as non-executive director since May 2017. Since 2011, Mr. Rosenblatt has served as the Chief Executive Officer of 1stdibs.com and also serves on their board of directors. From 2004 through 2008, Mr. Rosenblatt served as the Chief Executive Officer of DoubleClick. Following Mr. Rosenblatt’s sale of DoubleClick to Google in 2007, he served as Google’s President of Display Advertising until 2009. Mr. Rosenblatt currently serves on the boards of Twitter and IAC/InterActive Corp. He has previously served on the board of Narrative Science, Inc. and was Chairman and co-founder of Group Commerce, Inc. Mr. Rosenblatt has a degree from Yale University and an MBA from the Stanford University Graduate School of Business.

Foreign Private Issuer Status

As a foreign private issuer whose shares will be listed on the NYSE, we will have the option to follow certain home country corporate governance practices rather than those of the NYSE, except to the extent that such laws would be contrary to U.S. securities laws and provided that we disclose the practices we are not following and describe the home country practices we are following.

However, we intend to comply with the rules generally applicable to U.S. domestic companies listed on the NYSE. We may in the future decide to use other foreign private issuer exemptions with respect to some or all of the other NYSE listing requirements. Following our home country governance practices may provide less protection than is accorded to investors under the NYSE listing requirements applicable to domestic issuers.

Board of Directors

Upon consummation of this offering, we will have ten directors, eight of whom will be independent. Mr. Neves and Ms. Massenet will be the Co-Chairs of our Board. Directors can be appointed and removed and/or replaced by an ordinary resolution of the shareholders. In addition, directors may be appointed either to fill a vacancy arising from the resignation of a former director or as an addition to the existing Board by the affirmative vote of a simple majority of the directors present and voting at a Board meeting, which shall include the affirmative vote of Mr. Neves for as long as he is a director. A director may also be removed by notice from all of the other directors, which shall require the affirmative vote of Mr. Neves for as long as he is a director. See “Description of Share Capital and

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Articles of Association.” Each of our directors holds office until he or she resigns, retires by rotation or is recused from office.

Board Committee Composition

The Board has established an audit committee; a compensation committee; and a nominating and corporate governance committee.

Audit Committee

The audit committee, which is expected to consist of Jon Kamaluddin, Dana Evan and Mike Risman, will assist the Board in overseeing our accounting and financial reporting processes and the audits of our financial statements. Jon Kamaluddin will serve as Chairman of the committee. The audit committee will consist exclusively of members of our Board who are financially literate, and each of Mr. Kamaluddin, Ms. Evan and Mr. Risman is considered an “audit committee financial expert” as defined by the SEC. Our Board has determined that Mr. Kamaluddin, Ms. Evan and Mr. Risman each satisfy the “independence” requirements set forth in Rule 10A-3 under the Exchange Act. Our Board has determined that the simultaneous service by Ms. Evan on the audit committee of three other public companies would not impair her ability to effectively serve on our audit committee. The audit committee is governed by a charter that complies with NYSE rules.

The audit committee will be responsible for:

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recommending the appointment of the independent auditor to the general meeting of shareholders;

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the appointment, compensation, retention and oversight of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit services;

•

pre-approving the audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render such services;

•

evaluating the independent auditor’s qualifications, performance and independence on at least an annual basis;

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reviewing and discussing with the Board and the independent auditor our annual audited financial statements and quarterly financial statements prior to the filing of the respective annual and quarterly reports;

•

reviewing our compliance with laws and regulations, including any initiatives or major litigation or investigations against us that may have a material impact on our financial statements, and assessing our risk management, compliance procedures and hiring of independent auditor employees; and

•

approving or ratifying any related person transaction (as defined in our related person transaction policy) in accordance with our related person transaction policy.

The audit committee will meet as often as one or more members of the audit committee deem necessary, but in any event will meet at least four times per year. The audit committee will meet at least once per year with our independent registered public accounting firm, without our executive officers being present.

Compensation Committee

The compensation committee, which is expected to consist of Dana Evan, Danny Rimer, Frederic Court and David Rosenblatt, will assist the Board in determining executive officer compensation. Dana Evan will serve as Chairman of the committee. The committee will recommend to the Board for determination the compensation of each of our executive officers and directors. Under SEC and NYSE

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rules, there are heightened independence standards for members of the compensation committee, including a prohibition against the receipt of any compensation from us other than standard Board fees. All of our expected compensation committee members will meet this heightened standard.

The compensation committee will be responsible for:

•

identifying, reviewing and approving corporate goals and objectives relevant to executive officer compensation;

•

analyzing the possible outcomes of the variable remuneration components and how they may affect the remuneration of our executive officers;

•

evaluating each executive officer’s performance in light of such goals and objectives and determining each executive officer’s compensation based on such evaluation;

•

determining any long-term incentive component of each executive officer’s compensation in line with the remuneration policy and reviewing our executive officer compensation and benefits policies generally; and

•

reviewing and assessing risks arising from our compensation policies and practices for our employees and whether any such risks are reasonably likely to have a material adverse effect on us.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee, which is expected to consist of Natalie Massenet, David Rosenblatt and Danny Rimer, will assist our Board in identifying individuals qualified to become members of our Board consistent with criteria established by our board and in developing our corporate governance principles. Natalie Massenet will serve as Chairman of the committee.

The nominating and corporate governance committee will be responsible for:

•

identifying individuals qualified to become members of the Board and ensuring these individuals have the requisite expertise with sufficiently diverse and independent backgrounds;

•

reviewing and evaluating the composition, function and duties of our Board;

•

recommending nominees for selection to our Board and its corresponding committees;

•

making recommendations to the board as to determinations of Board member independence;

•

leading the Board in a self-evaluation, at least annually, to determine whether it and its committees are functioning effectively;

•

overseeing and recommending for adoption by the general meeting of shareholders the compensation for our Board members; and

•

developing and recommending to the Board our rules governing the Board and code of business conduct and ethics and reviewing and reassessing the adequacy of such rules governing the Board and Code of Business Conduct and Ethics and recommending any proposed changes to the Board.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics, which covers a broad range of matters including the handling of conflicts of interest, compliance issues and other corporate policies such as equal opportunity and non-discrimination standards.

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Duties of Board Members and Conflicts of Interest

Under Cayman Islands law, our directors have a duty to act in good faith and in what they consider to be in the best interests of the Company. Our directors are required to exhibit, in the performance of their duties, both the degree of skill that may reasonably be expected to have from a subjective perspective determined by reference to each such director’s knowledge and experience, and the skill and care objectively to be expected from a person occupying office as a director. In fulfilling their duty of care to the Company, our directors must ensure compliance with our Articles. In certain limited circumstances, a shareholder has the right to seek damages if a duty owed by our directors is breached.

Under our Articles, directors who are in any way, whether directly or indirectly, interested in a contract or proposed contract with our Company must declare the nature of their interest at a meeting of the Board or by notice in writing to the members of the Board. If the majority of the Board determines that there is a conflict of any director (or their affiliates) with the general business of the Company, then the Board may determine to exclude such director from all further discussions of the Board and receipt of information, until such time as it is determined by the Board that the director is no longer in such conflict. Subject to the foregoing, a director may vote in respect of any contract or proposed contract notwithstanding his interest; provided that, in exercising any such vote, such director’s duties remain as described above.

Compensation

We set out below the amount of compensation paid and benefits in kind provided by us or our subsidiaries to our executive officers and members of our Board for services in all capacities to us or our subsidiaries for the year ended December 31, 2017, as well as the amount contributed by us or our subsidiaries to retirement benefit plans for our executive officers and members of our Board.

Executive Officer and Board Member Compensation

The compensation for each of our executive officers is comprised of the following elements: base salary, discretionary bonus, contractual benefits, and pension contributions. Total compensation paid and benefits in kind provided to our executive officers and members of our Board for the year ended December 31, 2017 was $1.2 million. In addition, our executive officers and members of our Board were granted an aggregate of 431,942 shares subject to stock options in the year ended December 31, 2017.

Executive Officer and Board Member Employment Agreements

Our executive officers each currently have an employment agreement providing for employment for an indefinite period of time, subject to a six-month (in the case of Mr. Jordan and Mr. Robb) or twelve-month (in the case of Mr. Neves) notice period upon termination of employment by either the executive or us, other than terminations for gross misconduct.

We have also entered into written service agreements with each of Dana Evan, Jonathan Kamaluddin, David Rosenblatt and Natalie Massenet, providing for an indefinite period of service and the grant of equity awards. These agreements provide for a three-month notice period upon termination of service by either party (other than terminations for misconduct), but do not provide for any other benefits upon a termination of service. We have not entered into written employment or service agreements with any of our other non-employee directors. However, we may in the future enter into employment or services agreements with such individuals, the terms of which may provide for, among other things, cash or equity based compensation and benefits.

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Share Ownership

The following table provides information regarding share ownership by our officers and directors as of , 2018, after giving effect to the Reorganization Transactions:

Name of Beneficial Owner

Number of
Class A
Ordinary
Shares
Owned

Number of
Class B
Ordinary
Shares
Owned

Approximate
Percentage of
Outstanding
Class A
Ordinary
Shares

Approximate
Percentage of
Outstanding
Class B
Ordinary
Shares

Number of
Shares
Underlying
Options

Option
Exercise
Price ($)

Option
Expiration
Date

José Neves

Elliot Jordan

Andrew Robb

Frederic Court

Dana Evan

Jon Kamaluddin

Richard Liu

Natalie Massenet

Jonathan Newhouse

Danny Rimer

Mike Risman

David Rosenblatt

*	Represents beneficial ownership of less than 1%.

Long-Term Incentive Plans

Farfetch.com Limited Enterprise Management Incentive Scheme

The Farfetch.com Limited Enterprise Management Incentive Scheme (the “EMI Plan”) allows for the grant of options to purchase Farfetch.com ordinary shares to eligible directors or employees of Farfetch.com or its subsidiaries. The EMI Plan is administered by our Board whose decisions on all disputes and matters concerning the interpretation of the rules are final. Options granted under the EMI Plan are governed by the rules of the EMI Plan, an option agreement entered into with each participant, and Schedule 5 of the Income Tax (Earnings and Pensions) Act 2003. Each of the options granted under the EMI Plan is fully vested and we expect the grants to be exercised prior to completion of this offering. The EMI Plan is closed to any new grants.

Farfetch.com Limited Share Option Scheme

The Farfetch.com Limited Share Option Scheme (the “Share Option Plan”) allows for the grant of options to purchase Farfetch.com ordinary shares to eligible directors or employees of Farfetch.com or our subsidiaries. The Share Option Plan is administered by our Board whose decisions on all disputes and matters concerning the interpretation of the rules are final. Options granted under the Share Option Plan are governed by the rules of the Share Option Plan and an option agreement entered into with each participant. The options generally vest over four years from the date of grant of the option, subject to the participant’s continued employment by us. The Share Option Plan is closed to any new grants.

Farfetch.com Limited 2015 Long-Term Incentive Plan

The Farfetch.com Limited 2015 Long-Term Incentive Plan (the “LTIP”) allows for the grant of options to purchase Farfetch.com ordinary shares, restricted shares and linked awards to eligible directors or employees of us or our subsidiaries. The LTIP is administered by our Board whose decisions on all disputes and matters concerning the interpretation of the rules are final. No restricted shares have been granted under the LTIP. Options granted pursuant to the LTIP vest over four years subject to the participant’s continued employment by us.

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Pursuant to the LTIP, we have entered into linked award deeds (the “Linked Award Deeds”) with certain employees, which provide the employee with the simultaneous award of an option to purchase ordinary shares and the issuance of restricted linked ordinary shares (together a, “Linked Award”). In each case, the number of restricted linked ordinary shares issued to the employee in connection with the option was equal to the number of ordinary shares subject to the option. An aggregate of ordinary shares are subject to options issued in connection with the Linked Award Deeds and restricted linked ordinary shares were issued in connection with these options.

The restricted linked ordinary shares (and the Class A ordinary shares into which they may convert as described below) are not transferable. The linking of an option to purchase Class A ordinary shares with an equivalent number of restricted linked ordinary shares is intended to provide the opportunity for a more favorable tax treatment of the holder’s gains upon a sale of our Class A ordinary shares.

The restricted linked ordinary shares held by an employee will convert into Class A ordinary shares and/or deferred shares immediately before this offering, depending on the offering price relative to a specified hurdle (referred to as the “Hurdle Amount”). Different Hurdle Amounts have been established with respect to different allotments of restricted linked ordinary shares. If the offering price exceeds the applicable Hurdle Amount then a proportion of the restricted A ordinary shares will be converted into ordinary shares and the rest into deferred shares. Deferred linked ordinary shares may be repurchased by the Company either prior to or following this offering for an aggregate price of £0.01 to each holder.

On each occasion that the employee proposes to realize the Linked Awards, a formula (as set out in the applicable Linked Award Deed) is applied to calculate how many linked shares will cease to be subject to restrictions on transfer to deliver to the employee the “in-the-money value” of the Linked Award (i.e., market value of our Class A ordinary shares less the exercise price). If the in-the-money value of the vested Linked Award is delivered by the release of linked shares, the options purported to be exercised will lapse. To the extent the employee does not hold a sufficient number of linked shares to deliver the in-the-money value of the Linked Award being exercised, then the option will be exercised over Class A ordinary shares.

Additional Individual Option Schemes

We have entered into letter agreements with certain employees in connection with the recent acquisition of Fashion Concierge UK Limited (“Fashion Concierge”). Pursuant to such letter agreements, certain employees will receive a grant of our shares if they (1) are employed (and have not yet served or been served a notice of termination) on the third anniversary of their employment commencement date with us or (2) cease employment prior to the third anniversary of their employment commencement date with us due to a good leaver termination. The employees receive an additional grant of shares pursuant to such letter agreements, (the “Conditional Share Issuance”) if (1) they are employed (and have not yet served or been served a notice of termination) on December 31, 2020, or prior to this date, ceased to be employed due to a good leaver termination and (2) for the 2020 financial year a minimum weighted average commission of 7% has been achieved by Fashion Concierge. The number of shares issued under the Conditional Share Issuance varies depending on the net transaction value achieved by Fashion Concierge for the 2020 financial year.

We have also granted an option to purchase our ordinary shares to an employee that was fully vested on grant.

2018 Farfetch Employee Equity Plan

We intend to adopt the 2018 Farfetch Employee Equity Plan (the “2018 Plan”), under which we may grant cash and equity-based incentive awards in order to attract, motivate and retain the talent for

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which we compete. The material terms of the 2018 Plan, as it is currently contemplated, are summarized below. Our Board is still in the process of developing, approving and implementing the 2018 Plan and, accordingly, this summary is subject to change.

Eligibility and Administration. Our employees, consultants and directors, and employees, will be eligible to receive awards under the 2018 Plan. Following this offering, the 2018 Plan will be administered by our Board with respect to awards to non-employee directors and by the compensation committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of our directors and/or officers (referred to collectively as the plan administrator below), subject to certain limitations that may be imposed under stock exchange rules. The plan administrator will have the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the 2018 Plan, subject to its express terms and conditions. The plan administrator will also set the terms and conditions of all awards under the 2018 Plan, including any vesting and vesting acceleration conditions.

Limitation on Awards and Shares Available. The aggregate number of our Class A ordinary shares that will be available for issuance under awards granted pursuant to the 2018 Plan is , provided, however, no more than shares may be issued upon the exercise of incentive share options. The shares may be authorized but unissued shares, or shares purchased in the open market. If an award under the 2018 Plan is forfeited, expires or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the 2018 Plan. However, the following shares may not be used again for grant under the 2018 Plan: (1) shares tendered or withheld to satisfy grant or exercise price or tax withholding obligations associated with an award; (2) shares subject to a share appreciation right, or SAR, that are not issued in connection with the share settlement of the SAR on its exercise; and (3) shares purchased on the open market with the cash proceeds from the exercise of options.

Awards granted under the 2018 Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares available for grant under the 2018 Plan. The maximum amount of the grant date fair value of equity-based awards and the amount of any cash-based awards granted to a non-employee director pursuant to the 2018 Plan during any calendar year will be $ .

Awards. The 2018 Plan provides for the grant of share options, including incentive share options (“ISOs”) and nonqualified share options (“NSOs”) restricted shares, dividend equivalents, share payments, restricted share units (“RSUs”), performance shares, other incentive awards, share appreciation rights (“SARs”) and cash awards. No determination has been made as to the types or amounts of awards that will be granted to specific individuals pursuant to the 2018 Plan. Certain awards under the 2018 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the 2018 Plan will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post- termination exercise limitations. Awards other than cash awards generally will be settled in Class A ordinary shares, but the plan administrator may provide for cash settlement of any award.

Certain Transactions. The plan administrator has broad discretion to take action under the 2018 Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our Class A ordinary shares, such as share dividends, share splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our shareholders known as “equity

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restructurings,” the plan administrator will make equitable adjustments to the 2018 Plan and outstanding awards. In the event of a change in control of our Company (as defined in the 2018 Plan), to the extent that the surviving entity declines to continue, convert, assume or replace outstanding awards, then all such awards will become fully vested and exercisable in connection with the transaction. Upon or in anticipation of a change of control, the plan administrator may cause any outstanding awards to terminate at a specified time in the future and give the participant the right to exercise such awards during a period of time determined by the plan administrator in its sole discretion. Individual award agreements may provide for additional accelerated vesting and payment provisions.

Non-U.S. Participants. The plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States.

Claw-Back Provisions, Transferability, and Participant Payments. All awards will be subject to the provisions of any claw- back policy implemented by us to the extent set forth in such claw-back policy and/or in the applicable award agreement. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the 2018 Plan are generally non-transferable prior to vesting, and are exercisable only by the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2018 Plan, the plan administrator may, in its discretion, accept cash or check, our Class A ordinary shares that meet specified conditions, a “market sell order” or such other consideration as it deems suitable.

Plan Amendment and Termination. Our Board may amend or terminate the 2018 Plan at any time; however, except in connection with certain changes in our capital structure. No award may be granted pursuant to the 2018 Plan after the tenth anniversary of the date on which our Board adopts the 2018 Plan.

Section 162(m) Reliance Period. The 2018 Plan provides that to the maximum extent permitted under applicable law, all awards granted pursuant to the 2018 Plan shall be interpreted to qualify for any post-public offering reliance period deduction limit exception set forth in U.S. Treasury Regulation 1.162-27(f) (or any successor thereto). Under current law, for newly public companies, Section 162(m) offers a transition relief period during which time the $1,000,000 deduction limitation does not apply to certain plans or arrangements that existed before the Company became publicly held. A company may generally rely on this transition relief period until the earliest of (i) the expiration of the plan; (ii) the material modification of the plan; (iii) the issuance of all employer share and other compensation allocated under the plan; or (iv) the first meeting of shareholders at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the initial public offering occurs or, in the case of a private company that becomes publicly held without an initial public offering, the first calendar year following the calendar year in which the company becomes publicly held.

Indemnification

Our executive officers and Board members have the benefit of indemnification provisions in our Articles. These provisions give our executive officers and Board members the right, to the fullest extent permitted by law, to recover from us amounts, including but not limited to litigation expenses, and any damages they are ordered to pay, in relation to acts or omissions in the performance of their duties.

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Insofar as indemnification of liabilities arising under the Securities Act may be permitted to executive officers and Board members or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth information relating to the beneficial ownership of our Class A ordinary shares and Class B ordinary shares as of August 1, 2018 (1) prior to the consummation of this offering and (2) as adjusted to reflect the sale of our Class A ordinary shares in this offering and the concurrent private placement, in each case giving effect to the Reorganization Transactions, for:

•

each person, or group of affiliated persons, known by us to beneficially own 5% or more of our outstanding Class A ordinary shares;

•

each of our executive officers and our Board;

•

all of our executive officers and our Board as a group; and

•

the selling shareholders.

For further information regarding material transactions between us and principal shareholders, see “Related Party Transactions.”

The number of Class A ordinary shares and/or Class B ordinary shares beneficially owned by each entity, person, executive officer or Board member is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days of August 1, 2018 through the exercise of any option, warrant or other right. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Class A ordinary shares or Class B ordinary shares held by that person.

The percentage of shares beneficially owned before the offering is computed on the basis of of our Class A ordinary shares and Class B ordinary shares as of August 1, 2018. The percentage of shares beneficially owned after the offering and the concurrent private placement is based on the number of our Class A ordinary shares to be outstanding after this offering and the concurrent private placement, including the of our Class A ordinary shares that the selling shareholders are selling in this offering, and assumes no exercise of the option to purchase additional Class A ordinary shares from us. Class A ordinary shares that a person has the right to acquire within 60 days of August 1, 2018 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all executive officers and Board members as a group. Unless otherwise indicated below, the address for each beneficial owner listed is c/o Farfetch Limited, The Bower, 211 Old Street, London EC1V 9NR, United Kingdom.

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Class A ordinary shares
beneficially owned
before the offering and
the concurrent private
placement

Class B ordinary shares
beneficially owned
before the offering and
the concurrent private
placement

% of total
voting power
before the
offering
and the
concurrent
private
placement

Class A
ordinary
shares
being
offered

Class A ordinary shares
beneficially owned after the
offering and the concurrent private placement

Class B ordinary shares beneficially owned
after the offering and the concurrent
private placement

% of total
voting power
after the
offering
and the
concurrent
private
placement

No Exercise of
Over-Allotment
Option

Full Exercise of
Over-Allotment
Option

Full Exercise of
Over-Allotment
Option

Name of beneficial owner

Number

Percent

Number

Percent

Number

Percent

Number

Percent

Number

Percent

Number

Percent

5% or Greater Shareholders

Kadi Group Holding Limited(1)

Index Ventures V (Jersey), L.P.(2)

Advent Private Equity Fund IV(3)

Farhold (Luxembourg) S.a r.l.(4)

DST Global IV, L.P.(5)

Advance Publications, Inc.(6)

Executive Officers and Board Members

José Neves(7)

Elliot Jordan(8)

Andrew Robb(9)

Frederic Court(10)

Dana Evan(11)

Jon Kamaluddin(12)

Richard Liu(13)

Natalie Massenet(14)

Jonathan Newhouse(15)

Danny Rimer(16)

Mike Risman(17)

David Rosenblatt(18)

All executive officers and Board members as a group (12 persons)

Selling Shareholders

*	Indicates beneficial ownership of less than 1% of the total outstanding Class A ordinary shares.

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(1)

Represents Class A ordinary shares held by Kadi Group Holding Limited, a company organized under the laws of the British Virgin Islands with company number 1942039. The business address of Kadi Group Holding Limited is Geneva Place, Waterfront Drive, P.O. Box 3469, Road Town, Tortola, British Virgin Islands. Kadi Group Holding Limited is a wholly owned subsidiary of JD.com, Inc., which exercises voting and investment power over the Class A ordinary shares held by Kadi Group Holding Limited and may be deemed to have beneficial ownership of all of these Class A ordinary shares.

(2)

Represents Class A ordinary shares held by Index Ventures V (Jersey), L.P., Class A ordinary shares held by Yucca (Jersey) SLP and Class A ordinary shares held by Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P. Index Venture Associates V Limited (“IVA V”) is the managing general partner of Index Ventures V (Jersey) L.P. and Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P. (together, the “Index Funds”). Yucca (Jersey) SLP is the nominee shareholder for participants in the Index co-investment scheme that is contractually required to mirror the Index Funds’ investment. Bernard Dallé, David Hall, Phil Balderson, Alex Di Santo and Sinéad Meehan are the members of the board of directors of IVA V and may be deemed to have shared voting and dispositive power with respect to the shares held by the Index Funds. The principal address of the Index Funds and Yucca (Jersey) SLP is 44 Esplanade, St Helier, Jersey JE4 9WG, Channel Islands.

(3)

Represents Class A ordinary shares held by Advent Private Equity Fund IV, Class A ordinary shares held by Advent Industry LP and Class A ordinary shares held by Advent Management IV Limited Partnership. Advent Venture Partners LLP is the beneficial owner of each of Advent Private Equity Fund IV, Advent Industry LP and Advent Management IV Limited Partnership. Advent Venture Partners LLP is an English limited partnership, and its business address is 27 Beak Street, London W1F 9RU, United Kingdom. Advent Venture Partners LLP exercises voting and investment power over the Class A ordinary shares held by Advent Private Equity Fund IV, Advent Industry LP and Advent Management IV Limited Partnership and may be deemed to have beneficial ownership of all of these Class A ordinary shares.

(4)

Represents Class A ordinary shares held by Farhold (Luxembourg) S.a r.l., a company organized under the laws of Luxembourg. The business address of Farhold (Luxembourg) S.a r.l. is 1, rue Hildegard von Bingen, L-1282, Luxembourg. Farhold (Luxembourg) S.a r.l is indirectly wholly owned by certain limited partnerships, and Vitruvian Partners LLP is the general partner and manager of such limited partnerships. Vitruvian Partners LLP may be deemed to have beneficial ownership of all of these Class A ordinary shares.

(5)

Represents Class A ordinary shares held by DST Global IV, L.P., a Cayman Islands limited partnership. The business address of DST Global IV, L.P. is c/o Tulloch & Co, 4 Hill St, London W1J 5NE. DST Managers Limited, (DST Global IV’s General Partner) exercises voting and investment power over the Class A ordinary shares held by DST Global IV, L.P. and may be deemed to have beneficial ownership of all of these Class A ordinary shares.

(6)

Represents Class A ordinary shares held by Condé Nast International Ltd, Class A ordinary shares held by Advance Magazine Publishers Inc. and Class A ordinary shares held by CN Commerce Ltd. Advance Publications, Inc. is the beneficial owner of each of Condé Nast International Ltd, Advance Magazine Publishers Inc. and CN Commerce Ltd. Advance Publications, Inc. is organized under the laws of State of New York, United States, and its business address is 1 World Trade Center, New York, New York 10007 USA. Advance Publications, Inc. exercises voting and investment power over the Class A ordinary shares held by Condé Nast International Ltd, Advance Magazine Publishers Inc. and CN Commerce Ltd and may be deemed to have beneficial ownership of all of these Class A ordinary shares.

(7)

Includes (i) Class A ordinary shares underlying options that are currently exercisable within 60 days of July 31, 2018 and (ii) Class B ordinary shares held by TGF Participations Limited. TGF Participations Limited is incorporated under the laws of the Isle of Man with registered number 007463V, and José Neves is the only named beneficiary. The business address of TGF Participations Limited is Grosvenor House, 66-67 Athol Street, Douglas, Isle of Man IM1 1JE. José Neves exercises voting and investment power over the Class B ordinary shares held by TGF Participations Limited and may be deemed to have beneficial ownership of all of these Class B ordinary shares.

(8)	Mr. Jordan holds Class A ordinary shares underlying options that are currently exercisable within 60 days of August 1, 2018.

(9)	Mr. Robb holds Class A ordinary shares underlying options that are currently exercisable within 60 days of August 1, 2018.

(10)

Mr. Court holds no shares directly. Mr. Court is the founder and managing partner of Felix Capital, which manages funds that collectively own Class A ordinary shares. Mr. Court is a General Partner at Advent Ventures, which manages funds that collectively own Class A ordinary shares. See note 3 above.

(11)	Ms. Evan holds Class A ordinary shares underlying options that are currently exercisable within 60 days of August 1, 2018.

(12)	Mr. Kamaluddin holds Class A ordinary shares underlying options that are currently exercisable within 60 days of August 1, 2018.

(13)

Mr. Liu holds no shares directly. Mr. Liu is the founder, Chairman and Chief Executive Officer of JD.com, Inc. Kadi Group Holding Limited is a wholly owned subsidiary of JD.com, Inc., which exercises voting and investment power over the Class A ordinary shares held by Kadi Group Holding Limited. See note 1 above.

(14)	Includes (a) Class A ordinary shares held directly, (b) Class A ordinary shares held by Imaginary Venture Capital Partners I, LP, over which Ms. Massenet has shared voting power and (c) Class A ordinary shares underlying options that are currently exercisable within 60 days of August 1, 2018.

(15)	Mr. Newhouse holds no shares directly. Mr. Newhouse is Chairman of Condé Nast International, which manages funds that collectively own Class A ordinary shares. See note 6 above.

(16)

Mr. Rimer holds no shares directly. Mr. Rimer is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to the Index Funds. Mr. Rimer is involved in making recommendations to the Index Funds but does not hold voting or dispositive power over the Class A ordinary shares held by the Index Funds. See note 2 above.

(17)	Mr. Risman holds no shares directly. Mr. Risman is the Managing Partner and founding member of Vitruvian Partners LLP, which manages funds that collectively own Class A ordinary shares. See note 4 above.

(18)	Includes (a) Class A ordinary shares held directly, (b) restricted share units, subject to the consummation of this offering and (c) Class A ordinary shares underlying options that are currently exercisable within 60 days of August 1, 2018.

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RELATED PARTY TRANSACTIONS

The following is a description of related party transactions we have entered into since January 1, 2015 with any of the members of our Board or executive officers and the holders of more than 5% of our Class A ordinary shares.

Registration Rights Agreement

On July 21, 2017, we entered into a Registration Rights Agreement with Kadi Group, Condé Nast International Ltd, Advance Magazine Publishers Inc., CN Commerce Ltd, Index Ventures V (Jersey), L.P., Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P., Yucca (Jersey) SLP, Farhold (Luxembourg) S.A.R.L., DST Global IV, L.P., Sebatik Investments Limited, TGF Participations Limited, Republic Technologies Pte td, Advent Private Equity Fund IV, Advent Industry L.P., Advent Management IV Limited Partnership, Newsight Investment Holdings I Ltd, Newsight Investment Holdings II Ltd and Legendre Holding 51 SAS (the “Registration Rights Agreement”), pursuant to which such investors have certain demand registration rights, short-form registration rights and piggyback registration rights in respect of any Class A ordinary shares and related indemnification rights from us, subject to customary restrictions and exceptions. All fees, costs and expenses of registrations, other than underwriting discounts and commissions, are expected to be borne by us.

Relationship with Kadi Group Holding Limited

On June 21, 2017, Kadi Group completed a purchase of 6,834,172 Series G Preferred Shares of Farfetch.com for approximately $330.8 million and 1,366,834 shares of various classes from our shareholders that were re-designated into Series G Preferred Shares for approximately $66.2 million.

Forward Purchase Agreement

In connection with Kadi Group’s purchase of shares in Farfetch.com, Kadi Group and Farfetch.com entered into a forward purchase agreement, as amended, pursuant to which we agreed to issue and Kadi Group agreed to subscribe for one-third of such number of shares upon our initial public offering (at a price per share equal to the initial price per share in this offering) that would result in Kadi Group maintaining its percentage holding of our issued and outstanding share capital on a fully diluted basis immediately following this offering. Kadi Group may assign this right to purchase to any of its affiliates. See “Prospectus Summary—Concurrent Private Placement.”

Commitment Agreement

In connection with Kadi Group’s purchase of shares of Farfetch.com, Kadi Group and José Neves entered into a commitment agreement, as amended, pursuant to which Mr. Neves agreed to exercise all voting rights held by him in favor of any shareholder resolution proposing to appoint Richard Liu as a director of the Company and to use all reasonable endeavors to seek commitment from certain other investors to support Mr. Liu remaining as a director of the Company.

Payment Processing Agreement

On April 18, 2018, we entered into a Cross-Border Foreign Exchange Payment Agreement with Chinabank Payment Technology Co. Ltd. (“Chinabank Payment”) (the “Payment Processing Agreement”), pursuant to which Chinabank Payment provides cross-border payment collection services to Farfetch UK Limited on its Chinese ecommerce platforms of Farfetch.cn and Farfetch.com/cn. For providing such payment collection service, Chinabank Payment charges us a transaction fee. The Payment Processing Agreement has an initial term of 24 months and will automatically renew for successive 12-month terms unless either party has served a written notice 90 days prior to the other to terminate. The Payment Processing Agreement is terminable by either party if the other party breaches such agreement on at least five occasions in any three-month period.

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Relationship with Condé Nast

On February 14, 2013, Condé Nast International Limited (“CNI”) completed the purchase of an 8.37% equity position of Farfetch.com for $11,999,996. On April 29, 2014 and February 13, 2015, CNI purchased further equity of Farfetch.com, resulting in an equity position of 8.18%. On June 13, 2017, Farfetch.com issued further equity to Advance Magazine Publishers Inc. (“Advance Magazine”) and CN Commerce Ltd (“CN Commerce,” together with CNI and Advance Magazine, “Conde Nast”) in connection with the Asset Purchase Agreement summarized below. Each of Advance Magazine and CN Commerce is an affiliate of CNI.

Asset Purchase Agreement

On June 12, 2017, we entered into an asset purchase agreement (as amended, the “Asset Purchase Agreement”), pursuant to which we purchased certain assets of the Style.com business (the “Style.com Assets”) from Advance Magazine and CN Commerce, including trademarks, domain names and a customer database. The consideration for the purchase of the Style.com Assets, which completed on June 13, 2017, was $12,411,000, which was satisfied by the issuance of shares in the capital of Farfetch.com at a price per share of $48.40. The Asset Purchase Agreement contains customary warranties in relation to the Style.com Assets from Advance Magazine and CN Commerce and an indemnity in our favor in respect of pre-completion liabilities with regards to the Style.com Assets and the business of Style.com.

Collaboration Agreement

In connection with the purchase of the Style.com Assets, we entered into a collaboration agreement with Advance Magazine dated June 13, 2017 (the “Collaboration Agreement”), to create a content-to-commerce solution by connecting Conde Nast, a provider of online and offline lifestyle content, to brands and retailers on the Farfetch Marketplace through an online affiliate program. Pursuant to the Collaboration Agreement, Advance Magazine provides us with certain services, including generation of promotional posts on social media networks and providing content for the purpose of referring customers to the Farfetch Marketplace. In consideration for such services, Advance Magazine earns a commission from the aggregate value of transactions concluded following the referral of a customer to the Farfetch Marketplace from any website run by Advance Magazine or its affiliate companies. The Collaboration Agreement has an initial term of five years.

Commercial Agreements

We currently have various commercial agreements with affiliate companies of Conde Nast in the ordinary course of our business, which are on customary terms and which enable us to advertise our business or gain further exposure through advertisements and content in publications produced by the Conde Nast group, such as Vogue magazine. These agreements are on arms’ length terms, for fixed short-term periods and/or one-off in nature.

Relationship with Platforme International Limited

Mr. Neves, the founder, Chief Executive Officer and a director of the Company, is also a director of, and holds a beneficial ownership interest in, Platforme International Limited (“Platforme”).

E-Commerce Services Agreements

In October 2015, we entered into a Farfetch Black & White ecommerce services agreement with Platforme for the development and hosting of the “Swear” branded website. Further, in the second quarter of 2017, we entered into several of our standard ecommerce services agreements with Platforme, pursuant to which we make available for sale, on the Farfetch Marketplace, products from each of Platforme’s “Swear,” “MySwear” and “B Store” businesses. The agreements have all been entered into on our standard terms.

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Relationship with ASAP54.com Limited

Mr. Neves holds a beneficial ownership interest in ASAP54.com Limited (“ASAP54”). Daniela Cecilio, Mr. Neves’ wife, is also a director of and holds a beneficial ownership interest in ASAP54.

Share Purchase Agreement

On October 31, 2017, we entered into an agreement with ASAP54 for the purchase of the entire issued share capital of Fashion Concierge UK Limited (and its wholly owned subsidiary, Fashion Concierge, LDA), a company that runs an ecommerce solution, sourcing luxury items on behalf of Farfetch Private Client consumers (the “Share Purchase Agreement”). The consideration for the purchase was $2,183,000, which was satisfied through the issuance of shares of Farfetch.com at a price per share of $48.40. The Share Purchase Agreement contains customary warranties and indemnities in favor of Farfetch.

Relationship with Daniela Cecilio

Consultancy Agreement

Following the purchase of Fashion Concierge UK Limited, we entered into a consultancy agreement with Ms. Cecilio, founder of the Fashion Concierge business, on December 21, 2017 (the “DC Consultancy Agreement”). Pursuant to the DC Consultancy Agreement, Ms. Cecilio will provide consultancy services. The DC Consultancy Agreement has a fixed term of 12 months.

Share Incentive Agreement

Pursuant to the DC Consultancy Agreement, we entered into a share incentive agreement with Ms. Cecilio on January 15, 2018 (the “Share Incentive Agreement”), pursuant to which, Ms. Cecilio could earn up to 20,956 shares in the capital of Farfetch.com.

Relationship with Natalie Massenet

Natalie Massenet is a shareholder and a member of our Board.

Consultancy Agreement

We entered into a consultancy agreement with Natalie Massenet effective as of August 1, 2018, (the “NM Consultancy Agreement”). Pursuant to the NM Consultancy Agreement, Ms. Massenet will provide consultancy services in relation to assisting with overall strategy, innovation initiatives, being a brand ambassador at specific events and liaising with the Chief Executive Officer and Chief Commercial Officer with brands specific to our initiatives. For providing such services, Ms. Massenet will receive an annual retainer of $120,000. The NM Consultancy Agreement is terminable by either party upon three months’ notice.

Agreements with Board Members and Executive Officers

For a description of our other agreements with our Board members and executive officers, please see “Management—Executive Officer and Board Member Employment Agreements.”

Indemnification Agreements

In connection with this offering, we intend to enter into indemnification agreements with our Board members and executive officers. Our Articles require us to indemnify our Board members and executive officers to the fullest extent permitted by law. See “Management—Indemnification” for a description of these indemnification agreements.

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Related Party Transaction Policy

Our Board has adopted a written related party transaction policy, to be effective upon the consummation of this offering, to set forth the policies and procedures for the review and approval or ratification of related person transactions. This policy will cover, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person.

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DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION

The following is a description of the material terms of our Articles as they will be in effect upon the consummation of the Reorganization Transactions and this offering. Unless otherwise indicated, all information in this section assumes that the Reorganization Transactions have been completed immediately prior to the consummation of this offering. The following description may not contain all of the information that is important to you and we therefore refer you to our Articles, copies of which are filed with the SEC as exhibits to the registration statement of which this prospectus is a part.

General

We are a Cayman Islands exempted company with limited liability. Our affairs are governed by our Articles and the Companies Law.

Our register of shareholders will be maintained by .

Upon consummation of the Reorganization Transactions, our authorized share capital will consist of shares, par value $ per share. Upon consummation of the Reorganization Transactions and this offering, there will be Class A ordinary shares and Class B ordinary shares issued and outstanding.

Ordinary Shares

General

All of our issued and outstanding ordinary shares are fully paid and non-assessable. Certificates representing our issued and outstanding ordinary shares are generally not issued and legal title to our issued shares is recorded in registered form in the register of members. Holders of our ordinary shares have no preemptive, subscription, redemption or, other than our Class B ordinary shares, conversion rights.

Our Board may provide for other classes of shares, including classes of preferred shares, out of our authorized but unissued share capital, which could be utilized for a variety of corporate purposes, including future offerings to raise capital for corporate purposes or for use in employee benefit plans. Such additional classes of shares shall have such rights, restrictions, preferences, privileges and payment obligations as determined by our Board. If we issue any preferred shares, the rights, preferences and privileges of holders of our ordinary shares will be subject to, and may be adversely affected by, the rights of the holders of such preferred shares. See “—Variation of Rights.”

Dividends

The holders of our ordinary shares are entitled to such dividends as may be declared by our Board subject to the Companies Law and our Articles. Dividends and other distributions on issued and outstanding ordinary shares may be paid out of the funds of the Company lawfully available for such purpose, subject to any preference of any outstanding preferred shares. Dividends and other distributions will be distributed among the holders of our ordinary shares on a pro rata basis.

Voting Rights

Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes on all matters upon which the ordinary shares are entitled to vote. Voting at any shareholders’ meeting is by show of hands, unless voting by way of poll is demanded by the Chairman of the meeting or any shareholder present or voting by proxy.

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A quorum required for a meeting of shareholders consists of holders with at least one third of the votes eligible to be cast at any such general meeting of the Company. In addition, for so long as the Class B ordinary shares are in issue, the presence of the holder of the Class B ordinary shares will be required in order to constitute a quorum.

A special resolution will be required for important matters such as a merger or consolidation of the Company, change of name or making changes to our Articles or the voluntary winding up of the Company.

The adoption of any ordinary resolution by our shareholders requires the affirmative vote of a simple majority of the votes permitted to be cast by persons present and voting at a general meeting at which a quorum is present, while a special resolution requires the affirmative vote of no less than two-thirds of the votes permitted to be cast by persons present and voting at any such meeting, or, in each case, a unanimous resolution in writing.

Conversion

Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder of such Class B ordinary share. Each Class B ordinary share shall be automatically and immediately converted into one Class A ordinary share upon any transfer thereof to a person or entity that is not an affiliate of Mr. Neves. Further, our Class B ordinary shares will automatically convert into Class A ordinary shares upon the date when holders of all Class B ordinary shares hold less than, in the aggregate, 65% of the number of Class B ordinary shares that they held, in the aggregate, upon consummation of this offering, or on the death of Mr. Neves.

Variation of Rights

The rights attached to any class of shares (unless otherwise provided by the terms of issue of that class), such as voting, dividends and the like, may be varied only with the sanction of a resolution passed by not less than two-thirds of the votes attaching to the shares of the relevant class cast in a meeting of the holders of the shares of that class, or by the written consent of the holders of not less than two-thirds of the shares of that class. The rights conferred upon the holders of the shares of any class shall not (unless otherwise provided by the terms of issue of that class) be deemed to be varied by the creation or issue of further shares ranking in priority to or pari passu with such previously existing shares.

Transfer of Ordinary Shares and Notices

Any shareholder may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form prescribed by the stock exchange or as otherwise approved by the Board.

Any of our shareholders may transfer all or any of their ordinary shares by an instrument of transfer in the usual or common form or any other form prescribed by the stock exchange or approved by our Board, subject to the applicable restrictions of our Articles, which will become effective upon the completion of this offering, such as the suspension of transfers for a period immediately preceding a general meeting, or the determination that a proposed transfer is not eligible.

If our directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.

The registration of transfers may be suspended and the register closed at such times and for such periods as our Board may from time to time determine.

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Certain transfers of Class B ordinary shares to non-affiliates of the holder of such Class B ordinary shares will also result in the conversion of such Class B ordinary shares to Class A ordinary shares. See “—Conversion” above.

Liquidation

On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis.

Directors

Our management is vested in our Board. Our Articles, which will become effective upon consummation of this offering, provide that our Board must be composed of at least two members. Our Articles provide that questions arising at any meeting of directors shall be decided by a majority of votes or by unanimous written resolution of the Board. The affirmative vote of Mr. Neves, for as long as he is a director, is required in respect of certain resolutions for the issuance of further securities by us.

Directors can be appointed and removed and/or replaced by an ordinary resolution of the shareholders or by notice in writing to the Company from shareholders that are able to exercise a majority of the voting power of shareholders from time to time. In addition, directors may be appointed either to fill a vacancy arising from the resignation of a former director or as an addition to the existing Board by the affirmative vote of a simple majority of the directors present and voting at a Board meeting, which shall include the affirmative vote of Mr. Neves for as long as he is a director. A director may also be removed by notice from all of the other directors, which shall require the affirmative vote of Mr. Neves for as long as he is a director.

The quorum necessary for any meeting of our Board shall consist of at least a majority of the members of our Board, which shall be required to include Mr. Neves for so long as he is a director.

Following the conversion of the Class B ordinary shares, the directors shall be divided into three classes designated as Class I, Class II and Class III, respectively as determined by the chairman of the Board at the relevant time. At the first annual general meeting of shareholders following the conversion date, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual general meeting of shareholders following the conversion date, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual general meeting of shareholders following the conversion date, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual general meeting of shareholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual general meeting. At each annual general meeting, directors shall be elected by a plurality of votes cast.

Indemnity of Directors and Officers

Our Articles provide that our Board and officers shall be indemnified from and against all liability which they incur in execution of their duty in their respective offices, except liability incurred by reason of such director’s or officer’s dishonesty, willful default or fraud.

Differences in Corporate Law

Cayman Islands companies are governed by the Companies Law. The Companies Law is modeled on English law but does not follow recent English Law statutory enactments, and differs from

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laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of some significant differences between the provisions of the Companies Law applicable to us and, for comparison purposes, the laws applicable to companies incorporated in the State of Delaware and their stockholders.

Mergers and Similar Arrangements

The Companies Law allows for the merger of two or more companies into either one consolidated company or one or more company(ies) merged into another so as to form a single surviving company. The merger or consolidation of two or more companies under Cayman Islands law requires the directors of the companies to enter into and to approve a written plan of merger or consolidation, which must also be authorized by a special resolution of each constituent company, in which regard see “—Voting Rights” above, and such other authorization, if any, as may be specified in such companies’ articles of association. In relation to any merger or consolidation under the Companies Law, dissenting shareholders have certain limited appraisal rights in circumstances which are similar to those available to dissenting stockholders of a Delaware corporation, providing rights to receive payment in cash for the judicially determined fair value of the shares. Appraisal rights are ordinarily available where the consideration offered under the merger is payable in cash or, in some instances, the unlisted securities of a third party.

The Companies Law also includes statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that such a scheme of arrangement is approved by shareholders or creditors who represent a majority in number and 75% in value of each such class of shareholders or creditors who attend and vote, either in person or by proxy, at a meeting or meetings convened for that purpose. The convening of meetings to consider any such scheme of arrangement, and the implementation of the scheme, must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

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the statutory provisions as to the dual majority vote have been met;

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the shareholders have been fairly represented at the meeting in question and the classes properly delineated;

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the arrangement is such that a businessman would reasonably approve; and

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the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law.

If a scheme of arrangement is thus approved, the dissenting shareholders would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting stockholders of a Delaware corporation.

When a tender offer to acquire shares is made and accepted (within four months) by holders of not less than 90% of the shares subject to such offer, the offeror may, within a two-month period following the expiration of the initial four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of shareholders.

Our Articles contain a prohibition on business combinations with any “interested” shareholder for a period of three years after such person becomes an interested shareholder unless (1) there is advance approval of the Board, (2) the interested shareholder owns at least 85% of our voting shares at the time the business combination commences or (3) the combination is approved by shareholders

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holding at least two-thirds of the votes attaching to the ordinary shares that are not held by the interested shareholder. A person becomes “interested” where it and persons acting in concert with it or its affiliates acquire 15% of the issued ordinary shares. A “business combination” in this context includes, among other things, a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested shareholder.

Our Articles also provide that a special resolution shall be required in order to effectuate a sale of all or substantially all of our assets.

Shareholders’ Suits

We are not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In principle, the Company will normally be the proper plaintiff and a derivative action may not be brought by a shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, there are exceptions to the foregoing principle, including when:

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a company acts or proposes to act illegally or ultra vires (beyond the scope of its authority);

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the act complained of, although not ultra vires, could be effected if duly authorized by a special resolution that has not been obtained; and

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those who control the company are perpetrating a “fraud on the minority.”

Fiduciary Duties of Directors

Under Delaware General Corporation Law, a director of a Delaware corporation has a fiduciary duty to the corporation and its stockholders. This duty has two components, the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to stockholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director must act in a manner he or she reasonably believes to be in the best interests of the corporation. A director must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interests of the corporation and its stockholders take precedence over any interest possessed by a director, officer or controlling stockholders and not shared by the stockholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction and that the transaction was of fair value to the corporation.

As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company: a duty to act in good faith and in what he considers to be in the best interests of the Company; a duty not to make a profit out of his position as director (unless the company permits him to do so); a duty to exercise his powers for the purposes for which they are conferred; and a duty not to put himself in a position where the interests of the company conflict with his personal interest or his duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. A director will need to exhibit in the performance of his duties both the degree of skill than may reasonably be expected from a subjective perspective determined by reference to his knowledge and experience and the skill and care objectively to be expected from a person occupying office as a director of the Company.

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Under our Articles, directors who are in any way, whether directly or indirectly, interested in a contract or proposed contract with our company must declare the nature of their interest at a meeting of the Board. If the majority of the Board determine that there is a conflict of any director (or their affiliates) with the general business of the Company, then they may determine to exclude from all further discussions of the Board and receipt of information such director until such time as it is deemed that the director is not in such conflict. Subject to the foregoing, a director may vote in respect of any contract or proposed contract notwithstanding his interest; provided that, in exercising any such vote, such director’s duties remain as described above.

Written Consent of Shareholders

Under Delaware General Corporation Law, unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of stockholders of a corporation, may be taken without a meeting, without prior notice and without a vote, by written consent of the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all stockholders entitled to vote were present and voted. In addition, a corporation may eliminate the right of stockholders to act by written consent through amendment to its certificate of incorporation.

Cayman Islands law and our Articles provide that shareholders may approve matters requiring an ordinary resolution or a special resolution by way of unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.

Shareholder Proposals

Under Delaware General Corporation Law, a stockholder has the right to put any proposal before the stockholders at the annual meeting, provided that such stockholder complies with the notice provisions in the governing documents. A special meeting may be called by the Board or any other person authorized to do so in the governing documents, but stockholders may be precluded from calling special meetings.

Under the laws of the Cayman Islands, a shareholder can only put a proposal before the shareholders at any general meeting in respect of any matter regarded as “special business” if it is set out in the notice calling the meeting. All business carried out at a general meeting shall be deemed special with the exception of sanctioning a dividend, the consideration of the accounts, balance sheets, any report of the directors or of the Company’s auditors and the fixing of the remuneration of the Company’s auditors. There is no right to introduce new business in respect of any matter requiring a special resolution at any meeting. In addition, our Articles do not allow shareholders to introduce any new business at the meeting scheduled by the Board. A general meeting may be called by the Board or any other person authorized to do so in our Articles, but shareholders may be precluded from calling general meetings. Under our Articles, following the conversion of the Class B ordinary shares, general meetings shall also be convened on the requisition in writing of any shareholder or shareholders entitled to attend and vote at general meetings of the company and to exercise at least a majority of the voting power permitted to be exercised at any such meeting, deposited at the office specifying the objects of the meeting for a date no later than 21 days from the date of deposit of the requisition signed by such shareholders, and if the directors do not convene such meeting for a date not later than 45 days after the date of such deposit, such shareholders themselves may convene the general meeting in the same manner, as nearly as possible, as that in which general meetings may be convened by the directors, and all reasonable expenses incurred by such shareholders as a result of the failure of the directors to convene the general meeting shall be reimbursed to them by the Company. As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings.

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Under Delaware General Corporation Law, a corporation is required to set a minimum quorum of one-third of the shares entitled to vote at a stockholder meeting, except that, where a separate vote by a class or series or classes or series is required, a quorum shall consists of one-third of the shares of such class or series or classes of series. Cayman Islands law permits a company’s articles to have any quorum. See “—Ordinary Shares—Voting Rights.”

Cumulative Voting

Under Delaware corporate law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority stockholders on a board of directors since it permits a minority stockholder to cast all the votes to which such stockholder is entitled on a single director, which increases such stockholder’s voting power with respect to electing such director.

There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands, but our Articles do not provide for cumulative voting. As a result, our shareholders are not afforded any less protection or fewer rights on this issue than stockholders of a Delaware corporation.

Election and Removal of Directors

Under Delaware General Corporation Law, unless otherwise specified in the certificate of incorporation or bylaws of a corporation, directors are elected by a plurality of the votes of the shares entitled to vote on the election of directors and may be removed with or without cause (or, with respect to a classified board, only with cause unless the certificate of incorporation provides otherwise) by the approval of a majority of the outstanding shares entitled to vote.

Similarly, as permitted by the Companies Law and pursuant to our Articles, directors can be appointed and removed and/or replaced by an ordinary resolution of the shareholders or by notice in writing to the Company from shareholders that are able to exercise a majority of the voting power of shareholders from time to time. In addition our Articles provide that directors may be appointed either to fill a vacancy arising from the resignation of a former director or as an addition to the existing board of directors by the affirmative vote of a simple majority of the directors present and voting at a board of director meeting, which shall include the affirmative vote of Mr. Neves for as long as he is a director. A director may also be removed by notice from all of the other directors, which shall require the affirmative vote of Mr. Neves for as long as he is a director.

Following the conversion of the Class B ordinary shares, the directors shall be divided into three classes designated as Class I, Class II and Class III, respectively as determined by the chairman of the board of directors at the relevant time, and directors will generally be elected to serve staggered three year terms. See “Ordinary Shares—Directors.”

Written Consent of Directors

Under Delaware General Corporation Law, a written consent of the directors must be unanimous to take effect. The position under our Articles is the same in this regard.

Indemnification of Directors and Executive Officers and Limitation of Liability

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our Articles, which will become effective upon the consummation of this offering, provide that our Board and officers shall be indemnified from and against all liability which they incur in execution of their duty in their respective

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offices, except liability incurred by reason of such directors’ or officers’ dishonesty, willful default or fraud. This standard of conduct is generally the same as permitted under Delaware General Corporation Law

Enforcement of Civil Liabilities

The Cayman Islands has a less developed body of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize a foreign judgment as the basis for a claim at common law in the Cayman Islands provided such judgment:

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is one in respect of which the foreign court had jurisdiction over the defendant according to Cayman Islands conflict of law rules;

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is final and conclusive;

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is either for a liquidated sum not in respect of penalties or taxes or a fine or similar fiscal or revenue obligations or, in certain circumstances, for in personam non-money relief; and

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was neither obtained in a manner, nor is of a kind enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

As a result of English case law, which will likely be highly persuasive in the Cayman Islands, the Cayman Islands courts may also have discretion to enforce judgments obtained in foreign bankruptcy proceedings in other circumstances. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are brought elsewhere.

Variation of Rights of Shares

Under Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise.

Under Cayman Islands law and our Articles, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class either with a resolution passed by not less than two-thirds of the votes attaching to the shares of the relevant class cast in a meeting of the holders of the shares of that class, or by the written consent of the holders of not less than two-thirds of the shares of that class.

Sale of Assets

Under Delaware General Corporation Law, a vote of the stockholders is required to approve a sale of assets only when all or substantially all assets are being sold to a person other than a subsidiary of the company.

The Companies Law contains no specific restrictions on the powers of directors to dispose of assets of a company. As a matter of general law, in the exercise of those powers, the directors must discharge their duties of care and to act in good faith, for a proper purpose and in the interests of the company. Our Articles provide that, following the conversion of the Class B ordinary shares, a special resolution shall be required in order to effectuate a sale of all or substantially all of the assets of the Company.

Transactions with Interested Shareholders

The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be

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governed by such statute by amendment to its certificate of incorporation or bylaws that is approved by its stockholders, it is prohibited from engaging in certain business combinations with an “interested stockholder” for three years following the date that such person becomes an interested stockholder. An interested stockholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting stock or who or which is an affiliate or associate of the corporation and owned 20% or more of the corporation’s outstanding voting stock within the past three years.

This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all stockholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such stockholder becomes an interested stockholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested stockholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and not with the effect of constituting a fraud on the minority shareholders. In addition, our Articles contain a prohibition on business combinations with any “interested” shareholder for a period of three years after such person becomes an interested shareholder unless (i) there is advance approval of the board of directors, (ii) the interested shareholder owns at least 85% of our voting shares at the time the business combination commences or (iii) the combination is approved by shareholders holding at least two-thirds of the votes attaching to the ordinary shares that are not held by the interested shareholder. A person becomes “interested” where it and persons acting in concert with it or its affiliates acquire 15% of the issued ordinary shares. A “business combination” in this context includes, among other things, a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested shareholder.

Rights of Non-Resident or Foreign Shareholders

There are no limitations imposed by our Articles on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. As similarly provided under Delaware General Corporation Law, there are no restrictions on foreign or non-resident ownership or management of a Cayman Islands company under Cayman Islands law. In addition, there are no provisions in our Articles governing the ownership threshold above which shareholder ownership must be disclosed.

Dissolution and Winding Up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by stockholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with a dissolution initiated by the board of directors. Under the Companies Law of the Cayman Islands and our Articles, our company may be voluntarily wound up only by a special resolution of our shareholders, in which regard see “Ordinary Shares—Voting Rights” above. In addition, a company may be wound up by the Grand Court of the Cayman Islands if the company is unable to pay its debts or if the court is of the opinion that it is just and equitable that our company is wound up.

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Inspection of Books and Records

Under Delaware General Corporation Law, any stockholder of a corporation may for any proper purpose inspect or make copies of the corporation’s stock ledger, list of stockholders and other books and records.

Our shareholders will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or corporate records except our Articles.

Amendment of Governing Documents

Under Delaware General Corporation Law, a corporation’s certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote, and the bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. As required by Cayman Islands law, our Articles may only be amended with the sanction of a special resolution of shareholders.

Listing

We have applied to list our Class A ordinary shares on the NYSE under the symbol “FTCH.”

Transfer Agent and Registrar

The U.S. transfer agent and registrar for our Class A ordinary shares is Computershare Trust Company, N.A.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for our Class A ordinary shares. Future sales of substantial amounts of our Class A ordinary shares in the public market could adversely affect market prices prevailing from time to time. Furthermore, because only a limited number of Class A ordinary shares will be available for sale shortly after this offering due to existing contractual and legal restrictions on resale as described below, there may be sales of substantial amounts of our Class A ordinary shares in the public market after such restrictions lapse. This may adversely affect the prevailing market price of our Class A ordinary shares and our ability to raise equity capital in the future.

Upon consummation of this offering and the concurrent private placement, we will have Class A ordinary shares outstanding, or Class A ordinary shares outstanding if the underwriters exercise their option in full to purchase additional Class A ordinary shares. Of these shares, Class A ordinary shares, or Class A ordinary shares if the underwriters exercise their option in full to purchase additional Class A ordinary shares, sold in this offering will be freely transferable without restriction or registration under the Securities Act, except for any shares purchased by one of our existing “affiliates,” as that term is defined in Rule 144 under the Securities Act. The remaining Class A ordinary shares are “restricted shares” as defined in Rule 144. Restricted shares may be sold in the public market only if registered or if they qualify for an exemption from registration under Rules 144 or 701 of the Securities Act. As a result of the contractual 180-day lock-up period described below and the provisions of Rules 144 and 701, these shares will be available for sale in the public market as follows:


Number of shares		Date
		On the date of this prospectus.
		After 90 days from the date of this prospectus (subject, in some cases, to volume limitations).
		After 180 days from the date of this prospectus (subject, in some cases, to volume limitations).

Rule 144

In general, a person who has beneficially owned our Class A ordinary shares that are restricted shares for at least six months would be entitled to sell such securities, provided that (1) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale and (2) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Persons who have beneficially owned our Class A ordinary shares that are restricted shares for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three month period only a number of securities that does not exceed the greater of either of the following:

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1% of the number of our Class A ordinary shares then outstanding, which will equal approximately Class A ordinary shares immediately after this offering, assuming no exercise of the underwriters’ option to purchase additional Class A ordinary shares; or

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the average weekly trading volume of our Class A ordinary shares on the NYSE during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Such sales both by affiliates and by non-affiliates must also comply with

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the manner of sale, current public information and notice provisions of Rule 144 to the extent applicable.

Rule 701

In general, under Rule 701, any of our employees, Board members, officers, consultants or advisors who purchases shares from us in connection with a compensatory share or option plan or other written agreement before the effective date of this offering is entitled to resell such shares 90 days after the effective date of this offering in reliance on Rule 144, without having to comply with the holding period requirements or other restrictions contained in Rule 701.

The SEC has indicated that Rule 701 will apply to typical share options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after the date of this prospectus. Securities issued in reliance on Rule 701 are restricted securities and, subject to the contractual restrictions described below, beginning 90 days after the date of this prospectus, may be sold by persons other than “affiliates,” as defined in Rule 144, subject only to the manner of sale provisions of Rule 144 and by “affiliates” under Rule 144 without compliance with its one-year minimum holding period requirement.

Regulation S

Regulation S provides generally that sales made in offshore transactions are not subject to the registration or prospectus-delivery requirements of the Securities Act.

Lock-up Agreements

We, the selling shareholders, our executive officers, our Board members and substantially all other shareholders have agreed, subject to limited exceptions, not to offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A ordinary shares or such other securities for a period of 180 days after the date of this prospectus, subject to certain exceptions, without the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC. See “Underwriting.”

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MATERIAL TAX CONSIDERATIONS

The following summary contains a description of certain Cayman Islands, U.K. and U.S. federal income tax consequences of the acquisition, ownership and disposition of Class A ordinary shares, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase Class A ordinary shares. The summary is based upon the tax laws of the Cayman Islands and regulations thereunder and on the tax laws of the United States and regulations thereunder as of the date hereof, which are subject to change.

Material Cayman Islands Tax Considerations

The following discussion is a summary of the material Cayman Islands tax considerations relating to the purchase, ownership and disposition of our Class A ordinary shares. There is, at present, no direct taxation in the Cayman Islands and interest, dividends and gains payable to us will be received free of all Cayman Islands taxes. We have received an undertaking from the Financial Secretary of the Cayman Islands to the effect that, for a period of thirty years from the date of the undertaking, no law that thereafter is enacted in the Cayman Islands imposing any tax or duty to be levied on profits, income or on gains or appreciation, or any tax in the nature of estate duty or inheritance tax, will apply to any property comprised in or any income arising under the Company, or to the shareholders thereof, in respect of any such property or income.

No stamp duty in the Cayman Islands is payable in respect of the issue of any Class A ordinary shares or an instrument of transfer in respect of a Class A ordinary share.

Material United Kingdom Tax Considerations

The following discussion is a summary of the material United Kingdom tax considerations relating to the purchase, ownership and disposition of our Class A ordinary shares.

The following statements are of a general nature and do not purport to be a complete analysis of all potential UK tax consequences of acquiring, holding and disposing of Class A ordinary shares. They are based on current UK tax law and on the current published practice of Her Majesty’s Revenue and Customs (“HMRC”) (which may not be binding on HMRC), as of the date of this prospectus, all of which are subject to change, possibly with retrospective effect. They are intended to address only certain UK tax consequences for holders of Class A ordinary shares who are tax resident in (and only in) the UK, and in the case of individuals, domiciled in (and only in) the UK (except where expressly stated otherwise) who are the absolute beneficial owners of the Class A ordinary shares and any dividends paid on them and who hold the Class A ordinary shares as investments (other than in an individual savings account or a self-invested personal pension). They do not address the UK tax consequences which may be relevant to certain classes of holders of Class A ordinary shares such as traders, brokers, dealers, banks, financial institutions, insurance companies, investment companies, collective investment schemes, tax-exempt organizations, trustees, persons connected with us or our group, persons holding their Class A ordinary shares as part of hedging or conversion transactions, holders of Class A ordinary shares who have (or are deemed to have) acquired their Class A ordinary shares by virtue of an office or employment, and holders of Class A ordinary shares who are or have been our officers or employees or a company forming part of our group. The statements do not apply to any holder of Class A ordinary shares who either directly or indirectly holds or controls 10% or more of our share capital (or class thereof), voting power or profits.

The following is intended only as a general guide and is not intended to be, nor should it be considered to be, legal or tax advice to any particular prospective subscriber for, or purchaser of, Class A ordinary shares. Accordingly, prospective subscribers for, or purchasers of, Class A ordinary

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shares who are in any doubt as to their tax position regarding the acquisition, ownership and disposition of Class A ordinary shares or who are subject to tax in a jurisdiction other than the UK should consult their own tax advisers.

The Company

It is the intention of the directors to conduct our affairs so that our central management and control is exercised in the UK. As a result, we are expected to be treated as resident in the UK for UK tax purposes. Accordingly, we expect to be subject to UK taxation on our income and gains, except where an exemption applies.

Taxation of Dividends

Withholding Tax

We will not be required to withhold UK tax at source when paying dividends. The amount of any liability to UK tax on dividends paid by us will depend on the individual circumstances of a holder of Class A ordinary shares.

Income Tax

An individual holder of Class A ordinary shares who is resident for tax purposes in the UK may, depending on his or her particular circumstances, be subject to UK tax on dividends received from the Company. Dividend income is treated as the top slice of the total income chargeable to UK income tax. An individual holder of Class A ordinary shares who is not resident for tax purposes in the UK should not be chargeable to UK income tax on dividends received from us unless he or she carries on (whether solely or in partnership) any trade, profession or vocation in the UK through a branch or agency to which the Class A ordinary shares are attributable. There are certain exceptions for trading in the UK through independent agents, such as some brokers and investment managers.

All dividends received by a UK resident individual holder of Class A ordinary shares from us or from other sources will form part of the holder’s total income for income tax purposes and will constitute the top slice of that income. A nil rate of income tax will apply to the first £2,000 of taxable dividend income received by the holder of Class A ordinary shares in a tax year. Income within the nil rate band will be taken into account in determining whether income in excess of the nil rate band falls within the basic rate, higher rate or additional rate tax bands. Where the dividend income is above the £2,000 dividend allowance, the first £2,000 of the dividend income will be charged at the nil rate and any excess amount will be taxed at 7.5% to the extent that the excess amount falls within the basic rate tax band, 32.5% to the extent that the excess amount falls within the higher rate tax band and 38.1% to the extent that the excess amount falls within the additional rate tax band.

Corporation Tax

Corporate holders of Class A ordinary shares which are resident for tax purposes in the UK should not be subject to UK corporation tax on any dividend received from us so long as the dividends qualify for exemption (as is likely) and certain conditions are met (including anti-avoidance conditions). Corporate holders of Class A ordinary shares who are not resident in the UK will not generally be subject to UK corporation tax on dividends unless they are carrying on a trade, profession or vocation in the UK through a permanent establishment in connection with which the Class A ordinary shares are used, held, or acquired.

A holder of Class A ordinary share who is resident outside the UK may be subject to non-UK taxation on dividend income under local law.

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Taxation of Capital Gains

UK Resident Holders of Class A Ordinary Shares

A disposal or deemed disposal of Class A ordinary shares by an individual or corporate holder of Class A ordinary shares who is tax resident in the UK may, depending on the holder’s circumstances and subject to any available exemptions or reliefs, give rise to a chargeable gain or allowable loss for the purposes of UK taxation of chargeable gains.

Any chargeable gain (or allowable loss) will generally be calculated by reference to the consideration received for the disposal of Class A ordinary shares less the allowable cost to the holder of acquiring such Class A ordinary shares.

The applicable tax rates for individual holders of Class A ordinary shares realizing a gain on the disposal of Class A ordinary shares is, broadly, 10% for basic rate taxpayers and 20% for higher and additional rate taxpayers.

Non-UK Resident Holders of Class A Ordinary Shares

Holders of Class A ordinary shares who are not resident in the UK and, in the case of an individual holder, not temporarily non-resident, should not be liable for UK tax on capital gains realized on a sale or other disposal of Class A ordinary shares unless such shares are used, held or acquired for the purposes of a trade, profession or vocation carried on in the UK through a branch or agency or, in the case of a corporate holder, through a permanent establishment. Holders of Class A ordinary shares who are not resident in the UK may be subject to non-UK taxation on any gain under local law.

Generally, an individual holder of Class A ordinary shares who has ceased to be resident in the UK for tax purposes for a period of five years or less and who disposes of Class A ordinary shares during that period may be liable on their return to the UK to UK taxation on any capital gain realized (subject to any available exemption or relief).

UK Stamp Duty (“stamp duty”) and UK Stamp Duty Reserve Tax (“SDRT”)

The following statements are intended as a general guide to the current position relating to stamp duty and SDRT and apply to any holders of Class A ordinary shares irrespective of their place of tax residence.

No stamp duty will be payable on the issue of Class A ordinary shares.

Stamp duty will in principle be payable on any instrument of transfer of Class A ordinary shares that is executed in the UK or that relates to any property situated, or to any matter or thing done or to be done, in the UK. An exemption from stamp duty is available on an instrument transferring Class A ordinary shares where the amount or value of the consideration is £1,000 or less and it is certified on the instrument that the transaction effected by the instrument does not form part of a larger transaction or series of transactions in respect of which the aggregate amount or value of the consideration exceeds £1,000. Holders of Class A ordinary shares should be aware that, even where an instrument of transfer is in principle subject to stamp duty, stamp duty is not required to be paid unless it is necessary to rely on the instrument for legal purposes, for example to register a change of ownership or in litigation in a UK court.

Provided that Class A ordinary shares are not registered in any register maintained in the UK by or on behalf of us and are not paired with any shares issued by a UK incorporated company, the issue or transfer of (or agreement to transfer) Class A ordinary shares will not be subject to SDRT. We currently do not intend that any register of Class A ordinary shares will be maintained in the UK.

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Material U.S. Federal Income Tax Considerations for U.S. Holders

The following general summary describes the material U.S. federal income tax consequences to U.S. Holders (defined below) of owning and disposing of our Class A ordinary shares. It does not purport to be a comprehensive discussion of all the tax considerations that may be relevant to a decision to purchase our Class A ordinary shares.

The discussion below applies only to U.S. Holders that are initial purchasers of the Class A ordinary shares and that acquire the Class A ordinary shares pursuant to this offering, hold the Class A ordinary shares as capital assets within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (generally, property held for investment), and that have the U.S. dollar as their functional currency. The discussion below is based on the Code, existing and, in some cases, proposed U.S. Treasury Regulations, as well as judicial and administrative interpretations thereof, all as of the date of this prospectus. All of the foregoing authorities are subject to change or differing interpretation, which change or differing interpretation could apply retroactively and could affect the tax consequences described below. No ruling will be requested from the U.S. Internal Revenue Service (the “IRS”) regarding the tax consequences of the acquisition, ownership or disposition of the Class A ordinary shares, and there can be no assurance that the IRS will not assert a different position concerning any of the tax consequences discussed below or that any such position would not be sustained by a court. This summary does not address any alternative minimum tax considerations, any estate or gift tax consequences or any state, local, or non-U.S. tax consequences, nor does it address the Medicare contribution tax on net investment income.

The following discussion does not address the tax consequences to any particular investor and does not describe all of the tax consequences to persons in special tax situations such as, but not limited to:

•

banks;

•

financial institutions;

•

regulated investment companies;

•

real estate investment trusts;

•

insurance companies;

•

broker-dealers;

•

traders that elect to use a mark to market method of accounting;

•

tax-exempt entities (including private foundations);

•

qualified retirement plans, individual retirement accounts and other tax-deferred accounts;

•

U.S. tax expatriates and certain former citizens and long-term residents of the United States;

•

persons holding Class A ordinary shares as part of a straddle, hedging, constructive sale, conversion or integrated transaction;

•

persons that directly, indirectly, or constructively own 10% or more of the total voting power or value of all of the Company’s outstanding stock;

•

persons that are resident or ordinarily resident in or have a permanent establishment in a jurisdiction outside the United States;

•

persons who acquired Class A ordinary shares pursuant to the exercise of any employee share option or otherwise as compensation;

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•

persons subject to special tax accounting rules as a result of any item of gross income with respect to the Class A ordinary shares being taken into account in an applicable financial statement;

•

persons holding Class A ordinary shares through partnerships or other pass-through entities; or

•

U.S. Holders whose “functional currency” is not the U.S. dollar.

THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR TAX ADVISORS ABOUT THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS THE STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES TO THEM OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR CLASS A ORDINARY SHARES.

The discussion below of the U.S. federal income tax consequences to “U.S. Holders” applies to a holder that is a beneficial owner of the Class A ordinary shares and is, for U.S. federal income tax purposes,

•

an individual who is a citizen or resident of the United States as determined under U.S. federal income tax rules

•

a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any State or the District of Columbia;

•

an estate whose income is subject to U.S. federal income taxation regardless of its source; or

•

a trust that (1) is subject to the supervision of a court within the United States and the control of one or more U.S. persons or (2) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

The tax treatment of an entity or arrangement taxable as a partnership for U.S. federal income tax purposes that holds Class A ordinary shares generally will depend on such partner’s status and the activities of the partnership. Prospective purchasers that are entities or arrangements treated as partnerships for U.S. federal income tax purposes, or partners in such partnerships, should consult their tax advisers concerning the U.S. federal income tax consequences to them and of the acquisition, ownership and disposition of Class A ordinary shares by the partnership.

Dividends

Subject to the passive foreign investment company (“PFIC”) rules discussed below, the gross amount of distributions made by us with respect to the Class A ordinary shares generally will be includable in a U.S. Holder’s gross income as foreign-source dividend income in the year actually or constructively received by such U.S. Holder, but only to the extent that such distributions are paid out of our current or accumulated earnings and profits as determined under U.S. federal income tax principles. Distributions to a U.S. Holder in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the U.S. Holder’s basis in the Class A ordinary shares and thereafter as capital gain. In the event we make distributions to U.S. Holders of ordinary shares, we may or may not calculate our earnings and profits under U.S. federal income tax principles. If we do not do so, any distribution may be required to be regarded as a dividend, even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain. U.S. Holders should therefore assume that all cash distributions will be reported as ordinary dividend income. The amount of any distribution of property other than cash will be the fair market value of that

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property on the date of distribution. U.S. Holders should consult their own tax advisors to determine whether and to what extent they will be entitled to foreign tax credits in respect of any dividend income received.

With respect to non-corporate U.S. Holders (including individuals, estates, and trusts), dividends received with respect to our Class A ordinary shares may be considered “qualified dividend income” subject to lower capital gains rates, provided that (1) the Class A ordinary shares are readily tradable on an established securities market in the United States, (2) we are not a PFIC (as discussed below) for either our taxable year in which the dividend was paid or the preceding taxable year and (3) certain holding period requirements are met. In this regard, the Class A ordinary shares will generally be considered to be readily tradable on an established securities market in the United States if they are listed on the NYSE, as we intend the Class A ordinary shares will be. U.S. Holders should consult their own tax advisors regarding the availability of the lower rate for the dividends paid with respect to the Class A ordinary shares.

Dividends paid by us with respect to the Class A ordinary shares will generally constitute foreign-source “passive category income” and will not be eligible for the dividends-received deduction generally allowed to corporate U.S. Holders in respect of dividends received from U.S. corporations.

Sale or Other Disposition of Shares

Subject to the PFIC rules discussed below, upon a sale or other disposition of the Class A ordinary shares, a U.S. Holder generally will recognize a capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in such Class A ordinary shares. A U.S. Holder’s adjusted tax basis in shares generally will be such U.S. Holder’s purchase price for the shares, unless we make distributions in excess of its current and accumulated earnings and profits. Any such gain or loss generally will be U.S.-source gain or loss and will be treated as long-term capital gain or loss if the U.S. Holder’s holding period in the Class A ordinary shares exceeds one year. Non-corporate U.S. Holders (including individuals) generally will be subject to U.S. federal income tax on long-term capital gain at preferential rates. The deductibility of capital losses is subject to significant limitations.

Passive Foreign Investment Company

We will be classified as a PFIC within the meaning of Section 1297 of the Code, for any taxable year if either: (1) at least 75% of the gross income of the Company is “passive income” for purposes of the PFIC rules or (2) at least 50% of the value of our assets (determined on the basis of a quarterly average) produce or are held for the production of passive income. Passive income for this purpose generally includes dividends, interest, royalties, rents and gains from commodities and securities transactions. For this purpose, we will be treated as owning the proportionate share of the assets, and earning the proportionate share of the income, of any other corporation in which we own, directly or indirectly, 25% or more measured by value of the stock. Under the PFIC rules, if we were considered a PFIC at any time that a U.S. Holder holds Class A ordinary shares, we would continue to be treated as a PFIC with respect to such holder’s investment unless (1) the Company ceases to be a PFIC and (2) the U.S. Holder has made a “deemed sale” election under the PFIC rules.

Based on the currently anticipated market capitalization following the offering (which will fluctuate from time to time) and the current and expected composition of our income, assets, and operations, the Company does not expect to be treated as a PFIC for U.S. federal income tax purposes for the current taxable year or in the foreseeable future. However, the actual market capitalization and the expected income, assets and operations in the future could be significantly different from what is currently anticipated. In addition, the PFIC determination must be made annually after the close of each taxable year. Therefore there can be no assurance that we will not be classified as a PFIC for the current taxable year or for any future taxable year.

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If we are considered a PFIC for any taxable year that a U.S. Holder holds Class A ordinary shares, any gain recognized by the U.S. Holder on a sale or other disposition of the Class A ordinary shares, as well as the amount of any “excess distribution” (defined below) received by the U.S. Holder, would be allocated ratably over the U.S. Holder’s holding period for the Class A ordinary shares. The amounts allocated to the taxable year of the sale or other disposition (or the taxable year of receipt, in the case of an excess distribution) and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed on the amount allocated to that taxable year. For the purposes of these rules, an excess distribution is the amount by which any distribution received by a U.S. Holder on its Class A ordinary shares exceeds 125% of the average of the annual distributions on the Class A ordinary shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter. Additionally, dividends paid by us would not be eligible for the reduced rate of tax described above under “—Dividends” if we are a PFIC in its taxable year in which the dividend is paid or the immediately preceding taxable year.

If we are treated as a PFIC with respect to a U.S. Holder for any taxable year, certain elections may be available to the U.S. Holder that would result in alternative treatments, such as mark-to-market treatment or treatment as a qualified electing fund (“QEF”), of the Class A ordinary shares. However, we cannot provide any assurances that we will assist investors in determining whether we or any of our non-U.S. subsidiaries are a PFIC for any taxable year, nor do we expect that we will prepare or provide to U.S. Holders a “PFIC annual information statement,” which would enable a U.S. Holder to make a QEF election.

If we are treated as a PFIC with respect to a U.S. Holder for any taxable year, the U.S. Holder will be deemed to own shares in any of our subsidiaries that are also PFICs and generally be subject to the treatment described above with respect to any distribution on or disposition of such shares. An election for mark-to-market treatment, however, would likely not be available with respect to any such subsidiaries.

If we are considered a PFIC, a U.S. Holder will also be subject to information reporting requirements on an annual basis. U.S. Holders should consult their own tax advisors about the potential application of the PFIC rules to an investment in the Class A ordinary shares.

U.S. Information Reporting and Backup Withholding

Dividend payments with respect to the Class A ordinary shares and proceeds from the sale or other disposition of the Class A ordinary shares may be subject to information reporting to the IRS. In addition, a U.S. Holder (other than exempt U.S. Holders who establish their exempt status, if required) may be subject to backup withholding, currently at a 24% rate, on dividend payments and proceeds from the sale or other taxable disposition of Class A ordinary shares made within the United States or through certain U.S.-related financial intermediaries.

Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status may be required to provide such certification on IRS Form W-9. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and such holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

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Information Reporting by U.S. Holders

A U.S. Holder (including a U.S. tax-exempt entity) that acquires equity of a non-U.S. corporation may be required to file a Form 926 or a similar form with the IRS if (1) such person owned, directly or by attribution, immediately after the transfer at least 10.0% by vote or value of the corporation or (2) if the transfer, when aggregated with all transfers made by such person (or any related person) within the preceding 12-month period, exceeds $100,000. U.S. Holders should consult their tax advisers regarding the applicability of this requirement to their acquisition of our Class A ordinary shares.

Certain U.S. Holders who are individuals and certain entities holding specified foreign financial assets, including our Class A ordinary shares, with an aggregate value in excess of the applicable dollar threshold, may be required to report information relating to the Class A ordinary shares, subject to certain exceptions (including an exception for Class A ordinary shares held in accounts maintained by certain U.S. financial institutions), for each year in which they hold such shares. U.S. Holders should consult their tax advisors regarding their reporting obligations with respect to their ownership and disposition of the Class A ordinary shares.

FATCA

Provisions under Sections 1471 through 1474 of the Code and applicable U.S. Treasury Regulations commonly referred to as “FATCA” generally impose 30% withholding on certain “withholdable payments” and, in the future, may impose such withholding on “foreign passthru payments” made by a “foreign financial institution” (each as defined in the Code) that has entered into an agreement with the U.S. Internal Revenue Service to perform certain diligence and reporting obligations with respect to the foreign financial institution’s U.S.-owned accounts. The United States has entered into an intergovernmental agreement (“IGA”) with the Cayman Islands, which modifies the FATCA withholding regime described above. It is not yet clear how foreign passthru payments will be addressed under FATCA. The Company could be subject to these diligence, reporting and withholding obligations if it were treated as a financial institution under FATCA or the Cayman IGA. Prospective investors should consult their tax advisors regarding the potential impact of FATCA, the Cayman IGA and any non-U.S. legislation implementing FATCA, on their investment in the Class A ordinary shares.

THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE IMPORTANT TO YOU. EACH PROSPECTIVE PURCHASER SHOULD CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES OF AN INVESTMENT IN CLASS A ORDINARY SHARES UNDER THE INVESTOR’S OWN CIRCUMSTANCES.

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UNDERWRITING

We, the selling shareholders, and the underwriters named below have entered into an underwriting agreement with respect to the Class A ordinary shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of Class A ordinary shares indicated in the following table. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are the representatives of the underwriters.


Underwriters		Number of shares

Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Allen & Company LLC
UBS Securities LLC
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc
Wells Fargo Securities, LLC
Cowen and Company, LLC
BNP Paribas Securities Corp

Total

The underwriters are committed to take and pay for all of the Class A ordinary shares being offered by us and the selling shareholders, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

The underwriters have an option to buy up to an additional Class A ordinary shares from us to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by us and the selling shareholders. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional Class A ordinary shares from us.

We have agreed to reimburse the underwriters for certain of their expenses, in an amount of up to $30,000, as set forth in the underwriting agreement.


	No exercise	Full exercise
Per Share	$	$
Underwriting discounts and commissions to be paid by:
Us
Selling Shareholders

Total	$	$

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

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In connection with this offering, we, our officers, directors and holders of substantially all Class A ordinary shares have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their Class A ordinary shares or securities convertible into or exchangeable for Class A ordinary shares during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representatives.

This agreement does not apply to any existing employee benefit plans. See “Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

Prior to this offering, there has been no public market for the shares. The initial public offering price has been negotiated among us and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be our historical performance, estimates of our business potential and earnings prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses.

We have applied to list the Class A ordinary shares on the NYSE under the symbol “FTCH.” In order to meet one of the requirements for listing the Class A ordinary shares on the NYSE, the underwriters have undertaken to sell lots of 100 or more shares to a minimum of 400 beneficial holders.

In connection with this offering, the underwriters may purchase and sell shares of Class A ordinary shares in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Class A ordinary shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of Class A ordinary shares made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of our Class A ordinary shares, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our Class A ordinary shares. As a result, the price of the Class A ordinary shares may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these

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activities at any time. These transactions may be effected on NYSE, in the over-the-counter market or otherwise.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of our Class A ordinary shares may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of our Class A ordinary shares may be made at any time under the following exemptions under the Prospectus Directive:

(a)

to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b)

to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representatives for any such offer; or

(c)

in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares of our Class A ordinary shares shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to our Class A ordinary shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and our Class A ordinary shares to be offered so as to enable an investor to decide to purchase our Class A ordinary shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (as amended), including by Directive 2010/73/EU, and includes any relevant implementing measure in the Relevant Member State.

This European Economic Area selling restriction is in addition to any other selling restrictions set out below.

Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons, or the Exempt Investors, who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an

164

exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Brazil

The shares of Class A ordinary shares have not been, and will not be, registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários). The shares of Class A ordinary shares may not be offered or sold in Brazil, except in circumstances that do not constitute a public offering under Brazilian laws and regulations. Documents relating to the offering of the shares of Class A ordinary shares, as well as information contained therein, may not be supplied to the public in Brazil, nor used in connection with any public offer for subscription or sale of the shares of Class A ordinary shares to the public in Brazil.

Canada

The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

China

The information in this document does not constitute a public offer of the shares of Class A ordinary shares, whether by way of sale or subscription, in the People’s Republic of China (excluding, for purposes of this paragraph, the Hong Kong Special Administrative Region, the Macau Special Administrative Region, and Taiwan). The shares of Class A ordinary shares may not be offered or sold directly or indirectly in the People’s Republic of China to legal or natural persons other than directly to “qualified domestic institutional investors.”

165

Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (the “DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“Securities and Futures Ordinance”), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

166

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

United Kingdom

In the United Kingdom, this prospectus is only addressed to and directed at qualified investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this prospectus relates is available only to relevant persons and will only be engaged with relevant persons. Any person who is not a relevant person should not act or relay on this prospectus or any of its contents.

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive customary fees and expenses.

167

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

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EXPENSES OF THE OFFERING

We estimate that our expenses in connection with this offering, other than underwriting discounts and commissions, will be as follows:


Expenses	Amount

U.S. Securities and Exchange Commission registration fee	$	12,450
FINRA filing fee		15,500
NYSE listing fee			*
Transfer agent’s fee			*
Printing and engraving expenses			*
Legal fees and expenses			*
Accounting fees and expenses			*
Miscellaneous costs			*

Total	$		*

*	To be filed by amendment.

All amounts in the table are estimates except the U.S. Securities and Exchange Commission registration fee, NYSE listing fee and FINRA filing fee. We will pay all of the expenses of this offering.

169

LEGAL MATTERS

The validity of our Class A ordinary shares and certain other matters of Cayman Islands law will be passed upon for us by Walkers, Cayman Islands. Certain matters of U.S. federal law will be passed upon for us by Latham & Watkins LLP. Certain matters of U.S. federal law will be passed upon for the underwriters by Fenwick & West LLP, Mountain View, California.

EXPERTS

The financial statements as of December 31, 2017 and 2016 and for each of the three years in the period ended December 31, 2017 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The current address of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH, United Kingdom.

170

ENFORCEMENT OF CIVIL LIABILITIES

We have appointed CT Corporation System as our agent to receive service of process with respect to any action brought against us in the U.S. District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

We have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (1) to recognize or enforce against us judgments of U.S. courts predicated upon the civil liability provisions of the U.S. federal securities laws or any state; and (2) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the U.S. federal securities laws or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the U.S. Securities and Exchange Commission a registration statement (including amendments and exhibits to the registration statement) on Form F-1 under the Securities Act. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit.

Upon consummation of this offering, we will become subject to the informational requirements of the Exchange Act. Accordingly, we will be required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. You may inspect and copy reports and other information filed with the SEC at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our Board members and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

We will send our transfer agent a copy of all notices of shareholders’ meetings and other reports, communications and information that are made generally available to shareholders. The transfer agent has agreed to mail to all shareholders a notice containing the information (or a summary of the information) contained in any notice of a meeting of our shareholders received by the transfer agent and will make available to all shareholders such notices and all such other reports and communications received by the transfer agent.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated statement of operations for the years ended December 31, 2015, 2016 and 2017		F-3
Consolidated statement of comprehensive loss for the years ended December 31, 2015, 2016 and 2017		F-4
Consolidated statement of financial position as at December 31, 2016 and 2017		F-5
Consolidated statement of changes in equity for the years ended December 31, 2015, 2016 and 2017		F-6
Consolidated statement of cash flows for the years ended December 31, 2015, 2016 and 2017		F-7
Notes to the consolidated financial statements		F-8
Unaudited interim condensed consolidated statement of operations for the six month periods ended June 30, 2017 and 2018		F-49
Unaudited interim condensed consolidated statement of comprehensive loss for the six month periods ended June 30, 2017 and 2018		F-50
Unaudited interim condensed consolidated statement of financial position as at December 31, 2017 and June 30, 2018		F-51
Unaudited interim condensed consolidated statement of changes in equity for the six month periods ended June 30, 2017 and 2018		F-52
Unaudited interim condensed consolidated statement of cash flows for the six month periods ended June 30, 2017 and 2018		F-53
Notes to the unaudited interim condensed consolidated financial statements		F-54

F-1

LOGO

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Farfetch.com Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Farfetch.com Limited and its subsidiaries (the “Company”) as of December 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive loss, changes in equity and cash flows for each of the three years in the period ended December 31, 2017, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

London, United Kingdom

May 30, 2018

We have served as the Company’s auditor since 2015.

F-2

Consolidated statement of operations

for the year ended December 31,

(in $ thousands, except share and per share data)


	Note		2015			2016			2017
Revenue		4		142,305			242,116			385,966
Cost of revenue				(69,702	)		(125,238	)		(181,200	)

Gross profit				72,603			116,878			204,766
Selling, general and administrative expenses		8		(130,073	)		(205,558	)		(299,260	)
Share of profits of associates				-			18			31

Operating loss		10		(57,470	)		(88,662	)		(94,463	)
Net finance (costs)/income		9		(4,265	)		7,402			(17,642	)

Loss before tax				(61,735	)		(81,260	)		(112,105	)
Income tax credit/(expense)		11		628			(199	)		(170	)

Loss after tax				(61,107	)		(81,459	)		(112,275	)

Attributable to:
Equity holders of the parent				(60,353	)		(81,414	)		(112,275	)
Non-controlling interests		21		(754	)		(45	)		-

				(61,107	)		(81,459	)		(112,275	)

Loss per share attributable to owners of the parent
Basic and diluted		12		(1.80	)		(2.21	)		(2.62	)
Weighted-average shares outstanding
Basic and diluted				33,610,279			36,864,992			42,867,409

The accompanying notes are an integral part of these consolidated financial statements

F-3

Consolidated statement of comprehensive loss

for the year ended December 31,

(in $ thousands)


	Note		2015			2016			2017
Loss for the year				(61,107	)		(81,459	)		(112,275	)
Other comprehensive (loss)/income
Items that may be subsequently reclassified to consolidated statement of operations
Exchange differences on translation of foreign operations				(7,562	)		(27,322	)		33,504

Other comprehensive (loss)/income for the year, net of tax				(7,562	)		(27,322	)		33,504

Total comprehensive loss for the year, net of tax				(68,669	)		(108,781	)		(78,771	)

Attributable to:
Equity holders of the parent				(67,915	)		(108,736	)		(78,771	)
Non-controlling interests		21		(754	)		(45	)		-

				(68,669	)		(108,781	)		(78,771	)

The accompanying notes are an integral part of consolidated these financial statements

F-4

Consolidated statement of financial position

(in $ thousands)


	Note		As at December 31, 2016			As at December 31, 2017
Non-current assets
Trade and other receivables		14		5,367			9,193
Intangible assets		15		42,943			74,041
Property, plant and equipment		16		15,795			26,696
Investments		17		-			278
Investments in associates		17		23			58

Total non-current assets				64,128			110,266

Current assets
Inventories		13		13,591			50,610
Trade and other receivables		14		17,281			18,180
Cash and cash equivalents				150,032			384,002

Total current assets				180,904			452,792

Total assets				245,032			563,058

Equity and liabilities
Equity
Share capital		18		6,192			7,086
Share premium		18		342,640			679,886
Foreign exchange reserve		19		(32,871	)		633
Other reserves		19		19,857			38,475
Accumulated losses		19		(216,901	)		(329,177	)

Equity attributable to owners of the parent				118,917			396,903
Non-controlling interests		21		(1	)		-

Total equity				118,916			396,903

Non-current liabilities
Deferred tax liabilities		25		-			-
Interest-bearing loans and borrowings		23		17,340			-
Provisions		24		3,935			5,142
Other liabilities		28		15,416			5,123

Total non-current liabilities				36,691			10,265

Current liabilities
Trade and other payables		22		84,388			136,744
Interest-bearing loans and borrowings		23		2,673			-
Other liabilities		28		2,364			19,146

Total current liabilities				89,425			155,890

Total liabilities				126,116			166,155

Total equity and liabilities				245,032			563,058

The accompanying notes are an integral part of these consolidated financial statements

F-5

Consolidated statement of changes in equity

(in $ thousands)


	Note		Share capital		Share premium		Foreign exchange reserve			Other reserves			Accumulated losses			Equity attributable to the parent			Non- controlling interest			Total equity
Balance at December 31, 2014				4,926		94,658		791			(1,633	)		(68,122	)		30,620			2,958			33,578

Changes in equity
Issue of share capital				552		93,278		-			-			-			93,830			-			93,830
Total comprehensive loss				-		-		(7,562	)		-			(60,353	)		(67,915	)		(754	)		(68,669	)
Share based payment – equity settled				-		-		-			5,742			-			5,742			-			5,742
Transactions with non-controlling interests				-		-		-			-			-			-			5,030			5,030

Balance at December 31, 2015				5,478		187,936		(6,771	)		4,109			(128,475	)		62,277			7,234			69,511

Changes in equity
Issue of share capital		18		714		154,704		-			-			-			155,418			-			155,418
Total comprehensive Income/(loss)				-		-		(27,322	)		-			(81,414	)		(108,736	)		(45	)		(108,781	)
Issue of warrants				-		-		-			409			-			409			-			409
Share based payment – equity settled				-		-		-			15,339			-			15,339			-			15,339
Transactions with non-controlling interests				-		-		1,222			-			(7,012	)		(5,790	)		(7,190	)		(12,980	)

Balance at December 31, 2016				6,192		342,640		(32,871	)		19,857			(216,901	)		118,917			(1	)		118,916

Changes in equity
Issue of share capital		18		894		337,246		-			2,161			-			340,301			-			340,301
Total comprehensive loss				-		-		33,504			-			(112,275	)		(78,771	)		-			(78,771	)
Share based payment – equity settled				-		-		-			16,457			-			16,457			-			16,457
Transactions with non-controlling interests				-		-		-			-			(1	)		(1	)		1			-

Balance at December 31, 2017				7,086		679,886		633			38,475			(329,177	)		396,903			-			396,903

The accompanying notes are an integral part of these consolidated financial statements

F-6

Consolidated statement of cash flows

for the year ended December 31,

(in $ thousands)


	Note		2015			2016			2017
Cash flows from operating activities
Loss before tax				(61,735	)		(81,260	)		(112,105	)
Adjustments for:
Depreciation		16		2,427			2,451			3,648
Amortization		15		677			4,446			7,332
Impairment of non-current assets				-			43			-
Non-cash employee benefits expense- equity settled share based payments				4,803			15,339			16,578
Net (income)/loss on sale of non-current assets				(5	)		261			42
Share of profits of associates				-			(15	)		(35	)
Net finance costs/(income)				115			(204	)		(1,261	)
Net exchange differences				2,048			2,073			12,196
Issue of warrants				-			409			-
(Increase)/decrease in the fair value of derivatives				-			(288	)		44
Changes in working capital
Increase in receivables				(3,647	)		(9,524	)		(598	)
Increase in inventories				(2,838	)		(6,308	)		(35,163	)
Increase in payables				14,292			19,463			47,406
Changes in other assets and liabilities
Increase in non-current receivables				(4,747	)		(619	)		(3,826	)
Increase in other liabilities				11,908			7,973			7,365
Interest paid				(12	)		(1,222	)		(591	)
Income taxes paid				(544	)		(97	)		(352	)

Net cash outflow from operating activities				(37,258	)		(47,079	)		(59,320	)

Cash flows from investing activities
Acquisition of subsidiary, net of cash acquired		5		(12,043	)		-			195
Payments for property, plant and equipment				(9,429	)		(6,012	)		(12,616	)
Payment for intangible assets				(6,583	)		(12,586	)		(18,997	)
Interest received				479			1,637			2,833
Payment for equity investments				-			-			(278	)
Proceeds from sale of property, plant and equipment				5			-			-

Net cash outflow from investing activities				(27,571	)		(16,961	)		(28,863	)

Cash flows from financing activities
Payment for acquisition of non-controlling interest				-			(5,028	)		-
Proceeds from issue of shares, net of issue costs				77,717			146,869			322,097
Repayment of loan notes		23		(303	)		(47	)		(21,955	)
Proceeds from issue of loan notes, net of issue costs		23		-			19,379			-

Net cash inflow from financing activities				77,414			161,173			300,142

Net increase in cash and cash equivalents				12,585			97,133			211,959
Cash and cash equivalents at the beginning of the financial year				63,441			72,579			150,032
Effects of exchange rate changes on cash and cash equivalents				(3,447	)		(19,680	)		22,011

Cash and cash equivalents at end of year				72,579			150,032			384,002

Non-cash investing activities		5

The accompanying notes are an integral part of these consolidated financial statements

F-7

Notes to the consolidated financial statements

1.	Corporate information

Farfetch.com Limited (the “Company” and, the “Parent”) is a private limited company incorporated in the Isle of Man and is subject to Manx Law. The Company is domiciled in the United Kingdom. The registered office is located at Grosvenor House, 66-67 Athol Street, Douglas, Isle of Man, IM1 IJE. The principal place of business is The Bower, 211 Old Street, London, EC1V 9NR, United Kingdom. Farfetch.com Limited and its subsidiary undertakings (the “Group”) is principally engaged in the following:

•

providing an online marketplace at Farfetch.com (and related suffixes) for retailers and brands to be able to offer their products for sale to the public (including associated services such as ‘production’, logistics, customer services and payment processing);

•

web design, build and development for retailers and brands to enable them to offer their products to the public; and

•

operation of the Browns London fashion boutique.

These financial statements were authorised for issue on May 30, 2018.

2.	Significant accounting policies

2.1.

Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The consolidated financial statements have been prepared under the historical cost convention unless otherwise stated.

The consolidated financial statements have been prepared on the basis of a full retrospective application of IFRS 15, Revenue from Contracts with Customers, with an adoption date as of January 1, 2017.

The consolidated financial statements are presented in United States Dollars (“USD” or “$”). All values are rounded to the nearest thousand dollars, except where indicated. The tables in these notes are shown in USD thousands, except where indicated.

The consolidated financial statements provide comparative information in respect of the previous periods.

2.2.

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Group and its subsidiaries. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

F-8

Notes to the consolidated financial statements

Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

•

The contractual arrangement with the other vote holders of the investee

•

Rights arising from other contractual arrangements

•

The Group’s voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary. Profit or loss and each component of other comprehensive income (“OCI”) are attributed to the equity holders of the parent of the Group and to the non-controlling interests. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

2.3.

Summary of significant accounting policies

a)	Business combinations and goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Group measures the non-controlling interests in the acquiree at the proportionate share of the acquiree’s identifiable net assets.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.

Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IAS 39 ‘Financial Instruments: Recognition and Measurement’, is measured at fair value with changes in fair value recognized in profit or loss.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interests over the net identifiable assets acquired and liabilities assumed which are measured at fair value at the date of acquisition.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units (“CGU”) that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are

F-9

Notes to the consolidated financial statements

assigned to those units. Annual impairment testing is performed at every reporting date. Refer to note 2.3 m) for the Group’s policy on the impairment of non-financial assets.

b)	Investment in associates

The Group recognizes an associate when the Group has a significant influence over that entity. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies. The Group’s investment in its associate, Farfetch Finance Limited, is accounted for using the equity method.

c)	Current versus non-current classification

The Group presents assets and liabilities in the statement of financial position based on current/non-current classification.

An asset is current when it is:

•

Expected to be realized or intended to be sold or consumed in normal operating cycle;

•

Held primarily for the purpose of trading;

•

Expected to be realized within twelve months after the reporting period; or

•

Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is current when:

•

It is expected to be settled in normal operating cycle;

•

It is held primarily for the purpose of trading;

•

It is due to be settled within twelve months after the reporting period; or

•

There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The Group classifies all other liabilities as non-current.

d)	Fair value measurement

This section outlines the Group policies applicable to financial instruments that are recognized and measured at fair value in the financial statements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

•

In the principal market for the asset or liability; or

•

In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Group.

F-10

Notes to the consolidated financial statements

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

•

Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities

•

Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

•

Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

e)	Revenue recognition

On January 1, 2017, the Group adopted IFRS 15 using the full retrospective transition method. The standard establishes principles for reporting information to users of financial statements, about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Further detail can be found in note 4 to the financial statements.

Revenue is recognized in accordance with the five-step model under IFRS 15:

identifying the contracts with customers;

identifying the separate performance obligations;

determining the transaction price;

allocating the transaction price to the separate performance obligations; and

recognizing revenue when each performance obligation is satisfied.

Retailing of goods

Revenue is recognized when the performance obligation is satisfied which is when the goods are received by the customer. Included within sales of goods is a provision for expected returns, discounts and rebates. Where these are not known, the Group uses historical data and patterns to calculate an estimate.

Rendering of services

The Group provides multiple services to brands and boutiques, and end consumers. The Group primarily acts as a commercial intermediary between sellers and end consumers and earns a commission for this service. The Group acts as an agent as part of this arrangement and revenue is

F-11

Notes to the consolidated financial statements

recognised on a net basis. Non-delivery services such as packaging, credit card processing, settlement of duties and other related services are not considered to be distinct from this commercial intermediary service because the Company does not consider the provision of non-delivery services to be separately identifiable from the promise to act as a commercial intermediary between sellers and the consumer. As a result, non-delivery service revenue is therefore recognized concurrently with commissions discussed in the next paragraph, when the performance obligation to facilitate the transaction between sellers and consumers is satisfied.

The Group recognises commissions and non-delivery service revenue when the goods are dispatched to the end consumer by the seller which is when the performance obligation to arrange these services is satisfied. A provision is made for commissions that would be refunded if the consumer returns the goods, and the Group uses historical data and patterns to estimate this.

The Group recognises delivery revenue on delivery of goods to the end consumers which represents the point in time in which the distinct performance obligation is satisfied. No provision for returns is made as delivery revenue is not subject to refund.

Promotional incentives, which include basket promo-code discounts, may periodically be offered to end consumers. These are treated as a deduction to revenue. Cash is collected by the Group from the end consumer using payment service providers. Within two months of the transactions, this is remitted to the relevant seller (net of commission and recoveries).

Before the adoption of IFRS 15 the Group recognized revenue relating to the delivery of goods on dispatch. As a result of the application of IFRS 15 the Group now recognizes a contract liability relating to the delivery of goods which have been dispatched but are yet to be delivered. This has resulted in an increase/(decrease) in revenue of $139,000, ($279,000) and $9,000 and recognition of deferred revenue of $153,000, $407,000 and $436,000 in 2015, 2016 and 2017 respectively. On transition, the impact on opening equity attributable to owners of the parent at January 1, 2015 was a decrease of $309,000.

f)	Current and deferred tax

Current tax is the expected tax payable based on the taxable profit for the period, and the tax laws that have been enacted or substantively enacted by the reporting date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. Current and deferred tax is charged or credited in the statement of operations, except when it relates to items charged or credited directly to equity, in which case the current or deferred tax is also recognized directly in equity.

F-12

Notes to the consolidated financial statements

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates and in accordance with laws that are expected to apply in the period/jurisdiction when/where the liability is settled or the asset is realized.

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities and where there is an intention to settle the balances on a net basis.

g)	Foreign currencies

The Group’s consolidated financial statements are presented in United States Dollars. For each entity the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency.

h)	Foreign currency translation

Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognized in profit or loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognized in OCI or profit or loss are also recognized in OCI or profit or loss, respectively).

On consolidation, the assets and liabilities of foreign operations are translated into United States Dollars at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at average exchange rates. The exchange differences arising on translation for consolidation are recognized in OCI.

i)	Property, plant and equipment

Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. All repair and maintenance costs are recognized in profit or loss as incurred.

Items of property, plant and equipment are depreciated with an expense recognized in depreciation and amortization expense on a straight-line basis over their useful life.

The useful lives of these items are assessed as follows:


Leasehold improvements		Over the life of the lease
Fixtures and fittings		Three to ten years
Motor vehicles		Four to eight years
Computer equipment		Three to ten years

F-13

Notes to the consolidated financial statements

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

j)	Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. Internally generated intangibles, excluding capitalized development costs, are not capitalized and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred. The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the statement of operations in the expense category that is consistent with the function of the intangible assets. Other than Goodwill, there are no intangible assets with indefinite useful lives.

Goodwill is not amortized but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to relevant CGU which are tested for impairment annually. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. On disposal of a cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Refer to note 2.3 m) for the Group’s policy on the impairment of non-financial assets.

Research and development costs

Research costs are expensed as incurred. Development expenditures on an individual project are recognized as an intangible asset when the Group can demonstrate:

•

The technical feasibility of completing the intangible asset so that the asset will be available for use or sale;

•

Its intention to complete and its ability and intention to use or sell the asset;

•

How the asset will generate future economic benefits;

•

The availability of resources to complete the asset; and

•

The ability to measure reliably the expenditure during development.

F-14

Notes to the consolidated financial statements

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset begins when development is complete and the asset is available for use. It is amortized over the period of expected future benefit. Amortization is recorded in administrative expenses. Development intangible assets under the course of construction are tested for impairment annually or more frequently if events or changes in circumstance indicate that they might be impaired. Once placed into service the asset is tested for impairment whenever events or changes in circumstance indicate that the carrying amount may not be recoverable.

Subsequent costs

Subsequent costs are only capitalized when there is an increase in the anticipated future economic benefit attributable to the assets in question. All other subsequent costs are recorded in the statement of operations for the year in which they are incurred.

Amortization

Amortization is charged to depreciation and amortization expense on a straight-line basis over the estimated useful life of the intangible assets, from the time that the assets are available for use. The useful lives of these items are assessed as follows:


Development costs		Three years
Brand, trademarks & domain names		Five to ten years
Customer relationships		Three to five years

k)	Inventories

Inventories are carried at the lower of cost and the net realizable value based on market performance, including the relative ancillary selling costs. The cost of inventories, calculated according to the weighted average cost method for each category of goods, includes purchase costs and costs incurred to bring the inventories to their present location and condition. In order to represent the value of inventories appropriately in the statement of financial position, and to take into account impairment losses due to obsolete materials and slow inventory movement, obsolescence provisions have been directly deducted from the carrying amount of the inventories.

l)	Financial instruments—initial recognition and subsequent measurement

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

The Groups financial assets comprise cash and cash equivalents, receivables and derivative financial instruments. Derivative financial instruments are comprised of forward exchange contracts, which are measured at fair value through profit or loss.

Trade receivables are generally accounted for at amortized cost. The Group reviews indicators of impairment on an ongoing basis and where such indicators exist, the Group makes an estimate of the asset’s recoverable amount.

F-15

Notes to the consolidated financial statements

Financial assets through profit or loss are measured initially at fair value with transaction costs taken directly to the consolidated statement of operations. Subsequently, the financial assets are remeasured, and gains and losses are recognized in the consolidated statement of operations.

Financial liabilities

The Groups financial liabilities comprise trade and other payables, interest bearing loans and borrowings, contingent consideration and foreign exchange contracts.

Trade and other payables are held at amortized cost.

All interest bearing loans and borrowings are initially recognized at fair value net of issue costs associated with the borrowing. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate method.

Contingent consideration and foreign exchange contracts are measured initially at fair value through profit or loss with transaction costs taken directly to the consolidated statement of operations. Subsequently, the fair values are remeasured and gains and losses from changes therein are recognized in the consolidated statement of operations.

m)	Impairment of non-financial assets

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account.

The Group bases its impairment calculation on detailed budgets which are prepared separately for each of the Group’s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. Impairment losses of continuing operations, are recognized in the statement of operations in expense categories consistent with the function of the impaired asset.

For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognized impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the asset’s or CGU’s recoverable amount.

Goodwill is tested for impairment annually as at December 31 and when circumstances indicate that the carrying value may be impaired. Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future periods.

F-16

Notes to the consolidated financial statements

n)	Provisions

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

o)	Share based payments

Employees (including senior executives) of the Group receive remuneration in the form of share based payments, whereby employees render services as consideration. The consideration is either equity or cash settled depending on the scheme.

Equity-settled transactions

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognized, together with a corresponding increase in other capital reserves in equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The statement of operations expense or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and is recognized in employee benefits expense.

No expense is recognized for awards that do not ultimately vest.

Cash-settled transactions

For cash-settled share-based payments, a liability is recognized for the goods or services acquired, measured initially at the fair value of the liability. At each balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognized in profit or loss for the year.

Employment related taxes

Where the Group has an obligation to settle employment related taxes on share based payments received by employees, these are provided for based on the intrinsic value of the vested share options at the end of the reporting period.

F-17

Notes to the consolidated financial statements

2.4.

Changes in accounting policies and disclosures

Amendments to IFRSs that are mandatorily effective for the current year

In the current year, the Group has applied the below amendments to IFRSs issued by the IASB that are mandatorily effective for an accounting period that begins on or after January 1, 2017. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.


IAS 7 (amendments) Disclosure initiative		The Group has adopted the amendments to IAS 7 for the first time in the current year. The amendments require an entity to provided disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both cash and non-cash changes. The application of these amendments has had no impact on the Group’s consolidated financial statements.

IAS 12 (amendments) Recognition of Deferred Tax Assets for Unrealised Losses		The Group has adopted the amendments to IAS 12 for the first time in the current year. The amendments clarify how an entity should evaluate whether there will be sufficient future taxable profits against which it can utilise a deductible temporary difference. The application of these amendments has had no impact on the Group’s consolidated financial statements as the Group already assesses the sufficiency of future taxable profits in a way that is consistent with these amendments.

New IFRS in issue not yet mandatorily effective

IFRS 15 Revenue from Contracts with Customers has been adopted by the Group and applied retrospectively. See note 2.3 e) for the Group’s revenue accounting policy and note 4 for further information.

New and revised IFRSs in issue but not yet effective

At the date of authorisation of these financial statements, the Group has not applied the following new and revised IFRSs that have been issued but are not yet effective:


IFRS 9		Financial Instruments (effective January 1, 2018)
IFRS 16		Leases (effective January 1, 2019)
IFRS 2 (amendments)		Classification and Measurement of Share-based Payment Transactions (effective January 1, 2018)

The adoption of IFRS 9 and IFRS 2 (amendments) will not have a material impact on the reported assets and liabilities and profit or loss of the Group.

IFRS 16 will require lease liabilities and the right of use assets for leases to be recognized on the Statement of Financial Position. The Group has completed an impact assessment. This assessment indicates that there will be a significant impact on the value of non-current assets and lease liabilities as the leases for office, production and retail space are currently accounted for as operating leases. For the current level of operating lease commitments, see note 26. There will be an immaterial impact on the reported result for the year.

F-18

Notes to the consolidated financial statements

3.	Critical accounting judgments and key sources of estimation uncertainty

The preparation of the Group’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Below is a summary of the critical measurement processes and the key assumptions used by management in applying accounting policies with regard to the future, and which could have significant effects on carrying amounts stated in the consolidated financial statements, or for which there is a risk that significant adjustments may be made to the carrying amount of assets and liabilities in subsequent years.

Critical judgements in applying group accounting policies

Inventory provisions

Inventory is carried at the lower of cost and net realisable value which requires an estimation of the products future selling prices. Judgment is required in determining any write-down for slow-moving or obsolete inventory.

Intangible assets—development costs

a) Cost capitalization

Amounts capitalized include the total cost of any external products or services and internal labor costs directly attributable to development of the asset. Management judgment is involved in determining the appropriate internal costs to capitalize and the amounts involved.

b) Useful life

The useful life is determined by management at the time the asset is brought into its intended use and is regularly reviewed for appropriateness. The useful life represents management’s view of the expected period over which the Group will receive benefits.

Recognition of a deferred tax asset

The Group has accumulated significant unutilized trading tax losses (note 25). A deferred tax asset in respect of these losses can only be recognized when it is probable that future taxable profits will be available to utilize these against. No net deferred tax asset has been recognized because there is uncertainty on the timing of future profitability in the near future. The Group reviews this assessment on an annual basis.

Key sources of estimation uncertainty

Impairment of non-financial assets

Impairment exists when the carrying value of an asset CGU exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow (“DCF”) model. The cash flows are

F-19

Notes to the consolidated financial statements

derived from the budget for the next five years. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash inflows and outflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill recognized by the Group.

Share based payments

Estimating the fair value of share options requires the determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. The Group uses the Black Scholes Valuation Model to estimate the fair value of each grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield. These inputs, and the volatility assumption in particular, are considered to be highly complex and subjective. Because the Group’s shares have not been historically publicly traded, it lacks sufficient company-specific historical and implied volatility information for its shares. Therefore, it estimates expected share price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. Because there is no public market for the Group’s shares, the Group uses the price per share from the most recent funding round when estimating the market price at the grant date of the share options. The complexity and subjectivity of the inputs will decrease in relation to future awards if the underlying shares begin trading.

Fair value measurement of financial instruments

Contingent consideration, resulting from business combinations, is valued at fair value at the acquisition date as part of the business combination.

As part of the accounting for the acquisitions of Browns in 2015, contingent consideration with an estimated fair value of $10,601,000 was recognized at the acquisition date as a financial liability. As required when contingent consideration is considered a liability, the Group has remeasured the fair value of the liability at the end of the period to $19,146,000 (2016: $14,335,000) with the revaluation expense being recognized in selling, general and administrative expenses.

As part of the accounting for the acquisitions of iMall in 2015, contingent consideration with an estimated fair value of $853,000 was recognized at the acquisition date as a financial liability. As required when contingent consideration is considered a liability, the Group has remeasured the fair value of the liability at the end of the period to nil (2016: $2,364,000).

4.	Revenue

On January 1, 2017, the Group adopted IFRS 15 using the full retrospective transition method. The standard establishes principles for reporting information to users of financial statements about the nature, amount, timing and uncertainty of revenue arising from an entity’s contracts with customers. The main change in accounting policies as a result of the application of IFRS 15 is detailed in note 2.3 e).

Revenue by type of good or service


	2015		2016		2017
Browns in-store revenue		6,894		12,668		15,434
Platform services revenue		106,794		180,937		296,350
Platform fulfilment revenue		28,617		48,511		74,182

		142,305		242,116		385,966

F-20

Notes to the consolidated financial statements

The Group has a single performance obligation in respect of Browns in-store revenue. Where finished goods have been ordered but not yet delivered to the consumer at end of the reporting period, revenue is deferred until delivery, which is when the performance obligation is satisfied. At the end of the reporting period, this amounted to $1,135,000 (2016: $741,000, 2015: $nil) and it is expected to be recognized in under 30 days from the end of the reporting period. In 2017 $741,000 (2016: $nil, 2016: $nil) of revenue deferred in 2016 (2015, 2014) was recognized as revenue.

Within platform services, the Group provides multiple services to sellers, brands and boutiques, and end customers. The Group acts as a commercial intermediary between sellers and final customers and earns a commission for this service. Commission revenue is recognized net on the statement of operations as the Group acts as an agent. For all other services provided to either the sellers or the final consumers the Group acts as a principal and revenue is recognized on a gross basis within the statement of operations. These services include delivery, packaging, credit card processing, settlement of duties and other related services.

The Group is responsible for the collection of cash from consumers with payment typically taken in advance of completing the performance obligations. This is then remitted net to the sellers within two months of the end of each reporting period. At checkout, consumers are charged for delivery, if applicable, in addition to the cost of goods in their basket.

The Group has two performance obligations for platform services. The first performance obligation is facilitating the transaction between sellers and consumers where revenue is recognized on dispatch by the seller. The Group classifies revenues related to this performance obligation as Platform Services Revenue. The second performance obligation is the provision of delivery services for products sold on the platform, for which revenues are recognized when the products are delivered to the consumers. Revenues for delivery services are stated net of promotional incentives and discounts. As discussed above, the Group also provides other non-delivery services, including packaging, credit card processing, settlement of duties and other related services. These additional services are not distinct from the overall performance obligation of facilitating the transaction between sellers and consumers using our platform, and are therefore recognized on dispatch by the seller. The Group classifies revenues related to delivery and other non-delivery services as Platform Fulfilment Revenue.

Revenue in relation to obligations within Platform Services Revenue which have not been (or have been partially) satisfied at the end of the reporting period is $1,067,000 (2016: $330,000, 2015: $165,000) and is expected to be recognized in under 90 days from the end of the reporting period. In 2017 $330,000 (2016: $165,000, 2015: $58,000) of revenue deferred in 2016 (2015, 2014) was recognized as revenue. The transaction price for this performance obligation is equal to the price charged to the end customer less the amount remitted back to the seller. This is equivalent to the commission and related charges shown on the invoice raised to the seller.

As discussed above, the promise with respect to delivery services is satisfied only when the goods are delivered. Within Platform Fulfilment Revenue, where the delivery performance obligation has not been satisfied at the end of the reporting period, revenue of $436,000 (2016: $407,000, 2015: $153,000) has been deferred and is expected to be recognized in under 90 days from the end of the reporting period. The transaction price for this performance obligation is the delivery costs charged to the consumer as described above. In 2017 $407,000 (2016: $153,000, 2015: $308,000) of revenue deferred in 2016 (2015, 2014) was recognized as revenue.

F-21

Notes to the consolidated financial statements

There were no receivables from contracts with customers (2015 and 2016: none).

Further detail can be found in note 2.3. e) to the financial statements.

5.	Business combinations

Acquisitions in 2015

Browns (South Molton Street) Limited

On May 1, 2015, Farfetch UK Limited, a wholly owned subsidiary of the Parent, acquired 100% of the issued share capital of Browns (South Molton Street) Limited, a retail store. Details of the purchase consideration, the net assets acquired and goodwill are as follows:


	2015
Purchase consideration
Cash paid		9,064
Ordinary shares issued		12,116
Contingent consideration—classified as a financial liability		10,601

Total purchase consideration		31,781

The fair value of the 487,805 shares issued as part of the consideration paid for Browns (South Molton Street) Limited ($12,116,000) was estimated based upon the Company’s most recent funding round as of the date of the acquisition.

The fair value of the contingent consideration at the time of the acquisition was determined to be $10,601,000. The fair value was determined by taking the best estimate of number of shares to be paid out and the share price from the most recent round of funding prior to the date of the acquisition. The contingent consideration is held as a financial liability and remeasured to its fair value at each reporting date.

The Group recognized the following assets and liabilities upon the Browns acquisition:


	2015
Inventories		3,712
Other current assets		1,448
Fixed assets		1,507
Current liabilities		(2,750	)

Total net identified assets acquired		3,917

Goodwill		23,482
Browns brand		4,089
Browns customer list		757
Deferred tax asset		101
Deferred tax liability		(565	)

Total goodwill and identifiable intangible assets acquired		27,864

Net assets acquired		31,781

The brand is amortized over ten years and the customer list is amortized over five years.

F-22

Notes to the consolidated financial statements

The goodwill is attributable to the synergies the Group can leverage from the acquisition which are expected to significantly enhance the Group’s marketplace and wider platform offering. It will not be deductible for tax purposes.

Acquired receivables

The fair value of acquired trade receivables is $244,000. The gross contractual amount for trade receivables due is $244,000, of which nil is expected to be uncollectible.

Revenues and profit contribution

The acquired business contributed revenues of $11,199,000 and a net loss of $3,489,000 to the Group for the period from May 1 to December 31, 2015.

Purchase consideration cash outflow


	2015
Outflow of cash to acquire subsidiary, net of cash acquired
Cash consideration		9,064
Less: balances acquired
Cash and cash equivalents		(183	)

Net outflow of cash investing activities		8,881

The ordinary shares issued of $12,116,000 and contingent consideration of $10,601,000 are non-cash investing activities.

Acquisition-related costs

Acquisition-related costs of $423,000 are included in selling, general and administrative expenses.

iMall Holdings Limited

On February 3, 2015 Farfetch UK Limited, a wholly owned subsidiary of the Parent, acquired 100% of the issued share capital of iMall Holdings Limited, an online fashion retailer in Russia that was immediately liquidated upon acquisition. Farfetch UK retained the employee workforce of iMall. Details of the purchase consideration, the net assets acquired and goodwill are as follows:


	2015
Purchase consideration
Cash paid		114
Ordinary shares issued		3,642
Contingent consideration—classified as a financial liability		853

Total purchase consideration		4,609

The fair value of the 146,588 shares issued as part of the consideration paid for iMall ($3,642,000) was estimated based upon the Company’s most recent funding round as of the date of the acquisition.

F-23

Notes to the consolidated financial statements

The fair value of the contingent consideration at the time of the acquisition was determined to be $853,000. The fair value was determined by taking the best estimate of number of shares to be paid out and the share price from the most recent round of funding prior to the date of the acquisition. The contingent consideration, is held as a financial liability and remeasured to its fair value at each reporting date.

The ordinary shares issued and contingent consideration are non-cash investing activities.

As no identifiable net assets were acquired as part of the transaction the full amount of consideration paid was recognized as goodwill.

The goodwill is attributable to the acquired workforce’s ability to generate future Russian sales.

Acquisition-related costs

There were no material acquisition related costs associated to this acquisition.

The results of operations for each of the acquisitions have been included in the Group’s consolidated statements of operations since the respective dates of acquisitions. Actual and pro forma revenue and results of operations for the acquisitions have not been presented because they do not have a material impact to the consolidated revenue and results of operations, either individually or in aggregate.

LASO Co Limited

On December 17, 2015, Farfetch Japan Co., Ltd, a 50.01% owned subsidiary of the Parent, acquired 100% of the issued share capital of LASO, an online fashion retailer in Japan. Farfetch Japan Co. Ltd is a subsidiary entity for the Group with non-controlling interest due to the Group having control over the entity. Details of the purchase consideration, the net assets acquired and goodwill of LASO Co Limited are as follows:


	2015
Purchase consideration
Cash paid		3,191
Accounts payable		353

Total purchase consideration		3,544

F-24

Notes to the consolidated financial statements

The Group recognized the following assets and liabilities upon the LASO acquisition:


	2015
Cash		195
Other current assets		152
Fixed assets		31
Intangible fixed assets		16
Current liabilities		(292	)
Non-current liabilities		(52	)

Total net identified assets acquired		50

Goodwill		2,988
LASO brand		268
LASO customer list		497
Deferred tax liability		(259	)

Total goodwill and identifiable intangible assets acquired		3,494

Net assets acquired		3,544

The brand is amortized over five years and the customer list is amortized over three years.

The goodwill is attributable to the reputation and access to the Japanese market. It will not be deductible for tax purposes.

Purchase consideration cash outflow


	2015
Outflow of cash to acquire subsidiary, net of cash acquired
Cash consideration		3,191
Less: balances acquired
Cash and cash equivalents		(195	)
Bank overdraft		52

Net outflow of cash investing activities		3,048

Acquisition-related costs

Acquisition-related costs of $63,000 are included in selling, general and administrative expenses.

Acquisitions in 2016

There were no business combinations in 2016.

F-25

Notes to the consolidated financial statements

Acquisitions in 2017

Fashion Concierge UK Limited

On October 31, 2017, Farfetch UK Limited, a wholly owned subsidiary of the Parent, acquired 100% of the issued share capital of Fashion Concierge UK Limited and its subsidiary F&C Fashion Concierge, LDA (“Fashion Concierge UK Limited”). The primary reason for the acquisition is for the Group to enhance its private client offering. Details of the purchase consideration, the net assets acquired and goodwill are as follows:


	2017
Purchase consideration
Ordinary shares issued		2,183

Total purchase consideration		2,183

The fair value of the 45,000 shares issued as 100% of the consideration paid for Fashion Concierge UK Limited ($2,183,000) was estimated based upon the Company’s most recent funding round as of the date of the acquisition.

Net cash inflow arising on acquisition


	2017
Cash and cash equivalent balances acquired		195
Cash consideration		-

Net cash inflow		195

The ordinary shares issued are non-cash investing activities

The Group recognized the following assets and liabilities upon the Fashion Concierge UK Limited acquisition:


	2017
Intangible assets		1
Tangible assets		4
Trade receivables		301
Cash and cash equivalents		195
Trade payables		(1,341	)

Total net identified liabilities acquired		(840	)

Goodwill		3,023

Total goodwill acquired		3,023

Net assets acquired		2,183

The goodwill represents the synergies that Farfetch is expected to generate.

Revenues and profit contribution

The results of operations for each of the acquisitions have been included in the Group’s consolidated statements of operations since the respective dates of acquisitions. Actual and pro forma

F-26

Notes to the consolidated financial statements

revenue and results of operations for the acquisitions have not been presented because they do not have a material impact to the consolidated revenue and results of operations, either individually or in aggregate.

Acquisition related costs

Acquisition-related costs of $123,000 are included in selling, general and administrative expenses.

Style.com

On June 12, 2017, Farfetch UK Limited, a wholly owned subsidiary of the Parent, acquired 100% of the business of Style.com, a luxury e-commerce retailer, from Conde Nast. The primary reason for the acquisition was for the Group to leverage customer relationships, the Style.com domain name authority and content to enhance the Group’s marketplace business. Details of the purchase consideration, the assets acquired and goodwill are as follows:


	2017
Purchase consideration
Ordinary shares issued		12,411

Total purchase consideration		12,411

The fair value of the 258,265 shares issued as 100% of the consideration paid for Style.com Limited ($12,411,000) was estimated based upon the Company’s most recent funding round as of the date of the acquisition. The ordinary shares issued are non-cash investing activities.

The Group recognized the following assets and liabilities upon acquisition:


	2017
Inventories		1,856

Total net identified assets acquired		1,856

Goodwill		7,050
Customer relationships		1,178
Trademarks and domain name		3,046
Deferred tax liability		(719	)

Total goodwill and identifiable intangible assets acquired		10,555

Net assets acquired		12,411

The trademarks and domain name are amortized over ten years and the customer relationships are amortized over three years.

The goodwill is attributable to the Style.com reputation and the expected synergies and efficiencies generated by the business combination. It will not be deductible for tax purposes.

There was no cashflow impact with purchase consideration being the issue of shares and there being no cash acquired.

Acquisition related costs

Acquisition-related costs of $557,000 are included in selling, general and administrative expenses.

F-27

Notes to the consolidated financial statements

6.	Segmental and geographical information

The Group has identified four operating segments. This assessment is based on information reported to the Group’s Chief Executive for the purpose of assessing segmental performance and resource allocation.

These are the Marketplace (which operates the Farfetch.com marketplace website and app), Farfetch Black & White (a white label website solution for luxury brands), Stores (operation of the Browns luxury boutiques) and Store of the Future (provision of technology solutions to retail outlets). The Marketplace represents over 90% of the Group’s revenue, results and assets. As such the Group has presented only one reportable segment.

Geographical information

The Group operates a platform that connects retailers and brands, which provide supply, with consumers, who provide demand. Therefore, the Group believes it is relevant to disclose geographical revenue information on both a supply basis, determined by location of the Farfetch contracting entity, and on a demand basis, determined by location of consumer.

The Group’s U.K. revenue, based on location of the Farfetch contracting entity, was $335,345,000 (2016: $208,857,000, 2015: $135,911,000).

The Group’s revenue from external customers, based on consumer ship-to location, and information about its segment assets by geographical location are detailed below:


	2015		2016		2017
Revenue from external customers
Americas		46,318		70,371		97,528
Europe, Middle East and Africa		50,503		92,420		155,676
Asia Pacific		45,484		79,325		132,762

		142,305		242,116		385,966


	2016		2017
Non-current assets
Americas		2,011		4,046
United Kingdom		18,408		53,594
Europe, Middle East and Africa		38,240		45,596
Asia Pacific		5,469		7,030

		64,128		110,266

No single customer amounted for more than 10% of Group revenues (2016: none, 2015: none).

F-28

Notes to the consolidated financial statements

7.	Employees and directors


	2015		2016		2017
Wages and salaries		39,711		60,455		88,164
Social security costs		4,688		9,626		12,783
Other pension costs		-		360		898
Share based payments (equity settled)		5,742		17,256		16,667
Share based payments (cash settled)		-		1,178		3,807
Share based payments (employment related taxes)		763		1,414		1,012

		50,904		90,289		123,331

8.	Selling, general and administrative expenses

Included within selling, general and administrative expenses are:


	2015		2016		2017
Demand generation expenses		34,158		48,381		69,202
Technology		6,741		12,269		31,611
Depreciation and amortization		3,104		6,897		10,980
Share based payments		6,505		19,848		21,486

9.	Finance income and costs


	2015			2016			2017
Unrealised exchange gains		-			7,643			-
Deposit account interest		435			1,359			2,510
Other interest income		90			278			323

Finance income		525			9,280			2,833

Unrealised exchange losses		(4,778	)		-			(18,902	)
Interest on borrowings		(8	)		(1,473	)		(1,572	)
Other interest expense		(4	)		(29	)		(1	)
Warrants issued		-			(376	)		-

Finance costs		(4,790	)		(1,878	)		(20,475	)

Net finance (costs)/income		(4,265	)		7,402			(17,642	)

10.

Loss before tax

Loss before tax items include:


	Note		2015			2016		2017
Employee benefits		7		50,904			90,289		123,331
Operating leases				7,602			12,322		18,162
Research and development costs expensed				773			4,972		5,102
(Loss)/profit on disposal of non-current assets				(5	)		261		42
Depreciation—Property, plant & equipment				2,427			2,451		3,648
Amortization—Intangible assets				677			4,446		7,332
Auditors’ remuneration				539			411		1,095

F-29

Notes to the consolidated financial statements

11.

Taxation

a) Income tax (credit)/expense


	2015			2016		2017
Current tax:
Corporate tax		95			182		805
Prior year adjustments		-			17		132

Total current tax		95			199		937
Total deferred tax		(723	)		-		(767	)

Income tax (credit)/expense		(628	)		199		170

b) Reconciliation of income tax (credit)/expense to tax payable

The tax on the Group’s loss before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profit of the consolidated entities as follows:


	2015			2016			2017
Loss before tax		(61,735	)		(81,260	)		(112,105	)

Tax at the UK tax rate of 19.25% (2016: 20%, 2015: 20.25%)		(12,501	)		(16,252	)		(21,580	)
Tax effects of:
Impairment of intangible assets		-			46			-
Sundry temporary differences		(569	)		268			(599	)
Sundry permanent differences		243			1,945			1,965
Entertaining		137			272			27
Loss utilisation		-			-			(85	)
Taxes paid overseas and rate difference		12			42			(144	)
Foreign exchange rate differences		177			306			192
Unrecognized deferred tax asset arising from timing differences relating to:
Share based payment		759			2,913			3,722
Non-current assets		171			208			463
Prior year adjustments		-			17			132
Losses carried forward		10,943			10,434			16,077

Income tax (credit)/expense		(628	)		199			170

The Finance Act 2015 reduced the main rate of UK Corporation Tax from 20% to 19% for the 2017 tax year, with the rate set at 19% for the 2018 and 2019 tax years. The Finance Act 2016 has set the CT rate for the 2020 tax year as 17%. Consequently the Group has used a blended tax rate of 19.25% for the 2017 financial year.

F-30

Notes to the consolidated financial statements

12.

Loss per share

Basic loss per share is computed using the weighted-average number of outstanding shares during the period. Diluted loss per share is computed using the weighted-average number of outstanding shares and excludes all potential shares outstanding during the period, as their inclusion would be anti-dilutive. The Group’s potential shares consist of incremental shares issuable upon the assumed exercise of share options and warrants, and the incremental shares issuable upon the assumed vesting of unvested share awards. The calculation of loss per share is as follows:


	2015			2016			2017
In $ thousands, except share and per share data
Basic and diluted
Loss attributable to owners of the parent		(60,353	)		(81,414	)		(112,275	)
Shares used in calculation
Weighted-average shares outstanding		33,610,279			36,864,992			42,867,409

Basic and diluted loss per share attributable to owners of the parent		(1.80	)		(2.21	)		(2.62	)

Potential dilutive securities that are not included in the diluted per share calculations because they would be anti-dilutive are as follows:


	2015		2016		2017
Employee options		1,545,663		1,963,272		3,160,759
Warrants		597,309		628,459		660,542
Contingently issuable shares		-		-		198,828

13.

Inventories


	2016		2017
Finished goods		13,591		50,610

		13,591		50,610

The total cost of inventory recognized as an expense in the consolidated profit or loss was $55,192,000 (2016: $32,606,000). The total provision against inventory in order to write down the balance to the net recoverable value was $1,162,000 (2016: $1,344,000).

14.

Trade and other receivables


	2016		2017
Current
Other receivables		10,094		5,294
Sales taxes		1,715		5,307
Prepayments and accrued income		5,277		7,394
Derivative financial assets (note 28)		195		185

		17,281		18,180

Non-current
Other receivables		5,367		9,193

		5,367		9,193

F-31

Notes to the consolidated financial statements

The carrying amount of trade and other receivables approximates their fair value. The maximum credit risk at the balance sheet date to be equivalent to the carrying value of trade and other receivables.

15.

Intangible assets


	Goodwill			Brand, trademarks & domain names			Customer relationships			Development costs			Total
Cost
At December 31, 2015		30,300			4,243			1,229			6,820			42,592
Additions		-			-			-			12,586			12,586
Disposal		-			-			-			(212	)		(212	)
Foreign exchange movements		(4,797	)		(688	)		(199	)		(1,409	)		(7,093	)

At December 31, 2016		25,503			3,555			1,030			17,785			47,873

Additions		10,073			3,046			1,178			18,997			33,294
Transfers		-			139			-			(139	)		-
Foreign exchange movements		2,873			549			176			2,294			5,892

At December 31, 2017		38,449			7,289			2,384			38,937			87,059

Accumulated amortization
At December 31, 2015		-			(267	)		(99	)		(545	)		(911	)
Amortization for year		-			(497	)		(184	)		(3,765	)		(4,446	)
Foreign exchange movements		-			75			27			325			427

At December 31, 2016		-			(689	)		(256	)		(3,985	)		(4,930	)

Amortization for year		-			(745	)		(272	)		(6,315	)		(7,332	)
Transfers		-			(67	)		-			67			-
Foreign exchange movements		-			(103	)		(37	)		(616	)		(756	)

At December 31, 2017		-			(1,604	)		(565	)		(10,849	)		(13,018	)

Net book value

At December 31, 2016		25,503			2,866			774			13,800			42,943

At December 31, 2017		38,449			5,685			1,819			28,088			74,041

Included within Development costs is $666,000 (2016: $148,000) of assets that are under the course of construction. Amortization of this will commence once they have been brought into use.

Development costs relate to capitalized development expenses relating to development of internal software and developments of the Farfetch websites.

Additions to goodwill, brands, trademarks & domain names and customer relationships have arisen due to business combinations. See note 5.

Amortization for all intangible assets is all recorded in selling, general and administrative expenses.

Goodwill reflects the amount of consideration in excess of the fair value of net assets of business combinations. The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. Goodwill has been allocated to the following CGUs. For details regarding additions to goodwill refer to note 5.

F-32

Notes to the consolidated financial statements


	2016		2017
CGU*
Marketplace		6,741		17,916
Browns – Platform		18,762		20,533

		25,503		38,449

*	Only two of the Group’s CGUs have goodwill allocated.

The recoverable amounts of the CGUs are determined from value in use calculations. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the period. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGUs and the group of units. The growth rates are based on industry growth forecasts.

The Group prepares cash flow forecasts derived from the most recent financial budgets approved by management for the next five years. The key assumptions for the value-in-use calculations are the long term growth rate applied to year five onwards and the discount rates. The Group extrapolates the cash flows in the fifth year based on an estimated growth rate of 2% (2016: 2%). This rate does not exceed the average long-term growth rate for the relevant markets. The pre-tax rate used to discount the forecast cash flows ranges from 10.9% to 12.3% (2016: 10%). The pre-tax discount rate applied is derived from a market participant’s weighted average cost of capital. The assumptions used in the calculation of the Group’s weighted average cost of capital are benchmarked to externally available data.

No reasonably possible change in assumptions would create an impairment.

F-33

Notes to the consolidated financial statements

16.

Property, plant and equipment


	Leasehold improvements			Fixtures and fittings			Motor vehicles			Computer equipment			Totals
Cost
At December 31, 2015		11,745			1,882			178			3,893			17,698
Additions		4,600			694			-			803			6,097
Disposals		(65	)		(91	)		-			(26	)		(182	)
Foreign exchange movements		(1,668	)		(274	)		(16	)		(351	)		(2,309	)

At December 31, 2016		14,612			2,211			162			4,319			21,304

Additions		7,717			3,230			-			2,000			12,947
Disposals		(249	)		(175	)		(39	)		(364	)		(827	)
Transfers		-			(177	)		-			177			-
Foreign exchange movements		1,373			427			19			431			2,250

At December 31, 2017		23,453			5,516			142			6,563			35,674

Accumulated depreciation
At December 31, 2015		(1,132	)		(804	)		(108	)		(1,672	)		(3,716	)
Depreciation for year		(1,379	)		(360	)		(17	)		(695	)		(2,451	)
Disposals		24			86			-			23			133
Foreign exchange movements		227			107			10			181			525

At December 31, 2016		(2,260	)		(971	)		(115	)		(2,163	)		(5,509	)

Depreciation for year		(1,674	)		(972	)		(14	)		(988	)		(3,648	)
Disposals		249			171			28			337			785
Transfers		(98	)		61			-			37			-
Foreign exchange movements		(225	)		(151	)		(11	)		(219	)		(606	)

At December 31, 2017		(4,008	)		(1,862	)		(112	)		(2,996	)		(8,978	)

Net book value

At December 31, 2016		12,352			1,240			47			2,156			15,795

At December 31, 2017		19,445			3,654			30			3,567			26,696

Included within Leasehold improvements and Computer equipment is respectively $6,312,000 and $nil (2016: $2,473,000 and $368,000) of assets that are under the course of construction. Depreciation will commence once they have been brought into use.

Depreciation for all Property, plant and equipment is all recorded in selling, general and administrative expenses.

17.

Investments

Equity investments

In 2017 the Group acquired minor equity interests worth $278,000 (2016: $nil). Equity investments are carried at cost less impairment.

F-34

Notes to the consolidated financial statements

Investments in associates

The table below illustrates the summarized financial information of the Group’s investment in Farfetch Finance Limited (“the associate”). The Group holds 25% of issued capital of the associate. The principal activity of the associate is the provision of trade finance and it is incorporated in England & Wales. The associate is accounted for using the equity method.


	Share of associates net assets
At December 31, 2016		8
Share of profit after tax		15

At December 31, 2016		23

Share of profit after tax		35

At December 31, 2017		58

18.

Share capital and share premium

Ordinary shares issued and fully paid as at December 31, 2017


Number of shares		Class	Par value £		Share capital		Share premium		Total
	11,868,250	Ordinary shares		0.10		1,916		45,657		47,573
	4,318,811	Preferred “A” shares		0.10		668		5,240		5,908
	6,930,670	Preferred “B” shares		0.10		1,130		17,117		18,247
	3,880,694	Preferred “C” shares		0.10		606		19,112		19,718
	3,753,049	Preferred “D” shares		0.10		630		45,829		46,459
	3,016,926	Preferred “E” shares		0.10		468		77,212		77,680
	4,509,583	Preferred “F” shares		0.10		625		144,731		145,356
	8,211,336	Preferred “G” shares		0.10		1,043		324,988		326,031

	46,489,319					7,086		679,886		686,972

During 2017, 7,269,329 shares were issued. All were fully paid. Of these shares, 6,844,502 were newly issued Preferred shares from the series G funding round and the remainder 424,827 were ordinary shares. The nominal value of all shares issued is £0.10 each. Transaction costs recognized directly in equity amounted to $414,000. The Group has an unlimited amount of authorized ordinary shares.

During 2017, 1,366,834 existing shares issued in previous periods were redesignated as Preferred “G” shares.

F-35

Notes to the consolidated financial statements

Ordinary shares issued and fully paid as at December 31, 2016


Number of shares		Class	Par value £		Share capital		Share premium		Total
	12,483,138	Ordinary shares		0.10		2,014		32,842		34,856
	4,517,780	Preferred “A” shares		0.10		698		5,481		6,179
	7,058,820	Preferred “B” shares		0.10		1,151		17,433		18,584
	3,880,694	Preferred “C” shares		0.10		606		19,112		19,718
	3,753,049	Preferred “D” shares		0.10		630		45,829		46,459
	3,016,926	Preferred “E” shares		0.10		468		77,212		77,680
	4,509,583	Preferred “F” shares		0.10		625		144,731		145,356

	39,219,990					6,192		342,640		348,832

During 2016, 5,062,339 shares were issued. All were fully paid. Of these shares, 4,509,583 were Preferred Shares from the series F funding round. The remainder were ordinary shares. The nominal value of all shares issued is £0.10 each. Transaction costs recognized directly in equity amounted to $5,421,000.

Each ordinary share and preferred share shall rank equally for any dividends paid. On a liquidation event the holder of preferred shares will have the priority on the available assets. Each ordinary and class of preferred shares shall rank equally in relation to voting rights.

F-36

Notes to the consolidated financial statements

19.

Reserves


	Foreign exchange reserve			Other reserves									Accumulated losses
	Foreign exchange reserve			Warrant reserve		Changes in ownership			Share based payments		Merger relief reserve		Accumulated losses
At December 31, 2014		791			338		(8,666	)		6,695		-		(68,122	)
Loss for the year		-			-		-			-		-		(60,353	)
Movement in foreign exchange reserve		(7,562	)		-		-			-		-		-
Share based payments- equity settled		-			-		-			5,742		-		-

At December 31, 2015		(6,771	)		338		(8,666	)		12,437		-		(128,475	)

Loss for the year		-			-		-			-		-		(81,414	)
Movement in foreign exchange reserve		(27,322	)		-		-			-		-		-
Warrants issued		-			409		-			-		-		-
Transactions with non-controlling interests		1,222			-		-			-		-		-
Share based payments- equity settled		-			-		-			15,339		-		(7,012	)

At December 31, 2016		(32,871	)		747		(8,666	)		27,776		-		(216,901	)

Loss for the year		-			-		-			-		-		(112,275	)
Movement in foreign exchange reserve		33,504			-		-			-		-		-
Shares issued- acquisition of a subsidiary		-			-		-			-		2,161		-
Share based payments- equity settled		-			-		-			16,457		-		(1	)

At December 31, 2017		633			747		(8,666	)		44,233		2,161		(329,177	)

The foreign exchange reserve represents the cumulative exchange differences on the translation of the Group’s overseas subsidiaries into the Group’s presentational currency.

The warrant reserve represents the cumulative expense of the shares to be issued where the group has issued warrants.

The changes in ownership reserve represents transactions with former non-controlling interests of the Group.

The share based payment reserve represents the Group’s cumulative equity settled share option expense.

The merger relief reserve represents the excess over nominal share capital where there has been share consideration as part of a business combination.

Accumulated losses represent the cumulative gains and losses recorded in the statement of operations.

F-37

Notes to the consolidated financial statements

20.

Group information

At December 31, 2017, the Company’s subsidiaries were as follows:

Direct Holdings

Name

Country of
incorporation

% equity interest

Principal activities

2016

2017

Farfetch UK Limited

England & Wales

100

Marketing, providing editorial and merchant services

FFBR importacao e exportacao LTDA*

Brazil

99.9

100

Import & Export Agent for Farfetch

Farfetch.com Brasil Servicos LTDA**

Brazil

100

E-commerce, marketing and editorial services

Farfetch.com US LLC

USA

100

E-commerce and marketing

Indirect Holdings

Country of
incorporation

% equity
interest

Principal activities

2016

2017

Farfetch-Portugal Unipessoal LDA

Portugal

100

Back office support

Farfetch HK Holdings Limited

Hong Kong

100

Holding Company

Browns (South Molton Street) Limited

England & Wales

100

Retail

Farfetch Japan Co Ltd

Japan

100

E-commerce and marketing

LASO.CO.LTD

Japan

100

E-commerce and marketing

Farfetch China (HK Holdings) Limited

Hong Kong

100

Holding company

Farfetch (Shanghai) E-Commerce Co. Ltd

China

100

E-commerce services

Farfetch HK Production Limited

Hong Kong

100

E-commerce and marketing

Farfetch Store of the Future Limited

England & Wales

100

Dormant

Fashion Concierge UK Limited

England & Wales

100

E-commerce services

F&C Fashion Concierge, LDA

Portugal

100

E-commerce services

Farfetch Black & White Limited

England & Wales

100

E-commerce services

Farfetch International Limited

Isle of Man

100

Holding company

Farfetch México, S.A de C.V***

Mexico

100

Back office support

Farfetch Finance Limited

England & Wales

Finance

*	Owned by Farfetch.com Limited (99.9%) and Farfetch UK Limited (0.1%)

**	Owned by Farfetch.com Limited (99.9995%) and Farfetch UK Limited (0.0005%)

***	Owned by Farfetch.com Limited (1%) and Farfetch UK Limited (99%)

21.

Non-controlling interests

On January 11, 2017, the Group acquired the remaining 0.1% of FFBR importação e exportação Ltda that it did not already own.

On August 15, 2016, Farfetch UK Limited acquired the remaining 49.99% of Farfetch Japan Co. Ltd.

On November 19, 2016, the Group acquired the remaining 0.1% of Farfetch.com Brasil Servicos LTDA.

On December 17, 2015, Farfetch Japan Co Ltd acquired LASO Co Ltd. See note 5 for details on the LASO acquisition.

F-38

Notes to the consolidated financial statements

The effect of changes in the ownership interest of the Group on the equity attributable to owners of the company during the year and prior year is summarized as follows:


	2016			2017
Balance brought forward		7,234			(1	)
Transactions with non-controlling interests		(7,190	)		1
Loss attributable to non-controlling interests		(45	)		-

		(1	)		-

22.

Trade and other payables


	2016		2017
Trade payables		56,320		73,992
Other payables		969		713
Social security and other taxes		2,031		6,646
Income tax payable		102		666
Accruals and deferred revenue		24,966		54,727

		84,388		136,744

23.

Interest bearing loans and borrowings


	Interest rate			Maturity		2016		2017
Secured borrowings at amortized cost
Promissory notes		10.8	%		2020		20,013		-

							20,013		-
Presented as:
Amounts due for settlement within 12 months							2,673		-
Amounts due for settlement after 12 months							17,340		-

							20,013		-

Promissory notes of $20 million carrying interest at 10.8% were issued in 2016 at principal value. Issue costs of $621,000 were incurred. The promissory notes are secured by fixed and floating charges over certain Group assets. On June 30, 2017 the promissory notes were repaid in full.

Warrants

The Group has issued warrants to Silicon Valley Bank as follows:


Date of issue	Number of shares		Warrant price	Expiration date
April 13, 2011		107,530	£1.02	10 years from issue date
August 22, 2012		74,300	£1.62	10 years from issue date

During 2016, the Group issued warrants, which are linked to the $20m of Promissory notes issued in 2016, to Triple Point Capital as follows:


Date of issue	Number of shares		Warrant price	Expiration date
October 3, 2016		24,587	£23.39	12 years from issue date
August 1, 2016		6,706	£23.39	12 years from issue date
December 23, 2016		6,706	£23.39	12 years from issue date

F-39

Notes to the consolidated financial statements

24.

Provisions


	Dilapidations provision						Share based payments employment taxes provision						Total
	2016			2017			2016			2017			2016			2017
At January 1		1,749			1,834			763			2,101			2,512			3,935
Additional provision in year		95			406			1,414			1,012			1,509			1,418
Foreign exchange		(10	)		(75	)		(76	)		(136	)		(86	)		(211	)

At December 31		1,834			2,165			2,101			2,977			3,935			5,142

The dilapidations provision reflects the best estimate of the cost to restore leasehold property in line with the Group’s contractual obligations. Based on a detailed analysis the Group has estimated a liability of $2,165,000 (2016: $1,834,000). In estimating the liability the Group has made assumptions which are based on past experience. Assuming the leases are not extended, the Group expects the economic outflows to match the contractual end date of Group leases. The Group leases have an average length of six years with an average of three years remaining.

The share based payments employment taxes provision reflects the best estimate of the cost to settle employment related taxes on the Group share based payments based on the most recent share price and the number of share options expected to vest where the Group has an obligation to settle employment related taxes. The Group has estimated a liability of $2,977,000 (2016: $2,101,000).

25. Deferred tax

As a result of the purchase price allocation exercise arising from the acquisition of Style.com a deferred tax liability of $719,000 has been recognised as a temporary difference. Refer to Note 5.


Deferred tax liabilities	Note		2016			2017
At January 1				761			493
Deferred tax recognized on acquisition		5		—			719
Foreign exchange				(107	)		91
Released to profit or loss				(161	)		(224	)

At December 31				493			1,079


Deferred tax assets			2016			2017
At January 1				761			493
Deferred tax recognized				—			719
Foreign exchange				(107	)		91
Released to profit or loss				(161	)		(224	)

At December 31				493			1,079


Deferred tax, net


At December 31				—			—

A deferred tax asset has been recognized following the acquisition of Style.com (note 5) equal to and to fully offset the deferred tax liability.

F-40

Notes to the consolidated financial statements

Deferred tax assets have been offset against deferred tax liabilities because they are in the same jurisdiction.

Unrecognized deferred tax assets

Unutilized trading tax losses

The Group has accumulated unutilized trading tax losses carried forward as at December 31, 2017 of $232m (2016: $137m). A net deferred tax asset is only recognized where it can be shown that it is probable that future taxable profits will be available against which the Group can utilize the asset. Subject to specific legislation regarding changes in ownership and the nature of trade, trading losses are available to be either carried forward indefinitely or for a significant time period.


	Local currency		2016		2016		2017		2017
	Local currency		Local ‘m		$’m		Local ‘m		$’m
UK trading losses		GBP		74		92		136		184
US Net Operating Losses (“NOL”)		USD		29		29		29		29
Brazil trading losses		BRL		33		10		42		13
Japan trading losses		JPY		475		4		463		4
Hong Kong trading losses		HKD		17		2		16		2

				628		137		686		232

UK trading losses are available to be carried forward indefinitely. Legislation has been introduced with effect from April 6, 2017 whereby the utilization of UK trading losses carried forward will be restricted to 50% on UK Group profits exceeding £5.0m.

US Net Operating Losses as at December 31, 2017 are available to be carried forward for a period of 20 years. The carry forward NOLs start to expire in different years, the first of which is December 31, 2030.

Brazilian, Japanese and Hong Kong trading losses as at December 31, 2017 are available to be carried forward indefinitely but utilization of losses in respect of Brazil is restricted to 30% of taxable income in future taxable periods.

26.

Commitments and guarantees

Consolidated

Future minimum lease payments under non-cancellable operating leases as at the year end were:


	2016		2017
No later than one year		5,766		11,929
Later than one year not later than three years		9,171		20,297
Later than three year not later than five years		6,231		11,251
Later than five years		13,912		22,656

	35,080		66,133

The Group’s operating leases relate to property leases for the various office, production and retail stores that the Group has. There is no contingent rent (2016: none). Several leases have a right to renew at the end of the lease term.

F-41

Notes to the consolidated financial statements

There are no contingent liabilities (2016: none).

27.

Related party disclosures

The Group was advanced an initial balance of $72,000 from J M F Neves. This amount was advanced interest free and was fully repaid during 2015. Therefore, the balance at the end of 2015 was nil. J M F Neves serves as a director to the Group.

Until October 21, 2017, when Fashion Concierge UK Limited (formerly ASAP 54.com) was acquired, see note 5, the Group made sales totaling, $110,000 (2016: $11,000) to Fashion Concierge UK Limited. This was a related party of J M F Neves. The Group had $1,000 outstanding at the end of 2016.

The acquisition of the business of Style.com (note 5) was a related party transaction because the former owners of Style.com Conde Nast, are also a shareholder of the Group. Jonathan Newhouse, the current chairman and chief executive of Conde Nast International is also a director of Farfetch.com Limited.

Total compensation and benefits in kind (excluding share based payments) to key management personnel amounted to $1,200,000 (2016: $1,100,000). In addition to this, there was share based payment compensation of $1,900,000 (2016: $3,100,000).

Platforme International Limited is a related party of J M F Neves. The Group made sales of $248,000 (2016: $120,000) to Platforme International Limited. The Group had a $70,000 receivable in 2017 (2016: $20,000 payable).

All Group transactions have been eliminated on consolidation.

28.

Financial instruments and financial risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns whilst optimizing the debt and equity balance. Whilst all debt has been settled in 2017 the Group’s overall strategy remains unchanged from 2016. The capital structure of the Group throughout 2017 consisted of net cash (borrowings disclosed in note 23) and equity of the Group (comprising issued capital, reserves, accumulated losses and non-controlling interests as disclosed in notes 18, 19 and 21). At December 31, 2017, the capital structure consisted solely of equity. The Group is not subject to any externally imposed capital requirements.

The Group is exposed to risks which arise from the probability of changes in the fair value of the future cash flows deriving from a financial instrument due to fluctuations in market prices. The Group has identified two principal risks being market risk (foreign exchange and interest rates) and liquidity risk.

Details of the significant accounting policies and methods adopted (including the criteria for recognition, the basis of measurement and the bases for recognition of income and expenses) for each class of financial asset, financial liability and equity instrument are disclosed in note 2.

F-42

Notes to the consolidated financial statements

Categories of financial instruments

Financial assets


	Loans and receivables 2016		Loans and receivables 2017
Other receivables		10,094		5,294
Cash and cash equivalents		150,032		384,002

Total		160,126		389,296


	Fair value through profit or loss 2016		Fair value through profit or loss 2017
Derivative financial assets		195		185

Financial liabilities


	Amortized cost 2016		Amortized cost 2017
Trade payables		56,320		73,992
Other payables		969		713
Borrowings- Current		2,673		-
Borrowings- Non-current		17,340		-

Total		77,302		74,705


	Fair value through profit or loss 2016		Fair value through profit or loss 2017
Contingent consideration		16,699		19,146

		16,699		19,146

Financial risk management objectives

The Group’s Corporate Treasury function provides services to the business, co-ordinates access to domestic and international financial markets and monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk.

The Group seeks to minimize the effects of these risks, where appropriate, by using derivative financial instruments to hedge these risk exposures. The use of financial derivatives is governed by the Group’s policies approved by the board of directors, which provide written principles on foreign exchange risk, interest rate risk, credit risk and the use of derivatives. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

Market risk

The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates (see table below). The Group enters into derivative financial instruments to manage its exposure to foreign currency risk. Interest rate risk is not hedged.

F-43

Notes to the consolidated financial statements

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.

The Group uses forward currency contracts to hedge its foreign currency risks. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value with movements recorded to the statement of operations. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.


	Financial assets/(liabilities) at fair value through profit or loss
	2016		2017		2016			2017
Derivative financial asset/(liability)		264		226		(69	)		(41	)

Liquidity risk

The Group monitors its liquidity risk to maintain a balance between continuity of funding and flexibility. This helps the Group achieve timely fulfilment of its obligations while sustaining the growth of the business.

The table below analyses the Group’s financial liabilities into relevant groupings based on the remaining period from the reporting date to the contractual maturity date. Amounts due within 12 months equal their carrying balances, as the impact of discounting is not significant.


	Less than one year		Less than one year
	2016		2017
Trade and other payables		57,289		74,705
Contingent consideration		2,364		19,146
Borrowings		2,673		-

Total		62,326		93,851


	More than one year		More than one year
	2016		2017
Contingent consideration		14,335		-
Borrowings		17,340		-

	31,675		-

Credit risk

Credit risk is the risk that financial loss arises from the failure of a customer to meet its obligations under a contract. Due to the nature of operations the Group does not have significant exposure to credit risk. Refer to note 14.

Capital risk management

The Group’s objective when managing capital is to safeguard the Group’s ability to provide returns for members and benefits for other stakeholders and to maintain an optimal capital structure to

F-44

Notes to the consolidated financial statements

reduce the cost of capital. The Group is not subject to any externally imposed capital requirements. The capital structure is as follows:


	2016			2017
Total borrowings		20,013			-
Less: cash and cash equivalents		(150,032	)		(384,002	)

Net cash		(130,019	)		(384,002	)
Total equity		118,916			396,903

Total capital		(11,103	)		12,901

Features of the Group’s borrowings are as follows:

The Group’s financial instruments comprise principally of promissory notes and various other items arising directly from its operations such as trade payables. The main purpose of these financial instruments is to finance the Group’s operations.

The main risks from the Group’s financial instruments are currency risk, interest rate risk and liquidity risk. The Board reviews and agrees policies, which have remained substantially unchanged for the year under review, for managing these risks.

Fair value hierarchy

Financial instruments carried at fair value are categorized into the below levels, reflecting the significance of the inputs used in estimating the fair values:

Level 1: Quoted prices (unadjusted) in active markets for identical instruments;

Level 2: Valuation techniques based on observable inputs, other than quoted prices included within level 1, that are observable either directly or indirectly from market data;

Level 3: Valuation techniques using significant unobservable inputs, this category includes all instruments where the valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect on the instrument’s valuation.

The Group recognizes the following financial instruments at fair value:

•

derivative financial instruments, measured using a level 1 valuation method; and

•

contingent consideration, measured using a level 2 valuation method.

The valuation of contingent consideration is based upon the share price of the Group, which is deemed to be observable. As there is no quoted price the share price applied is from the most recent funding round, being Series G (2016: Series F). The Group recognized net losses of $3,313,000 (2016: $8,020,000) when remeasuring the above to their fair values.

Financial instruments sensitivity analysis

In managing currency risks the Group aims to reduce the impact of short term fluctuations on its earnings. At the end of each reporting year, the effects of hypothetical changes in currency and interest rates are as follows.

F-45

Notes to the consolidated financial statements

Foreign exchange rate sensitivity analysis

The table below shows the Group’s sensitivity to United States dollars strengthening/weakening by 10%:


	Increase/(decrease) in profit or loss			Increase/(decrease) in profit or loss
	2016			2017
10% appreciation of United States dollars		4,376			7,576
10% depreciation of United States dollars		(5,350	)		9,260

This analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the end of the reporting year. The analysis assumes that all other variables, in particular interest rates, remain constant.

Interest rate sensitivity analysis

During 2016, the Group issued promissory notes with a variable interest rate. The table below shows the Group’s sensitivity to changes in the US prime rate, which is the variable in the group interested rate, by 2%:


	Increase/(decrease) in loss			Increase/(decrease) in loss
	2016			2017
2% increase in US prime rate		460			-
2% decrease in US prime rate		(490	)		-

This analysis is based on interest rate variances that the Group considered to be reasonably possible at the end of the reporting year. The analysis assumes that all other variables, in particular foreign exchange, remain constant. Promissory notes were repaid in full in 2017, see note 23.

29.

Share options- equity and cash settled

The Group continues to have three equity settled share option plans (section a) and a cash settled share option plan (section b).

a. Equity settled

During the year ended December 31, 2017, the Group had three equity settled share based payment plans which are described below. All grants in 2017 were from the LTIP approved share-option plan.


Type of arrangement	EMI approved share option plan	Unapproved share option plan	LTIP approved share option plan
Date of first grant	November 1, 2011	July 1, 2011	September 9, 2015
Number granted	1,101,120	2,266,567	5,165,982
Contractual life	10 years	10 years	10 years
Vesting conditions	Varying tranches of options vesting upon defined years of service	Varying tranches of options vesting upon defined years of service	Varying tranches of options vesting upon defined years of service with certain awards having non-market conditions

F-46

Notes to the consolidated financial statements

Movements on the share options were as follows:


	2015			2016			2017
	Number of options			Number of options			Number of options
Options at beginning of year		2,227,789			3,322,262			3,504,473
Options granted		1,168,473			1,225,711			3,133,231
Options exercised		(74,000	)		(502,114	)		(39,705	)
Options forfeited		-			(541,386	)		(136,597	)

		3,322,262			3,504,473			6,461,402

Options exercisable at end of year		1,836,141			2,042,980			2,510,285

Weighted average exercise prices were as follows:


	2015		2016		2017
Options at beginning of year	£	0.63	£	2.89	£	7.67
Options granted	£	10.92	£	12.70	£	27.03
Options forfeited		-	£	2.20	£	25.51
Options exercised		-	£	0.32	£	0.32
Options at end of year	£	3.29	£	7.67	£	16.86
Options exercisable at year end	£	2.89	£	4.13	£	6.07
Weighted average remaining contracted life of options outstanding at year end		6.8 years		7.67 years		8.0 years


	2015		2016		2017
	Number of options		Number of options		Number of options
Exercise price of options outstanding at year end
£0.32 to £2.13		2,220,137		1,218,139		1,173,747
£2.14 to £13.39		470,052		1,116,365		1,116,365
£13.40 to £21.77		532,073		1,000,501		1,260,501
£21.78 to £28.09		-		169,468		1,717,889
£28.10 to £28.98		-		-		1,192,900

		3,322,262		3,504,473		6,461,402

Weighted average fair value of options granted in year	£	9.49	£	12.14	£	12.03

Weighted average share price at the date of exercise options exercised during the year ended December 31, 2017 was £35.85 (2016: £27.21).

F-47

Notes to the consolidated financial statements

Inputs in the Black Scholes model for share options granted during the year and prior year were as follows:


	2015		2016		2017
Black Scholes model
Weighted average share price		£10.926		£23.39		£37.56
Weighted average exercise price		£0.323		£12.70		£27.03
Average expected volatility		40%		20%		20%
Expected life		6.5 years		4 years		4 years
Risk free rate		1.61%		1.40%		1.85%
Expected dividends		£nil		£nil		£nil

Expected volatility was determined by calculating the historic volatility of the Group’s share price.

The expected life in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioral considerations.

The Group recognized total expenses of $16,667,000, $17,256,000 and $5,742,000 related to equity-settled share based payment transactions in 2017, 2016 and 2015 respectively.

b. Cash settled

Since 2016 the Group issues to certain employees share appreciation rights (“SAR”s) that require the Group to pay the intrinsic value of the SAR to the employee at the date of exercise. The Group has recorded liabilities of $5,123,000 in 2017 ($1,081,000 in 2016) through the grant of 222,696 SARs (2016: 177,893 SARs).

The fair value of the SARs is determined by using the Black Scholes model using the same assumptions noted in the above table for the Group’s equity-settled share based payments. The fair value of the liability is then reassessed at each reporting date. Included in the 2017 expense of $3,807,000 (2016: $1,178,000, 2015: nil), is a revaluation gain of $2,071,000 (2016: $nil). The total intrinsic value at December 31, 2017 was $7,362,000 (2016: $2,179,000) of which $2,965,000 is fully vested (2016: $384,000)

30.

Events after the reporting year

On May 15, 2018, Farfetch Limited was formed, which is an exempted company with limited liability incorporated in the Cayman Islands which, prior to the consummation of the offering as described in the registration statement, the outstanding shares of the Company will be exchanged for shares of Farfetch Limited. Following consummation of the offering, Farfetch Limited will become the immediate and ultimate holding company of the Company and also the largest group in which the results of the Group and Company are to be consolidated. The Group’s financial statements for the year ended December 31, 2017 exclude Farfetch Limited because Farfetch Limited has no operations, nominal assets and liabilities and there are no contingencies prior to the transactions described above. For the same reason, no audited balance sheet and related notes of Farfetch Limited have been presented.

There was also an issue of 2,102,917 shares. There have been no other events after the reporting year.

F-48

Unaudited interim condensed consolidated statement of operations

for the six month periods ended June 30,

(in $ thousands, except share and per share data)


	Note		2017			2018
Revenue		5		172,571			267,508
Cost of revenue				(78,223	)		(130,643	)

Gross profit				94,348			136,865
Selling, general and administrative expenses		7		(125,762	)		(208,801	)
Share of profits of associates				15			24

Operating loss				(31,399	)		(71,912	)
Net finance income		8		1,690			4,218

Loss before tax				(29,709	)		(67,694	)
Income tax credit/ (expense)		9		429			(714	)

Loss after tax				(29,280	)		(68,408	)

Loss per share attributable to owners of the parent
Basic and diluted		10		(0.75	)		(1.42	)

Weighted-average ordinary shares outstanding
Basic and diluted		10		39,254,535			48,316,103

The accompanying notes are an integral part of these interim condensed consolidated financial statements

F-49

Unaudited interim condensed consolidated statement of comprehensive loss

for the six month periods ended June 30,

(in $ thousands)


	2017			2018
Loss for the period		(29,280	)		(68,408	)
Other comprehensive income/(expense):
Items that may be subsequently reclassified to consolidated statement of operations (net of tax):
Exchange differences on translation of foreign operations		16,177			(9,134	)

Other comprehensive income/(expense) for the period, net of tax		16,177			(9,134	)

Total comprehensive loss for the period, net of tax		(13,103	)		(77,542	)

The accompanying notes are an integral part of these interim condensed consolidated financial statements

F-50

Unaudited interim condensed consolidated statement of financial position

(in $ thousands)


	Note		December 31, 2017			June 30, 2018
Non-current assets
Trade and other receivables		11		9,193			9,916
Intangible assets		12		74,041			83,908
Property, plant and equipment		13		26,696			33,783
Investments				278			272
Investments in associates				58			79

Total non-current assets				110,266			127,958

Current assets
Inventories				50,610			55,633
Trade and other receivables		11		18,180			79,932
Cash and cash equivalents				384,002			336,982

Total current assets				452,792			472,547

Total assets				563,058			600,505

Equity and liabilities
Equity
Share capital		14		7,086			7,374
Share premium		14		679,886			782,177
Foreign exchange reserve		15		633			(8,501	)
Other reserves		15		38,475			49,073
Accumulated losses		15		(329,177	)		(397,585	)

Total equity				396,903			432,538

Non-current liabilities
Provisions				5,142			6,314
Other liabilities				5,123			5,654

Total non-current liabilities				10,265			11,968

Current liabilities
Trade and other payables		16		136,744			155,999
Other liabilities		19		19,146			-

Total current liabilities				155,890			155,999

Total liabilities				166,155			167,967

Total equity and liabilities				563,058			600,505

The accompanying notes are an integral part of these interim condensed consolidated financial statements

F-51

Unaudited interim condensed consolidated statement of changes in equity

(in $ thousands)


	Note		Share capital		Share premium		Foreign exchange reserve			Other reserves		Accumulated losses			Equity attributable to the parent			Non- controlling interest			Total equity
Balance at January 1, 2017				6,192		342,640		(32,871	)		19,857		(216,901	)		118,917			(1	)		118,916

Changes in equity
Issue of share capital		14		915		336,701		-			-		-			337,616			-			337,616
Total comprehensive income/ (loss)				-		-		16,177			-		(29,280	)		(13,103	)		-			(13,103	)
Share based payment – equity settled				-		-		-			6,231		-			6,231			-			6,231
Transactions with non-controlling interests				-		-		-			-		-			-			1			1

Balance at June 30, 2017				7,107		679,341		(16,694	)		26,088		(246,181	)		449,661			-			449,661

Balance at January 1, 2018				7,086		679,886		633			38,475		(329,177	)		396,903			-			396,903

Changes in equity
Issue of share capital		14		288		102,291		-			-		-			102,579			-			102,579
Total comprehensive loss				-		-		(9,134	)		-		(68,408	)		(77,542	)		-			(77,542	)
Share based payment – equity settled				-		-		-			10,598		-			10,598			-			10,598

Balance at June 30, 2018				7,374		782,177		(8,501	)		49,073		(397,585	)		432,538			-			432,538

The accompanying notes are an integral part of these interim condensed consolidated financial statements

F-52

Unaudited interim condensed consolidated statement of cash flows

for the six month periods ended June 30,

(in $ thousands)


	Note		2017			2018
Cash flows from operating activities
Loss before tax				(29,709	)		(67,694	)
Adjustments for:
Depreciation		13		1,462			3,115
Amortisation		12		3,557			7,223
Non-cash employee benefits expense – equity-settled share based payments				6,231			10,598
Net loss on sale of non-current assets				9			93
Share of profits of associates				(15	)		(24	)
Net finance costs/(income)				156			(3,135	)
Net exchange differences				(4,422	)		1,562
Decrease in the fair value of derivatives				-			1,529
Changes in workings capital
Increase in receivables				(35,928	)		(61,750	)
Increase in inventories				(8,664	)		(5,024	)
Increase in payables				39,057			6,624
Changes in other assets and liabilities
Increase in non-current receivables				(1,122	)		(722	)
Increase in other liabilities				4,188			1,885
Interest paid				(591	)		(43	)
Income taxes paid				(176	)		(199	)

Net cash outflow from operating activities				(25,967	)		(105,962	)

Cash flows from investing activities
Payments for property, plant and equipment				(5,293	)		(11,259	)
Payments for intangible assets				(8,226	)		(19,311	)
Interest received				679			3,177

Net cash outflow from investing activities				(12,840	)		(27,393	)

Cash flows from financing activities
Proceeds from issue of shares, net of issue costs				321,594			82,269
Repayment of loan notes				(21,955	)		-

Net cash inflow from financing activities				299,639			82,269

Net increase (decrease) in cash and cash equivalents				260,832			(51,086	)
Cash and cash equivalents at the beginning of the period				150,032			384,002
Effects of exchange rate changes on cash and cash equivalents				17,277			4,066

Cash and cash equivalents at end of period				428,141			336,982

The accompanying notes are an integral part of these interim condensed consolidated financial statements

F-53

Notes to the unaudited interim condensed consolidated financial statements

1.	Corporate information

Farfetch.com Limited (the “Company”) is a private limited company incorporated in the Isle of Man and is subject to Manx Law. The Company is domiciled in the United Kingdom. The registered office is located at Grosvenor House, 66-67 Athol Street, Douglas, Isle of Man, IM1 IJE. The principal place of business is The Bower, 211 Old Street, London, EC1V 9NR, United Kingdom. Farfetch.com Limited and its subsidiary undertakings (the “Group”) is principally engaged in the following:

•

providing an online marketplace at Farfetch.com (and related suffixes) for retailers, designers and brands to be able to offer their products for sale to the public (including associated services such as ‘production’, logistics, customer services and payment processing);

•

web design, build and development for retailers and brands to enable them to offer their products to the public; and

•

operation of the Browns London fashion boutique.

These condensed consolidated interim financial statements were approved for issue on August 17, 2018.

2.	Basis of preparation

This unaudited interim condensed consolidated financial statements as at June 30, 2018 and for the six months ended June 30, 2017 and 2018 have been prepared in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’, as issued by the International Accounting Standards Board (“IASB”). The unaudited interim condensed consolidated financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2017, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB.

The Directors have made an assessment of the Group’s ability to continue in operational existence for the foreseeable future and are satisfied that it is appropriate to continue to adopt the going concern basis of accounting in preparing the consolidated financial statements.

The functional currency of the Company is Pound Sterling (“GBP” or “£”). The consolidated financial statements are presented in United States Dollars (“USD” or “$”). All values are rounded to the nearest thousand dollars, except where indicated. The tables in these notes are shown in USD thousands, except where indicated.

3.	Significant accounting policies

The accounting policies applied by the Group in these interim condensed consolidated financial statements are the same as those applied by the Group in its consolidated financial statements for the period ended December 31, 2017. On January 1, 2018 the Group adopted the following new and revised accounting standards and interpretations:

•

IFRS 9, Financial Instruments; and

•

IFRS 2 (amendments), Classification and Measurement of Share-based Payment Transactions.

Neither of these had a material impact on the Group’s consolidated results, financial position or cash flows.

F-54

Notes to the unaudited interim condensed consolidated financial statements

Due to the nature of the Group’s financial assets and liabilities there has been no changes to the Group’s accounting policies as a result of adopting IFRS 9, Financial Instruments.

4.	Critical accounting estimates and judgments

The preparation of the Group’s condensed consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

In preparing the condensed consolidated interim financial statements, the significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the period ended December 31, 2017.

5.	Revenue

Seasonality of revenue

Due to the seasonal nature of the industry in which the Group operates, higher revenues and operating results are usually expected in the fourth compared to the first, second and third quarters. Revenue is normally highest in the fourth quarter, followed by decreased activity in the first quarter of the following year. Second quarters generally tend to be higher than the third due to increased propensity for consumers to shop as a result of mid-year sales and promotional events. In the financial year ended December 31, 2017, 45% of revenues accumulated in the first half of the year, with 55% accumulated in the remainder of the year.

Revenue by type of good or service


	Six months ended June 30,
	2017		2018
Browns in-store revenue		7,331		7,191
Platform services revenue		131,480		209,766
Platform fulfilment revenue		33,760		50,551

		172,571		267,508

6.	Segment and geographical information

The Group has not identified any further operating segments, including reportable segments, since December 31, 2017.

The Group has identified four operating segments. This assessment is based on information reported to the Group’s Chief Operating Decision Maker for the purpose of assessing segmental performance and resource allocation.

F-55

Notes to the unaudited interim condensed consolidated financial statements

Geographical information

The Group’s United Kingdom revenue, based on location of the Farfetch contracting entity, is $220,685,000 (six months to June 30, 2017: $138,702,000).

The Group’s revenue from external customers, based on consumer ship-to location, and information about its segment assets by geographical location are detailed below:


	Six months ended June 30,
	2017		2018
Revenue from external customers
Americas		46,389		54,412
Europe, Middle East and Africa		69,948		134,272
Asia Pacific		56,234		78,824

		172,571		267,508

No single customer amounted for more than 10% of Group revenues (2017: none)


	December 31, 2017		June 30, 2018
Non-current assets
Americas		4,046		5,517
United Kingdom		53,594		63,768
Europe		45,596		50,277
Asia Pacific		7,030		8,396

		110,266		127,958

7.	Selling, general and administrative expenses

Included within selling, general and administrative expenses are:


	Six months ended June 30,
	2017		2018
Demand generation expenses		29,123		41,258
Technology		11,128		31,031
Depreciation and amortization		5,019		10,338
Share based payments		8,600		12,523

F-56

Notes to the unaudited interim condensed consolidated financial statements

8.	Finance income and costs


	Six months ended June 30,
	2017			2018
Unrealized exchange gains		2,483			1,084
Deposit account interest		571			2,900
Other interest income		108			277

Finance income		3,162			4,261

Interest on borrowings		(1,471	)		-
Other interest expense		(1	)		(43	)

Finance costs		(1,472	)		(43	)

Net finance income		1,690			4,218

9.	Taxation

Income tax (credit)/ expense

Despite consolidated losses in both periods, the Group presents a current tax charge for the six months ended June 30, 2018 due to profits in certain jurisdictions where carried forward tax losses are unavailable. A net tax credit has been recognized for the six months ended June 30, 2017 because of the recognition of a deferred tax asset which has been discussed below.

Current tax is recognized based on management’s best estimate of the weighted average annual tax rate expected for the full financial year in these taxable profit making jurisdictions. The estimated average annual tax rate for the year ended December 31, 2018 in these jurisdictions is 23% (estimated rate used for the six months ended June 30, 2017 was 23% being the average annual tax rate used for the year ended December 31, 2017).


	Six months ended June 30,
	2017			2018
Corporate tax
Current period		338			1,104
Adjustments in respect of prior periods		-			(390	)

Total current tax expense		338			714
Total deferred tax		(767	)		-

Income tax (credit)/ expense		(429	)		714

No amounts relating to tax have been recognized directly in other comprehensive income. A deferred tax asset has been recognized following the acquisition of Style.com.

The Group has accumulated unutilized trading tax losses carried forward as at December 31, 2017 of $232,000,000. A net deferred tax asset is only recognized where it can be shown that it is probable that future taxable profits will be available against which the Group can utilize the asset. Subject to specific legislation in each jurisdiction the Group operates regarding changes in ownership and the nature of trade, trading losses are available to be either carried forward indefinitely or for a significant time period. There has been no change in the assessment of the recognition of deferred tax in the period.

F-57

Notes to the unaudited interim condensed consolidated financial statements

10.

Loss per share

Basic loss per share is computed using the weighted-average number of outstanding ordinary shares during the period. Diluted loss per share is computed using the weighted-average number of outstanding ordinary shares and excludes all potential ordinary shares outstanding during the period, as their inclusion would be anti-dilutive. The Group’s potential ordinary shares consist of incremental shares issuable upon the assumed exercise of share options and warrants, and the incremental shares issuable upon the assumed vesting of unvested share awards. The calculation of loss per share is as follows:


	Six months ended June 30,
	2017			2018
*In $ thousands, except share and per share data*
Basic and diluted
Loss attributable to owners of the parent		(29,280	)		(68,402	)
Shares used in calculation
Weighted-average shares outstanding		39,254,535			48,316,103

Basic and diluted loss per share attributable to owners of the parent		(0.75	)		(1.42	)

Potential dilutive securities that are not included in the diluted per share calculations because they would be anti-dilutive are as follows:


	Six months ended June 30,
	2017		2018
Employee options		3,157,106		3,408,541
Warrants		660,542		660,542

11.

Trade and other receivables


	December 31, 2017		June 30, 2018
Current
Other receivables		5,294		33,448
Sales taxes		5,307		9,778
Prepayments and accrued income		7,394		36,284
Derivative financial asset		185		422

		18,180		79,932

Non-current
Other receivables		9,193		9,916

		9,193		9,916

F-58

Notes to the unaudited interim condensed consolidated financial statements

12.

Intangible assets


	Goodwill			Brand, trademarks and domain names			Customer relationships			Development costs			Total
Cost
At January 1, 2018		38,449			7,289			2,384			38,937			87,059
Additions		-			-			-			19,311			19,311
Foreign exchange movements		(966	)		(169	)		(55	)		(1,568	)		(2,758	)

At June 30, 2018		37,483			7,120			2,329			56,680			103,612

Accumulated amortisation
At January 1, 2018		-			(1,604	)		(565	)		(10,849	)		(13,018	)
Amortisation for period		-			(235	)		(521	)		(6,467	)		(7,223	)
Foreign exchange movements		-			47			36			454			537

At June 30, 2018		-			(1,792	)		(1,050	)		(16,862	)		(19,704	)

Net book value

At December 31, 2017		38,449			5,685			1,819			28,088			74,041

At June 30, 2018		37,483			5,328			1,279			39,818			83,908

Included within Development costs is $738,000 of assets that are under the course of construction (December 31, 2017, $666,000). Amortisation of this will commence once they have been brought into use.

Included within Development costs is capitalized software with cost of $3,416,000 and net book value of $2,499,000 (December 31, 2017, $2,824,000 and $2,100,000 respectively).

13.

Property, plant and equipment


	Leasehold improvements			Fixtures and fittings			Motor vehicles			Computer equipment			Totals
Cost
At January 1, 2018		23,453			5,516			142			6,563			35,674
Additions		7,384			1,973			-			1,902			11,259
Disposals		(75	)		-			(28	)		(36	)		(139	)
Foreign exchange movements		(830	)		(265	)		(3	)		(256	)		(1,354	)

At June 30, 2018		29,932			7,224			111			8,173			45,440

Accumulated depreciation
At January 1, 2018		(4,008	)		(1,862	)		(112	)		(2,996	)		(8,978	)
Depreciation for period		(1,657	)		(498	)		(7	)		(953	)		(3,115	)
Disposals		18			-			28			-			46
Foreign exchange movements		153			84			1			152			390

At June 30, 2018		(5,494	)		(2,276	)		(90	)		(3,797	)		(11,657	)

Net book value

At December 31, 2017		19,445			3,654			30			3,567			26,696

At June 30, 2018		24,438			4,948			21			4,376			33,783

F-59

Notes to the unaudited interim condensed consolidated financial statements

Included within Leasehold improvements is $2,126,000 (December 31, 2017, $6,312,000) of assets that are under the course of construction. Depreciation will commence once they have been brought into use.

14.

Share capital and share premium

Ordinary shares issued and fully paid as at June 30, 2018


Number of shares		Class	Par value £		Share capital $’000		Share premium $’000		Total $’000
	11,868,250	Ordinary shares		0.10		1,916		45,657		47,573
	4,318,811	Preferred “A” shares		0.10		668		5,240		5,908
	6,930,670	Preferred “B” shares		0.10		1,130		17,117		18,247
	3,880,694	Preferred “C” shares		0.10		606		19,112		19,718
	3,753,049	Preferred “D” shares		0.10		630		45,829		46,459
	3,016,926	Preferred “E” shares		0.10		468		77,212		77,680
	4,509,583	Preferred “F” shares		0.10		625		144,731		145,356
	10,314,253	Preferred “G” shares		0.10		1,331		427,279		428,610

	48,592,236					7,374		782,177		789,551

In the six months ended June, 30 2018, 2,102,917 shares were issued. All were fully paid and newly issued preference shares from the series G follow on funding round. The nominal value of all shares issued is £0.10 each. Transaction costs recognized directly in equity amount to $35,000.

Ordinary shares issued and fully paid as at December 31, 2017


Number of shares		Class	Par value £		Share capital $’000		Share premium $’000		Total $’000
	11,868,250	Ordinary shares		0.10		1,916		45,657		47,573
	4,318,811	Preferred “A” shares		0.10		668		5,240		5,908
	6,930,670	Preferred “B” shares		0.10		1,130		17,117		18,247
	3,880,694	Preferred “C” shares		0.10		606		19,112		19,718
	3,753,049	Preferred “D” shares		0.10		630		45,829		46,459
	3,016,926	Preferred “E” shares		0.10		468		77,212		77,680
	4,509,583	Preferred “F” shares		0.10		625		144,731		145,356
	8,211,336	Preferred “G” shares		0.10		1,043		324,988		326,031

	46,489,319					7,086		679,886		686,972

In the six months ended June 30, 2017, 7,206,249 shares were issued. All were fully paid. Of these shares 6,834,172 were newly issued Preference shares from the series G funding round and the remainder 372,077 were ordinary shares. The nominal value of all shares issued is £0.10 each. Transaction costs recognized directly in equity amounted to $414,000.

F-60

Notes to the unaudited interim condensed consolidated financial statements

15.

Reserves


	Foreign exchange reserve			Other reserves									Accumulated losses
	Foreign exchange reserve			Warrant reserve		Changes in ownership			Share based payments		Merger relief reserve		Accumulated losses
At January 1, 2017		(32,871	)		747		(8,666	)		27,776		-		(216,901	)
Loss for the period		-			-		-			-		-		(29,280	)
Movement in foreign exchange reserve		16,177			-		-			-		-		-
Share based payments – equity settled		-			-		-			6,231		-		-

At June 30, 2017		(16,694	)		747		(8,666	)		34,007		-		(246,181	)

At January 1, 2018		633			747		(8,666	)		44,233		2,161		(329,177	)
Loss for the period		-			-		-			-		-		(68,408	)
Movement in foreign exchange reserve		(9,134	)		-		-			-		-		-
Share based payments – equity settled		-			-		-			10,598		-		-

At June 30, 2018		(8,501	)		747		(8,666	)		54,831		2,161		(397,585	)

16.

Trade and other payables


	December 31, 2017		June 30, 2018
Trade payables		73,992		76,430
Other payables		713		1,166
Social security and other taxes		6,646		4,124
Income tax payable		666		1,169
Accruals and revenue received in advance		54,727		71,344
Derivative financial liabilities		-		1,766

		136,744		155,999

17.

Related party disclosures

Total compensation and benefits in kind (excluding share based payments) to key management personnel amounted to $710,000 (six months ended June 30, 2017: $527,000). In addition to this, there was share based compensation of $295,000 (six months ended June 30, 2017: $950,000).

Platforme International Limited is a related party of J M F Neves. Mr. Neves, the founder, Chief Executive Officer and a director of the Group, is also a director of, and holds a beneficial ownership interest in, Platforme International Limited. The Group made sales of $151,000 to Platforme International Limited in the six month period ended June 30, 2018 (six months ended June 30, 2017: $111,000). The Group had a $30,000 receivable at June 30, 2018 (December 31, 2017: $70,000 receivable).

F-61

Notes to the unaudited interim condensed consolidated financial statements

All Group transactions have been eliminated on consolidation.

18.

Financial risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as going concern whilst optimizing the debt and equity balance. The Group’s overall strategy remains unchanged with the financial year ended December 31, 2017. The capital structure of the Group consists of net cash and equity of the Group (comprising issued capital, reserves, and accumulated losses). The Group is not subject to any externally imposed capital requirements.

The interim condensed consolidated financial statements do not include all financial risk information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s annual financial statements for the year ended December 31, 2017.

There have been no changes in risk management since the previous financial year or any risk management policies.

19.

Financial instruments

Fair value measurement of financial instruments are presented through the use of a three-level fair value hierarchy that prioritizes the valuation techniques used in fair value calculations.

The Group maintains policies and procedures to value instruments using the most relevant data available. Consistent with the financial year ended December 31, 2017 the Group recognizes the following financial instruments at fair value:

•

derivative financial instruments, being forward foreign currency contracts, measured using a level 1 valuation method; and

•

contingent consideration, measured using a level 2 valuation method.

The value of level 1 assets and liabilities are not material to the Group and were $421,000 and $1,766,000 respectively at June 30, 2018 (December 31, 2017, $226,000 and $41,000 respectively).

In the six months ended June 30, 2018 all contingent consideration was settled through the issue of shares, see note 14. There was no gain or loss recorded when remeasuring contingent consideration to its fair value in the period as there was no change in the share price or number of shares expected to be issued. Historically the valuation of contingent consideration was based upon the share price of the Group, which is deemed to be observable (December 31, 2017, $19,146,000). As there is no quoted price the share price applied was from the most recent funding round, being Series G. Further detail can be found in note 14. In the six months ended June 30, 2017 an expense of $3,300,000 was recorded remeasuring the contingent consideration to its fair value.

There has been no significant changes in the measurement and valuation techniques, or transfers between levels of the fair value hierarchy used in measuring the fair value of financial instruments, or changes in the classification of financial assets and liabilities.

F-62

Notes to the unaudited interim condensed consolidated financial statements

The carrying amount of the Group’s financial assets and financial liabilities are the same as their fair value.

20.

Events after the reporting date

At the time the financial statements were authorized for issue, there have been no events after the reporting date.

F-63

LOGO

Class A Ordinary Shares

LOGO


Goldman Sachs & Co. LLC		J.P. Morgan		Allen & Company LLC		UBS Investment Bank



Credit Suisse	Deutsche Bank Securities	Wells Fargo Securities

Cowen		BNP PARIBAS

Through and including , 2018 (25 days after the commencement of this offering), all dealers that buy, sell or trade our Class A ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Part II

Information not Required in the Prospectus

Item 6.

Indemnification of Directors and Officers

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association (our “Articles”), which will become effective upon the consummation of this offering, provide that our board of directors and officers shall be indemnified from and against all liability which they incur in execution of their duty in their respective offices, except liability incurred by reason of such directors’ or officers’ dishonesty, willful default or fraud.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.

Our Articles will provide:

“Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the provisions of these Articles), Secretary, assistant Secretary, or other Officer (but not including the Company’s auditors) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, willful default or fraud as determined by a court of competent jurisdiction, in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.

No Indemnified Person shall be liable:

(a)

for the acts, receipts, neglects, defaults or omissions of any other Director or Officer or agent of the Company; or

(b)

for any loss on account of defect of title to any property of the Company; or

(c)

on account of the insufficiency of any security in or upon which any money of the Company shall be invested; or

(d)

for any loss incurred through any bank, broker or other similar Person; or

(e)

for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Indemnified Person’s part; or

(f)

for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretions of such Indemnified Person’s office or in relation thereto;

unless the same shall happen through such Indemnified Person’s own dishonesty, willful default or fraud as determined by a court of competent jurisdiction.”

II-1

Item 7.

Recent Sales of Unregistered Securities

On , 2018, in connection with the Reorganization Transactions described in the accompanying prospectus and our initial public offering, Farfetch Limited issued . The issuances of Class A ordinary shares described above were made in reliance on the exemption contained in Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder, on the basis that the transaction did not involve a public offering. No underwriters were involved in the transaction.

Item 8. Exhibits

(a) The following documents are filed as part of this registration statement:



1.1*		Form of Underwriting Agreement.

3.1		Amended and Restated Memorandum and Articles of Association of the Registrant.

4.1		Registration Rights Agreement, dated as of July 21, 2017 by and among Farfetch.com Limited and certain shareholders of Farfetch.com Limited.

4.2		Deed of Amendment related to the Commitment Agreement, dated as of August 8, 2018 by and among Kadi Group Holding Limited, José Neves and TGF Participations Limited.

4.3		Form of Class A Ordinary Share Certificate.

5.1*		Opinion of Walkers, counsel of the Registrant, as to the validity of the Class A ordinary shares.

10.1		Form of Board Member Indemnification Agreement.

10.2		Amended and Restated Rules of the Farfetch.com Limited Enterprise Management Incentive Scheme, adopted July 17, 2013.

10.3		Rules of the Farfetch.com Limited Share Option Scheme, adopted July 18, 2013.

10.4		Farfetch.com Limited 2015 Long-Term Incentive Plan, adopted February 13, 2015.

10.5		Asset Purchase Agreement, dated as of June 12, 2017, among Farfetch.com Limited, Farfetch UK Limited, Advance Magazine Publishers Inc. and CN Commerce Ltd.

10.6		Collaboration Agreement, dated as of June 13, 2017, between Farfetch.com Limited, Farfetch UK Limited and Advance Magazine Publishers Inc.

10.7		Side Letter to the Asset Purchase Agreement, dated as of July 7, 2017, between Farfetch.com Limited, Farfetch UK Limited, Advance Magazine Publishers Inc. and CN Commerce Ltd.

10.8		Share Purchase Agreement, dated as of October 31, 2017, between Farfetch UK Limited, ASAP54.com Limited and Daniela Cecilio.

10.9		Consultancy Agreement, dated as of December 21, 2017, between Farfetch Limited UK, DCN Consultancy Services Limited and Daniela Cecilio.

10.10		Payment Processing Agreement, dated as of April 18, 2018, between Chinabank Payment Technology Co. Ltd. and Farfetch UK Limited.

10.11		Amended and Restated Forward Purchase Agreement, dated as of August 8, 2018, between Farfetch.com Limited and Kadi Group Holding Limited.

10.12		Consultancy Agreement, dated August 15, 2018, between Farfetch UK Limited and Natalie Massenet.

10.13		Form of Farfetch Limited 2018 Incentive Plan, to be adopted prior to the consummation of this offering.

21.1		List of subsidiaries.

23.1		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

23.2*		Consent of Walkers (included in Exhibit 5.1).

24.1		Powers of attorney (included on signature page to the registration statement).


*		To be filed by amendment

(b)

Financial Statement Schedules

None.

II-2

Item 9.

Undertakings

The undersigned hereby undertakes:

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referenced in Item 6 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England on August 20, 2018.


Farfetch Limited

By:		/s/ José Neves
Name:		José Neves
Title:		Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints José Neves and Elliot Jordan and each of them, individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned, this registration statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on August 20, 2018 in the capacities indicated:


Name		Title

/s/ José Neves		Chief Executive Officer and Board Member (principal executive officer)
José Neves

/s/ Elliot Jordan		Chief Financial Officer (principal financial officer and principal accounting officer)
Elliot Jordan

/s/ Frederic Court		Member of the Board
Frederic Court

/s/ Dana Evan		Member of the Board
Dana Evan

/s/ Jonathan Kamaluddin		Member of the Board
Jonathan Kamaluddin

/s/ Richard Liu		Member of the Board
Richard Liu

/s/ Natalie Massenet		Member of the Board
Natalie Massenet

/s/ Jonathan Newhouse		Member of the Board
Jonathan Newhouse

/s/ Daniel Rimer		Member of the Board
Daniel Rimer

/s/ Michael Risman		Member of the Board
Michael Risman

/s/ David Rosenblatt		Member of the Board
David Rosenblatt

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Farfetch Limited has signed this registration statement on August 20, 2018.


By:		/s/ Dana Evan
Name:		Dana Evan
Title:		Director

EX-3.1 2 d532260dex31.htm EX-3.1 EX-3.1

Exhibit 3.1

THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

FARFETCH LIMITED

(ADOPTED BY SPECIAL RESOLUTION DATED 2018)

LOGO

REF: CM/SP/M6113-151627

THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

FARFETCH LIMITED

(ADOPTED BY SPECIAL RESOLUTION DATED 2018)

1.	The name of the company is Farfetch Limited (the “Company”).

2.	The registered office of the Company will be situated at the offices of Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands or at such other location as the Directors may from time to time determine.

3.	The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Law (as amended) of the Cayman Islands (the “Companies Law”).

4.	The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27(2) of the Companies Law.

The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

6.	The liability of the shareholders of the Company is limited to the amount, if any, unpaid on the shares respectively held by them.

The capital of the Company is US$[ ] divided into [ ] shares with a nominal or par value of US$[ ] each provided always that subject to the Companies Law and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

8.	The Company may exercise the power contained in Section 206 of the Companies Law to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.

THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

FARFETCH LIMITED

(ADOPTED BY SPECIAL RESOLUTION DATED 2018)

LOGO

REF: CM/SP/M6113-151627

TABLE OF CONTENTS


CLAUSE	PAGE

TABLE A		1

INTERPRETATION		1

PRELIMINARY		6

SHARES		7

SPECIFIC RIGHTS ATTACHING TO SHARES		7

MODIFICATION OF RIGHTS		12

CERTIFICATES		12

FRACTIONAL SHARES		12

LIEN		13

CALLS ON SHARES		13

FORFEITURE OF SHARES		14

TRANSFER OF SHARES		15

TRANSMISSION OF SHARES		16

ALTERATION OF SHARE CAPITAL		16

REDEMPTION, PURCHASE AND SURRENDER OF SHARES		17

TREASURY SHARES		18

GENERAL MEETINGS		18

NOTICE OF GENERAL MEETINGS		19

PROCEEDINGS AT GENERAL MEETINGS		19

VOTES OF SHAREHOLDERS		21



CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS			22

CLEARING HOUSES			23

DIRECTORS			23

ALTERNATE DIRECTOR; OBSERVER			25

POWERS AND DUTIES OF DIRECTORS			25

BORROWING POWERS OF DIRECTORS			27

THE SEAL			27

DISQUALIFICATION OF DIRECTORS			27

PROCEEDINGS OF DIRECTORS			28

DIVIDENDS			31

ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION			32

CAPITALISATION OF RESERVES			32

SHARE PREMIUM ACCOUNT			33

NOTICES			33

INDEMNITY			35

NON-RECOGNITION OF TRUSTS			35

WINDING UP			36

AMENDMENT OF ARTICLES OF ASSOCIATION			36

CLOSING OF REGISTER OR FIXING RECORD DATE			37

REGISTRATION BY WAY OF CONTINUATION			37

MERGERS AND CONSOLIDATION			37

ASSET SALE			38

BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS			38

DISCLOSURE			42

COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

FARFETCH LIMITED

(ADOPTED BY SPECIAL RESOLUTION DATED 2018)

TABLE A

The Regulations contained or incorporated in Table ‘A’ in the First Schedule of the Companies Law shall not apply to Farfetch Limited (the “Company”) and the following Articles shall comprise the Articles of Association of the Company.

INTERPRETATION

1.	In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context:

“Articles” means these articles of association of the Company, as amended or substituted from time to time.

“Branch Register” means any branch Register of such category or categories of Members as the Company may from time to time determine.

“Class” or “Classes” means any class or classes of Shares as may from time to time be issued by the Company.

“Class A Shares” means Class A Shares of US$[ ] par value each in the capital of the Company designated as such and having the rights and being subject to the limitations set out in these Articles.

“Class B Shares” means Class B Shares of US$[ ] par value each in the capital of the Company designated as such and having the rights and being subject to the limitations set out in these Articles.

“Commission” means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act.

“Companies Law” means the Companies Law (as amended) of the Cayman Islands.

“Conversion Date” means the date on which the last issued and outstanding Class B Shares in the capital of the Company are converted into Class A Shares.

“Conversion Notice” has the meaning given in Article 16.

“Conversion Rate” means the ratio at which Class A Shares shall be issuable upon conversion of the Class B Shares. The Conversion Rate shall initially be 1:1, and shall be subject to adjustment as provided in Article 15 below.

“Conversion Shares” has the meaning given in Article 16.

“Deferred Share Conversion Date” has the meaning given in Article 16.

“Deferred Shares” means Deferred Shares of US$[ ] par value each in the capital of the Company designated as such and having the rights and being subject to the limitations set out in these Articles.

“Designated Stock Exchange” means any national securities exchange or automated quotation system on which the Company’s securities are then traded, including but not limited to the New York Stock Exchange and Nasdaq Stock Market.

“Directors” means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof.

“Founder” means José Neves.

“Memorandum of Association” means the memorandum of association of the Company, as amended or substituted from time to time.

“Office” means the registered office of the Company as required by the Companies Law.

“Officers” means the officers for the time being and from time to time of the Company.

“Ordinary Resolution” means a resolution:

(a)

passed by a simple majority of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled; or

(b)

approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed.

“paid up” means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up.

“Permitted Transferee” means:

(a)

the Founder;

(b)

any of the following with respect to one or more Permitted Transferees:

(i)

a trust for the benefit of the Founder; or

(ii)

an Individual Retirement Account, as defined in Section 408(a) of the United States Internal Revenue Code of 1986, as amended, or a pension, profit sharing, stock bonus or other type of plan or trust of which one or more such Permitted Transferees is a participant or beneficiary and which satisfies the requirements for qualification under Section 401 of the United States Internal Revenue Code of 1986, as amended; or any comparable structure established under the laws of any relevant jurisdiction; provided that in each case one or more Permitted Transferees have sole dispositive power and exclusive Voting Control with respect to the Class B Shares held in such account, plan or trust; or

(iii)

a corporation, partnership, limited partnership, limited liability company or other entity in which one or more such Permitted Transferees directly, or indirectly through one or more Permitted Transferees, owns shares, partnership interests, limited partnership interests, limited liability company interests or other interests, respectively, with sufficient Voting Control in such entity, or otherwise have legally enforceable rights, such that one or more Permitted Transferees retain dispositive power and Voting Control with respect to the Class B Shares held by such entity.

“Person” means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires, other than in respect of a Director or Officer in which circumstances Person shall mean any person or entity permitted to act as such in accordance with the laws of the Cayman Islands.

“Principal Register” where the Company has established one or more Branch Registers pursuant to the Companies Law and these Articles, means the Register maintained by the Company pursuant to the Companies Law and these Articles that is not designated by the Directors as a Branch Register.

“Recused Director” means any Director determined to be a Recused Director in accordance with Article 121.

“Register” means the register of Members of the Company required to be kept pursuant to the Companies Law and includes any Branch Register(s) established by the Company in accordance with the Companies Law.

“Relevant Securities” means any Shares in the capital of the Company, any instrument issued by the Company that is convertible into any Shares in the capital of the Company and/or any debt security of the Company, being any debt instrument of the Company that is negotiable or capable of being traded.

“Seal” means the common seal of the Company (if adopted) including any facsimile thereof.

“Secretary” means any Person appointed by the Directors to perform any of the duties of the secretary of the Company.

“Securities Act” means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“Share” means a share in the capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of a Share.

“Shareholder” or “Member” means a Person who is registered as the holder of Shares in the Register and includes each subscriber to the Memorandum of Association pending entry in the Register of such subscriber.

“Share Premium Account” means the share premium account established in accordance with these Articles and the Companies Law.

“signed” means bearing a signature or representation of a signature affixed by mechanical means.

“Special Resolution” means a special resolution of the Company passed in accordance with the Companies Law, being a resolution:

(a)

passed by a majority of not less than two-thirds of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled; or

(b)

approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed.

“Transfer” with respect to a Class B Share means any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such Class B Share, whether or not for value and whether voluntary or involuntary or by operation of law, including, without limitation:

(a)

a transfer of a Class B Share to a broker or other nominee (regardless of whether or not there is a corresponding change in beneficial ownership); or

(b)

the transfer of, or entering into a binding agreement with respect to, Voting Control over a Class B Share by proxy or otherwise, other than with respect to a Permitted Transferee.

Notwithstanding the forgoing, a “Transfer” shall not include:

(i)

the grant of a proxy to officers or directors of the Company at the request of the Board of Directors in connection with actions to be taken at a general or special meeting;

(ii)

the grant of a pledge or other security interest in respect of Class B Shares by a holder of Class B Shares that creates a mere security interest or equitable mortgage in such shares pursuant to a bona fide loan or indebtedness transaction so long as the holder of such Class B Shares continues to exercise Voting Control over such pledged shares; or

(iii)

the fact that, at any time, the spouse of any holder of Class B Shares possesses or obtains an interest in such holder’s Class B Shares arising solely by reason of the application of the community property laws of any jurisdiction.

“Treasury Shares” means Shares that were previously issued but were purchased, redeemed, surrendered or otherwise acquired by the Company and not cancelled.

“Voting Control” means the exclusive power (whether directly or indirectly) to vote or direct the voting of such Class B Share or other relevant security by proxy, voting agreement or otherwise.

2.	In these Articles, save where the context requires otherwise:

(a)

words importing the singular number shall include the plural number and vice versa;

(b)

words importing the masculine gender only shall include the feminine gender and any Person as the context may require;

(c)

the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;

(d)

reference to a dollar or dollars or USD (or $) and to a cent or cents is reference to dollars and cents of the United States of America;

(e)

reference to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force;

(f)

reference to any determination by the Directors shall be construed as a determination by the Directors in their sole and absolute discretion and shall be applicable either generally or in any particular case;

(g)

reference to “in writing” shall be construed as written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing or partly one and partly another; and

(h)

references to the exercise by a Shareholder of “voting power” or words to that effect, shall be construed as a reference to the percentage of the votes permitted to be cast by such Shareholder at the relevant meeting of Shareholders as a percentage of the aggregate number of votes permitted to be cast by Shareholders entitled to attend and vote at such meeting.

3.	Subject to the preceding Articles, any words defined in the Companies Law shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

PRELIMINARY

4.	The business of the Company may be commenced at any time after incorporation.

5.	The Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.

The expenses incurred in the formation of the Company and in connection with the offer for subscription and issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine.

The Directors shall keep, or cause to be kept, the Register at such place or (subject to compliance with the Companies Law and these Articles) places as the Directors may from time to time determine. In the absence of any such determination, the Register shall be kept at the Office. The Directors may keep, or cause to be kept, one or more Branch Registers as well as the Principal Register in accordance with the Companies Law, provided always that a duplicate of such Branch Register(s) shall be maintained with the Principal Register in accordance with the Companies Law and the rules or requirements of any Designated Stock Exchange.

SHARES

8.	Subject to these Articles and, where applicable, the rules of the Designated Stock Exchange, all Shares for the time being unissued shall be under the control of the Directors who may:

(a)

issue, allot and dispose of the same to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine; and

(b)

grant options with respect to such Shares and issue warrants or similar instruments with respect thereto;

and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued.

The Directors, or the Shareholders by Ordinary Resolution, may authorise the division of Shares into any number of Classes and sub-classes and the different Classes and sub-classes shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) may be fixed and determined by the Directors or the Shareholders by Ordinary Resolution.

10.

The Company may insofar as may be permitted by law, pay a commission to any Person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may also pay such brokerage as may be lawful on any issue of Shares.

11.	The Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or for no reason.

SPECIFIC RIGHTS ATTACHING TO SHARES

12.	Participation

(a)

The Class A Shares shall confer upon the Shareholders rights in a winding-up or repayment of capital and the right to participate in the profits or assets of the Company, in each case on a basis pari passu with the Class B Shares, in accordance with these Articles.

(b)

The Class B Shares shall confer upon the Shareholders rights in a winding-up or repayment of capital and the right to participate in the profits or assets of the Company, in each case on a basis pari passu with the Class A Shares, in accordance with these Articles.

(c)

The Deferred Shares shall confer upon the Shareholders rights in a winding-up or repayment of capital in accordance with these Articles but shall otherwise confer no right to participate in the profits or assets of the Company.

13.	Voting Rights

(a)

The Class A Shares shall confer upon such Shareholders the right to receive notice of and to attend and to vote at any general meeting of the Company, and at any such meeting, the holders of Class A Shares shall have one (1) vote per Class A Share.

(b)

The Class B Shares shall confer upon such Shareholders the right to receive notice of and to attend and to vote at any general meeting of the Company, and at any such meeting, the holders of Class B Shares shall have twenty (20) votes per Class B Share.

(c)

The Deferred Shares shall confer upon such Shareholders no right to receive notice of nor to attend or to vote at any general meeting of the Company.

14.	Conversion of Class B Shares

The Class B Shares shall be subject to the following provisions with regard to conversion:

(a)

Right to Convert Class B Shares

Unless converted earlier pursuant to Article 15(b) below, each Class B Share shall be convertible, at the option of the holder thereof, at any time into such number of fully paid and non-assessable Class A Shares at the then-applicable Conversion Rate (defined below).

(b)

Automatic Conversion

A Class B Share shall automatically be converted into Class A Shares at the then applicable Conversion Rate upon the date upon which:

(i)

the Founder dies;

(ii)

in respect of any Class B Share, upon the Transfer of such Class B Share to a Person who is not a Permitted Transferee; or

(iii)

in respect of all issued and outstanding Class B Shares, upon the aggregate number of such issued and outstanding Class B Shares ceasing to represent in the aggregate at least sixty five per cent. (65%) of the Class B Shares initially issued to the Founder and/or any other Permitted Transferee.

(c)

Mechanics of Conversion

(i)

In the event that a holder of Class B Shares shall effect an optional conversion pursuant to Article 14(a) such conversion shall be deemed to have been made immediately prior to the close of business on the date upon which such election is expressed to be effective, and the Person or Persons entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares on such date.

(ii)

In the event of an automatic conversion pursuant to Article 15(b):

(A)

all holders of Class B Shares will be given so much prior notice as shall be practicable of the occurrence of an event causing the automatic conversion of all such Class B Shares pursuant to this Article 15;

(B)

such conversion shall be deemed to have been made immediately prior to the close of business on the date upon which such conversion is effective, and the Person or Persons entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares on such date.

(iii)

On the date fixed for conversion:

(A)

the Register shall be updated to show that the converted Class B Shares have been redeemed or repurchased, and Class A Shares issued and allotted;

(B)

all rights with respect to the Class B Shares so converted will terminate, with the exception of the rights of the holders thereof to receive Class A Shares; and

(C)

any certificates issued in respect of any Class B Shares so converted shall be cancelled and of no further effect.

(iv)

The Directors may effect such conversion in any manner available under applicable law, including redeeming or repurchasing the relevant Class B Shares and applying the proceeds thereof towards payment for the new Class A Shares. For purposes of the redemption or repurchase, the Directors may, subject to the Company being able to pay its debts in the ordinary course of business, make payments out of amounts standing to the credit of the Company’s share premium account or out of its capital.

(d)

Reservation of Shares Issuable Upon Conversion

The Company shall at all times keep available out of its authorized but unissued Class A Shares solely for the purpose of effecting the conversion of the Class B Shares such number of its Class A Shares as shall from time to time be sufficient to effect the conversion of all outstanding Class B Shares, and if at any time the number of authorized but unissued Class A Shares shall not be sufficient to effect the conversion of all then outstanding Class B Shares, in addition to such other remedies as shall be available to the holder of such Class B Shares, the Company and its Shareholders will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Class A Shares to such number of shares as shall be sufficient for such purposes.

15.	Adjustments to Conversion Rate

The Conversion Rate shall be subject to adjustment for any:

(a)

subdivision or concentration of the number of Class A Shares (whether by share dividend, consolidation and subdivision of shares or otherwise) into a greater or lesser number of Class A Shares; or

(b)

any other capital reorganization, re-designation, conversion, reclassification or otherwise affecting the number or composition of the Class A Shares,

in each case where the Class B Shares (as applicable) have not been proportionately affected thereby.

16.	Conversion of Class A Shares

The Class A Shares shall be subject to the following provisions with regard to conversion:

(a)

Automatic Conversion

If any call option between the Company and a holder of Class A Shares becomes exercisable or if any Class A Share is an ‘Unreleased Share’ in accordance with the original terms of its issuance, the Board of Directors may serve a notice (the “Conversion Notice”) on the relevant holder of Class A Shares specifying how many of the Class A Shares in respect of which the said option is exercisable (the “Conversion Shares”) are to convert to Deferred Shares. If a Conversion Notice is served each such Conversion Share shall automatically and immediately convert into and be redesignated as a Deferred Share on such date as the Board of Directors may specify in the Conversion Notice (the “Deferred Share Conversion Date”).

(b)

Mechanics of Conversion

(i)

In the event of an automatic conversion pursuant to Article 16(a), such conversion shall be deemed to have been made immediately prior to the close of business on the date upon which such conversion is effective, and the Person or Persons entitled to receive the Deferred Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Deferred Shares on such date.

(ii)

On the date fixed for conversion:

(A)

the Register shall be updated to show that the converted Conversion Shares have been redeemed or repurchased, and Deferred Shares issued and allotted;

(B)

all rights with respect to the Conversion Shares so converted will terminate, with the exception of the rights of the holders thereof to receive Deferred Shares; and

(C)

any certificates issued in respect of any Conversion Shares so converted shall be cancelled and of no further effect.

(iii)

The Directors may effect such conversion in any manner available under applicable law, including redeeming or repurchasing the relevant Conversion Shares and applying the proceeds thereof towards payment for the new Deferred Shares. For purposes of the redemption or repurchase, the Directors may, subject to the Company being able to pay its debts in the ordinary course of business, make payments out of amounts standing to the credit of the Company’s share premium account or out of its capital.

(c)

Further Assurance

Each relevant holder of Class A Shares shall take any actions or execute any documents which the Board of Directors may reasonably request in relation to the conversion of any Conversion Shares pursuant to these Articles. If any holder of Class A Shares fails to comply with any such request, the Company shall be constituted the agent of that Shareholder for taking such actions as the Board of Directors may deem necessary or desirable to effect the conversion of the relevant Conversion Shares and the Board of Directors may authorise any Director or Officer of the Company to execute and deliver on behalf of that Shareholder any documents necessary or desirable to effect the conversion.

17.	Surrender of Deferred Shares

Subject to applicable law, the Company may at any time at its option require all or some of the Deferred Shares registered in the name of any holder of such Deferred Shares to be surrendered without consideration and without first having obtained the consent of the holder(s) of the relevant Deferred Shares (or any of them).

MODIFICATION OF RIGHTS

18.

Whenever the capital of the Company is divided into different Classes (and as otherwise determined by the Directors) the rights attached to any such Class may, subject to any rights or restrictions for the time being attached to any Class only be materially adversely varied or abrogated with the consent in writing of the holders of not less than two-thirds of the issued Shares of the relevant Class, or with the sanction of a resolution passed at a separate meeting of the holders of the Shares of such Class by a majority of two-thirds of the votes cast at such a meeting. To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one or more Persons at least holding or representing by proxy one-third in nominal or par value amount of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those Shareholders who are present shall form a quorum) and that, subject to any rights or restrictions for the time being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one vote for each Share of the Class held by him. For the purposes of this Article the Directors may treat all the Classes or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate Classes. The Directors may vary the rights attaching to any Class without the consent or approval of Shareholders provided that the rights will not, in the determination of the Directors, be materially adversely varied or abrogated by such action.

19.

The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the Shares of that Class, be deemed to be materially adversely varied or abrogated by, inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them or the redemption or purchase of any Shares of any Class by the Company.

CERTIFICATES

20.	No Person shall be entitled to a certificate for any or all of his Shares, unless the Directors shall determine otherwise.

21.	Every share certificate of the Company shall bear any legends required under applicable laws, including the Securities Act.

FRACTIONAL SHARES

22.

The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated.

LIEN

23.

The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts (whether presently payable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and paramount lien on every Share (whether or not fully paid) registered in the name of a Person indebted or under liability to the Company (whether he is the sole registered holder of a Share or one of two or more joint holders) for all amounts owing by him or his estate to the Company (whether or not presently payable). The Directors may at any time declare a Share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a Share extends to any amount payable in respect of it.

24.

The Company may sell, in such manner as the Directors may determine, any Share on which the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration of fourteen days after a notice in writing, demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of his death or bankruptcy.

25.

For giving effect to any such sale the Directors may authorise some Person to transfer the Shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

26.

The proceeds of the sale after deduction of expenses, fees and commission incurred by the Company shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the Person entitled to the Shares immediately prior to the sale.

CALLS ON SHARES

27.

The Directors may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving at least fourteen days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on such Shares.

28.	The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.

29.

If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the Person from whom the sum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.

30.

The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.

31.	The Directors may make arrangements on the issue of partly paid Shares for a difference between the Shareholders, or the particular Shares, in the amount of calls to be paid and in the times of payment.

32.

The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the moneys uncalled and unpaid upon any partly paid Shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder paying the sum in advance and the Directors.

FORFEITURE OF SHARES

33.

If a Shareholder fails to pay any call or instalment of a call in respect of any Shares on the day appointed for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

34.

The notice shall name a further day (not earlier than the expiration of fourteen days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the Shares in respect of which the call was made will be liable to be forfeited.

35.	If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect.

36.	A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.

37.

A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment in full of the amount unpaid on the Shares forfeited.

38.	A statutory declaration in writing that the declarant is a Director, and that a Share has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts in the declaration as against all Persons claiming to be entitled to the Share.

39.

The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof pursuant to the provisions of these Articles as to forfeiture and may execute a transfer of the Share in favour of the Person to whom the Share is sold or disposed of and that Person shall be registered as the holder of the Share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the disposition or sale.

40.

The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

TRANSFER OF SHARES

41.

Subject to these Articles and the rules or regulations of the Designated Stock Exchange or any relevant securities laws, any Member may transfer all or any Shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Directors and may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve from time to time.

42.

The instrument of transfer of any Share shall be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares.

43.

Subject to the rules of any Designated Stock Exchange on which the Shares in question may be listed and to any rights and restrictions for the time being attached to any Share, the Directors may in their absolute discretion decline to register any transfer of Shares without assigning any reason therefor. If the Directors refuse to register a transfer of any Share the Secretary shall, within two months after the date on which the transfer request was lodged with the Company, send to the transferor and transferee notice of the refusal.

44.

Subject to the provisions of these Articles and rules of any Designated Stock Exchange on which the shares in question may be listed and to any rights and restrictions for the time being attached to any Share, the registration of transfers may be suspended and the Register closed at such times and for such periods as the Directors may from time to time determine.

45.	All instruments of transfer that are registered shall be retained by the Company, but any instrument of transfer that the Directors decline to register shall (except in any case of fraud) be returned to the Person depositing the same.

46.	The remaining provisions of these Articles notwithstanding, the Deferred Shares are not transferable.

TRANSMISSION OF SHARES

47.

The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised by the Company as having any title to the Share. In the case of a Share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased holder of the Share, shall be the only Person recognised by the Company as having any title to the Share.

48.

Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Person could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy.

49.

A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company.

ALTERATION OF SHARE CAPITAL

50.	The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into Shares of such Classes and amount, as the resolution shall prescribe.

51.	The Company may by Ordinary Resolution:

(a)

consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;

(b)

convert all or any of its paid up Shares into stock and reconvert that stock into paid up Shares of any denomination;

(c)

subdivide its existing Shares, or any of them into Shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and

(d)

cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.

52.	The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorised by law.

REDEMPTION, PURCHASE AND SURRENDER OF SHARES

53.	Subject to the Companies Law, the Company may:

(a)

issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Shareholder on such terms and in such manner as the Directors may determine;

(b)

purchase its own Shares (including any redeemable Shares) on such terms and in such manner as the Directors may determine and agree with the Shareholder;

(c)

make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Companies Law, including out of its capital; and

(d)

accept the surrender for no consideration of any paid up Share (including any redeemable Share) on such terms and in such manner as the Directors may determine.

54.	Any Share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption.

55.	The redemption, purchase or surrender of any Share shall not be deemed to give rise to the redemption, purchase or surrender of any other Share.

56.

The Directors may when making payments in respect of redemption or purchase of Shares, if authorised by the terms of issue of the Shares being redeemed or purchased or with the agreement of the holder of such Shares, make such payment either in cash or in specie including, without limitation, interests in a special purpose vehicle holding assets of the Company or holding entitlement to the proceeds of assets held by the Company or in a liquidating structure.

TREASURY SHARES

57.

Shares that the Company purchases, redeems or acquires (by way of surrender or otherwise) may, at the option of the Company, be cancelled immediately or held as Treasury Shares in accordance with the Companies Law. In the event that the Directors do not specify that the relevant Shares are to be held as Treasury Shares, such Shares shall be cancelled.

58.	No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to members on a winding up) may be declared or paid in respect of a Treasury Share.

59.	The Company shall be entered in the Register as the holder of the Treasury Shares provided that:

(a)

the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;

(b)

a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Companies Law, save that an allotment of Shares as fully paid bonus shares in respect of a Treasury Share is permitted and Shares allotted as fully paid bonus shares in respect of a treasury share shall be treated as Treasury Shares.

60.	Treasury Shares may be disposed of by the Company on such terms and conditions as determined by the Directors.

GENERAL MEETINGS

61.	The Directors may, whenever they think fit, convene a general meeting of the Company.

62.	For so long as the Company’s Shares are traded on a Designated Stock Exchange, the Company shall in each year hold a general meeting as its annual general meeting at such time and place as may be determined by the Directors.

63.

The Directors may cancel or postpone any duly convened general meeting at any time prior to such meeting, except for general meetings requisitioned by the Shareholders in accordance with these Articles, for any reason or for no reason at any time prior to the time for holding such meeting or, if the meeting is adjourned, the time for holding such adjourned meeting. The Directors shall give Shareholders notice in writing of any cancellation or postponement. A postponement may be for a stated period of any length or indefinitely as the Directors may determine.

64.

At any time following the Conversion date, general meetings shall also be convened on the requisition in writing of any Shareholder or Shareholders entitled to attend and vote at general meetings of the Company and to exercise at least a majority of the votes permitted to be exercised at any such meeting deposited at the Office specifying the objects of the meeting by notice given no later than 21 days from the date of deposit of the requisition signed by the requisitionists. If the Directors do not convene such general meeting for a date not later than 45 days after the date of such deposit, the requisitionists themselves may convene the general meeting in the same manner, as nearly as possible, as that in which general meetings may be convened by the Directors, and all reasonable expenses incurred by the requisitionists as a result of the failure of the Directors to convene the general meeting shall be reimbursed to them by the Company.

65.

If at any time there are no Directors, any two Shareholders (or if there is only one Shareholder then that Shareholder) entitled to vote at general meetings of the Company may convene a general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors.

NOTICE OF GENERAL MEETINGS

66.

At least twenty one (21) clear days’ notice of a general meeting in writing counting from the date service is deemed to take place as provided in these Articles specifying the place, the day and the hour of the meeting and the general nature of the business, shall be given in the manner hereinafter provided or in such other manner (if any) as may be prescribed by the Company by Ordinary Resolution to such Persons as are, under these Articles, entitled to receive such notices from the Company, but with the consent of all the Shareholders entitled to receive notice of some particular meeting and attend and vote thereat, that meeting may be convened by such shorter notice or without notice and in such manner as those Shareholders may think fit.

67.	The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Shareholder shall not invalidate the proceedings at any meeting.

PROCEEDINGS AT GENERAL MEETINGS

68.

All business carried out at a general meeting shall be deemed special with the exception of sanctioning a dividend, the consideration of the accounts, balance sheets, any report of the Directors or of the Company’s auditors, and the fixing of the remuneration of the Company’s auditors. No special business shall be transacted at any general meeting without the consent of all Shareholders entitled to receive notice of that meeting unless notice of such special business has been given in the notice convening that meeting. In addition, no business may be transacted at any general meeting, other than business that is either specified in the notice of the meeting given by or at the direction of the Directors (or any duly authorised committee thereof) (including on the requisition of Shareholders in accordance with these Articles) or otherwise properly brought before an annual general meeting by or at the direction of the Directors (or any duly authorised committee thereof).

69.	No business shall be transacted at any general meeting unless a quorum of Shareholders is present at the time when the meeting proceeds to business. Save as otherwise provided by these Articles:

(a)

at any time prior to the Conversion Date, one or more Shareholders, at least one of whom shall be a holder of Class B Shares, able to exercise at least one third (1/3^rd) of the aggregate voting power permitted to be exercised at general meetings of the Company;

(b)

at any time following the Conversion Date, one or more Shareholders able to exercise at least one third (1/3^rd) of the aggregate voting power permitted to be exercised at general meetings of the Company,

in each case present in person or by proxy and entitled to vote at that meeting shall form a quorum.

70.	At any time following the Conversion Date:

(a)

if within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved; and

(b)

in any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Shareholder or Shareholders present and entitled to vote shall form a quorum.

71.

If the Directors wish to make this facility available for a specific general meeting or all general meetings of the Company, participation in any general meeting of the Company may be by means of a telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.

72.	A chairman, if any, of the board of Directors from time to time shall preside as chairman at every general meeting of the Company.

73.

If there is no such chairman, or if at any general meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, any Director or Person nominated by the Directors shall preside as chairman, failing which the Shareholders present in person or by proxy shall choose any Person present to be chairman of that meeting.

74.	The chairman of the general meeting may adjourn a meeting from time to time and from place to place either:

(a) with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting); or

(b)

without the consent of such meeting if, in his sole opinion, he considers it necessary to do so to:

(i)

secure the orderly conduct or proceedings of the meeting; or

(ii)

give all persons present in person or by proxy and having the right to speak and / or vote at such meeting, the ability to do so,

but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting, or adjourned meeting, is adjourned for fourteen days or more, notice of the adjourned meeting shall be given in the manner provided for the original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

75.

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman or one or more Shareholders present in person or by proxy entitled to vote, and unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

76.	Following the Conversion Date, at any annual general meeting where a resolution for the election of directors is proposed in accordance with these Articles, a plurality of the votes cast shall be sufficient to elect a Director.

77.	If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

78.	In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall not be entitled to a second or casting vote.

79.	A poll demanded at a meeting shall be taken forthwith.

VOTES OF SHAREHOLDERS

80.

In each case subject to any rights and restrictions for the time being attached to any Share including for the avoidance of doubt the voting rights applicable to the Class B Shares, on a show of hands every Shareholder present in person and every Person representing a Shareholder by proxy shall, at a general meeting of the Company, each have one vote and on a poll every Shareholder and every Person representing a Shareholder by proxy shall have one vote for each Share of which he or the Person represented by proxy is the holder.

81.	In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register.

82.

A Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote in respect of Shares carrying the right to vote held by him, whether on a show of hands or on a poll, by his committee, or other Person in the nature of a committee appointed by that court, and any such committee or other Person, may vote in respect of such Shares by proxy.

83.	No Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any, or other sums presently payable by him in respect of Shares carrying the right to vote held by him have been paid.

84.	On a poll votes may be given either personally or by proxy.

85.	The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an Officer or attorney duly authorised. A proxy need not be a Shareholder.

86.	An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve.

87.	The instrument appointing a proxy shall be deposited at the Office or at such other place as is specified for that purpose in the notice convening the meeting no later than the time for holding the meeting or, if the meeting is adjourned, the time for holding such adjourned meeting.

88.	The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

89.

A resolution in writing signed by all the Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of the Company (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

90.

Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director.

CLEARING HOUSES

91.

If a clearing house (or its nominee) is a Member of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such person or persons as it thinks fit to act as its representative or representatives at any general meeting of the Company or at any general meeting of any class of Members of the Company provided that, if more than one person is so authorised, the authorisation shall specify the number and class of Shares in respect of which each such person is so authorised. A person so authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of the clearing house (or its nominee) which he represents as that clearing house (or its nominee) could exercise if it were an individual Member holding the number and Class of Shares specified in such authorisation.

DIRECTORS

92.	The name(s) of the first Director(s) shall either be determined in writing by a majority (or in the case of a sole subscriber that subscriber) of, or elected at a meeting of, the subscribers of the Memorandum of Association.

93.	The Company may by Ordinary Resolution from time to time fix the maximum and minimum number of Directors to be appointed but unless such numbers are fixed as aforesaid the minimum number of Directors shall be one and the maximum number of Directors shall be unlimited.

94.	At any time prior to the Conversion Date, the Company may by Ordinary Resolution appoint any Person to be a Director.

95.	At any time following the Conversion Date:

(a)

the chairman of the board of Directors shall divide the Directors then in office into three (3) classes designated as Class I, Class II and Class III, respectively, and:

(i)

at the first annual general meeting of Members following the Conversion Date, the term of office of the Class I Directors shall expire and Class I Directors appointed at such meeting shall be elected for a full term of three (3) years;

(ii)

at the second annual general meeting of Members following the Conversion Date, the term of office of the Class II Directors shall expire and Class II Directors appointed at such meeting shall be elected for a full term of three (3) years;

(iii)

at the third annual general meeting of Members following the Conversion Date, the term of office of the Class III Directors shall expire and Class III Directors at such meeting appointed shall be elected for a full term of three (3) years;

(iv)

at each succeeding annual general meeting of Members, Directors shall be elected for a full term of three (3) years to succeed the Directors of the class whose terms expire at such annual general meeting.

Notwithstanding the foregoing provisions of this Article 95(a), each Director shall hold office until the expiration of his term, until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. No decrease in the number of Directors constituting the board of Directors shall shorten the term of any incumbent Director. Following the Conversion Date and initial designation by the chairman of the board of Directors of each Director then in office into Classes each Director subsequently appointed shall be assigned to each class in accordance with a resolution or resolutions adopted by the board of Directors.

(b)

At any election for Directors at any annual general meeting of the Company, the Directors shall be elected by a plurality of the votes cast.

(c)

For a nomination for election of a Director to be made by a Member of the Company at an annual general meeting, such Member must:

(i)

be a Member of record on both:

(A)

the date of the giving of the notice by such Member provided for in this Article; and

(B)

the record date for the determination of Members entitled to vote at such annual general meeting, and on each such date beneficially own more than 30% of the issued Shares; and

(ii)

have given timely notice thereof in proper written form to the Secretary of the Company. To be timely for the purposes of this Article 95(c) the Member’s notice shall be delivered to or mailed and received at the principal executive offices of the Company not less than ninety (90) nor more than one hundred twenty (120) days prior to the meeting; provided, however, that in the event less than one hundred and thirty (130) days’ notice or prior public disclosure of the date of the meeting is given or made to Members, notice by the Member to be timely must be so received not later than the close of business on the tenth (10^th) day following the earlier of the day on which such notice of the date of the meeting was mailed or such public disclosure was made. To be in proper written form for purposes of this Article 95(c), a Member’s notice to the Secretary must be set forth as to each person whom the Member proposes to nominate for election as a director all information relating to such person that is required to be disclosed pursuant to any applicable law and rules of the Designated Stock Exchange. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a Director if elected.

96.	The remuneration of the Directors may be determined by the Directors.

97.	There shall be no shareholding qualification for Directors.

98.	The Directors shall have power at any time and from time to time, by resolution of the Directors, to appoint any Person to be a Director, either as a result of a casual vacancy or as an additional Director, subject to the maximum number (if any) imposed by Ordinary Resolution.

ALTERNATE DIRECTOR; OBSERVER

99.

With the prior consent of the Board of Directors, any Director may in writing appoint another Person to be his alternate. Save to the extent provided otherwise in the form of appointment, any alternate so appointed shall have authority to sign written resolutions on behalf of the appointing Director, but shall not be authorised to sign such written resolutions where they have been signed by the appointing Director, and to act in such Director’s place at any meeting of the Directors. Every such alternate shall be entitled to attend and vote at meetings of the Directors as the alternate of the Director appointing him and where he is a Director to have a separate vote in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall not be an Officer solely as a result of his appointment as an alternate other than in respect of such times as the alternate acts as a Director. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them.

100.

With the prior consent of the Board of Directors, any Director may in writing appoint another Person to be an observer. Any observer so appointed shall be entitled to any meeting of the Directors, but shall not be counted towards a quorum, shall not be entitled to act in the place of any Director appointing him and shall not be entitled to vote in respect of any matter before the meeting. A Director may at any time in writing revoke the appointment of an observer appointed by him. Such observer shall not be an Officer solely as a result of his appointment as an observer. The remuneration of such observer shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them.

POWERS AND DUTIES OF DIRECTORS

101.

Subject to the Companies Law, these Articles and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.

102.

The Directors may from time to time appoint any Person, whether or not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not limited to, the office of president, one or more vice-presidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any Person so appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution. The Directors may also appoint one or more of their number to the office of managing director upon like terms, but any such appointment shall ipso facto terminate if any managing director ceases from any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated.

103.

The Directors may appoint any Person to be a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution.

104.	The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.

105.

The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys or authorised signatory (any such person being an “Attorney” or “Authorised Signatory”, respectively) of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such Attorney or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised Signatory to delegate all or any of the powers, authorities and discretion vested in him.

106.	The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred by this Article.

107.

The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any Person to be a member of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any such Person.

108.

The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any Person so appointed and may annul or vary any such delegation, but no Person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

109.	Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them.

110.

The Directors may agree with a Shareholder to waive or modify the terms applicable to such Shareholder’s subscription for Shares without obtaining the consent of any other Shareholder; provided that such waiver or modification does not amount to a variation or abrogation of the rights attaching to the Shares of such other Shareholders.

BORROWING POWERS OF DIRECTORS

111.

Subject to the remaining provisions of these Articles, the Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, or to otherwise provide for a security interest to be taken in such undertaking, property or uncalled capital, and to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

THE SEAL

112.

The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence.

113.

The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the Directors shall for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the presence of and the instrument signed by a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose.

114.	Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company.

DISQUALIFICATION OF DIRECTORS

115.	The office of Director shall be vacated, if the Director:

(a)

becomes bankrupt or makes any arrangement or composition with his creditors;

(b)

dies or is found to be or becomes of unsound mind;

(c)

resigns his office by notice in writing to the Company;

(d)

at any time prior to the Conversion Date, is removed from office by Ordinary Resolution;

(e)

at any time following the Conversion Date, in accordance with the provisions of Article 95, or by Special Resolution;

(f)

is removed from office by notice addressed to him at his last known address and signed by all of his co-Directors (including the Founder for so long as he is a Director); or

(g)

is removed from office pursuant to any other provision of these Articles.

PROCEEDINGS OF DIRECTORS

116.

The Directors may meet together (either within or outside the Cayman Islands) for the despatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Except as otherwise provided by these Articles, questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the chairman shall not have a second or casting vote. A Director (other than a Recused Director) may, and a Secretary or assistant Secretary on the requisition of a Director (other than a Recused Director) shall, at any time summon a meeting of the Directors.

117.	Notwithstanding the foregoing, any by the Board of Directors of any authority in respect of:

(a)

the exercise by the Board of any authority under Article 9;

(b)

the issuance and/or allotment of any Relevant Securities;

(c)

the appointment of any Person as a Director of the Company pursuant to the provisions of Article 98;

(d)

the approval of any alternate or observer pursuant to Article 99 or Article 100,

shall be required to include the affirmative approval of the Founder, in each case for so long as he is a Director.

118.

A Director may participate in any meeting of the Directors, or of any committee appointed by the Directors of which such Director is a member, by means of telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.

119.

The quorum necessary for the transaction of the business of the Directors shall be a majority of the Directors then appointed (excluding for these purposes any Recused Director(s)) which shall be required to include the Founder for so long as he is a Director and not a Recused Director. A Director represented by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present.

120.

A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is to be regarded as interested in any contract or other arrangement which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made. Subject to a Director not being designated as a Recused Director, a Director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or proposed contract or arrangement shall come before the meeting for consideration.

121.

If the majority of the Directors, in their discretion, determine that there is a conflict of any Director (or their affiliates) with the general business of the Company (for the avoidance of doubt not necessarily with the business that is being considered by the board of Directors), then that Director may be designated by resolution of a majority of the Directors as a “Recused Director”. A Recused Director: (i) shall cease to be entitled to receive notice of, attend and vote at any meetings of Directors or be required to execute written resolutions of the Directors; and (ii) shall not be entitled to receipt of any information from the Company in each case until such time as it is deemed by a majority of the Directors, that the Recused Director shall no longer be designated as a Recused Director.

122.

Without limitation to the preceding Article, in the event that any Director or other Person with access to the Company’s confidential information has a direct or indirect conflict, the board of Directors may determine, acting in good faith, that access to such information shall be restricted or such information shall be redacted prior to its provision to the relevant Director or other Person.

123.

A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement.

124.

Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.

125.	The Directors shall cause minutes to be made in books or loose-leaf folders provided for the purpose of recording:

(a)

all appointments of Officers made by the Directors;

(b)

the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

(c)

all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.

126.	When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.

127.

A resolution in writing signed by all the Directors or all the members of a committee of Directors entitled to receive notice of a meeting of Directors or committee of Directors (which for the avoidance of doubt shall exclude any Recused Director), as the case may be (an alternate Director, subject as provided otherwise in the terms of appointment of the alternate Director, being entitled to sign such a resolution on behalf of his appointer), shall be as valid and effectual as if it had been passed at a duly called and constituted meeting of Directors or committee of Directors, as the case may be. When signed a resolution may consist of several documents each signed by one or more of the Directors or his duly appointed alternate.

128.

The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose.

129.

The Directors may elect a chairman of their meetings and determine the period for which he is to hold office but if no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be chairman of the meeting.

130.

Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one of their number to be chairman of the meeting.

131.

A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall not have a second or casting vote.

132.

All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director.

DIVIDENDS

133.

Subject to any rights and restrictions for the time being attached to any Shares, or as otherwise provided for in the Companies Law and these Articles, the Directors may from time to time declare dividends (including interim dividends) and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.

134.	Subject to any rights and restrictions for the time being attached to any Shares, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors.

135.

The Directors may determine, before recommending or declaring any dividend, to set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may, at the determination of the Directors, either be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit.

136.

Any dividend may be paid in any manner as the Directors may determine. If paid by cheque it will be sent through the post to the registered address of the Shareholder or Person entitled thereto, or in the case of joint holders, to any one of such joint holders at his registered address or to such Person and such address as the Shareholder or Person entitled, or such joint holders as the case may be, may direct. Every such cheque shall be made payable to the order of the Person to whom it is sent or to the order of such other Person as the Shareholder or Person entitled, or such joint holders as the case may be, may direct.

137.

The Directors when paying dividends to the Shareholders in accordance with the foregoing provisions of these Articles may make such payment either in cash or in specie and may determine the extent to which amounts may be withheld therefrom (including, without limitation, any taxes, fees, expenses or other liabilities for which a Shareholder (or the Company, as a result of any action or inaction of the Shareholder) is liable).

138.

Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares, but if and for so long as nothing is paid up on any of the Shares dividends may be declared and paid according to the par value of the Shares.

139.	If several Persons are registered as joint holders of any Share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the Share.

140.	No dividend shall bear interest against the Company.

ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION

141.	The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors.

142.	The books of account shall be kept at the Office, or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.

143.

The Directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorised by the Directors or by Ordinary Resolution.

144.	The accounts relating to the Company’s affairs shall only be audited if the Directors so determine, in which case the financial year end and the accounting principles will be determined by the Directors.

145.	The Directors in each year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Companies Law and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.

CAPITALISATION OF RESERVES

146.	Subject to the Companies Law and these Articles, the Directors may:

(a)

resolve to capitalise an amount standing to the credit of reserves (including a Share Premium Account, capital redemption reserve and profit and loss account), whether or not available for distribution;

(b)

appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount of Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:

(i)

paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or

(ii)

paying up in full unissued Shares or debentures of a nominal amount equal to that sum,

and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid;

(c)

make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit;

(d)

authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company providing for either:

(i)

the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which they may be entitled on the capitalisation, or

(ii)

the payment by the Company on behalf of the Shareholders (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing Shares,

and any such agreement made under this authority being effective and binding on all those Shareholders; and

(e)

generally do all acts and things required to give effect to any of the actions contemplated by this Article.

SHARE PREMIUM ACCOUNT

147.	The Directors shall in accordance with the Companies Law establish a Share Premium Account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share.

148.

There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided always that at the determination of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Companies Law, out of capital.

NOTICES

149.

Any notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder either personally, or by posting it airmail or air courier service in a prepaid letter addressed to such Shareholder at his address as appearing in the Register, or by electronic mail to any electronic mail address such Shareholder may have specified in writing for the purpose of such service of notices, or by facsimile should the Directors deem it appropriate. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.

150.	Any Shareholder present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

151.	Any notice or other document, if served by:

(a)

post, shall be deemed to have been served five clear days after the time when the letter containing the same is posted;

(b)

facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;

(c)

recognised courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service; or

(d)

electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail.

In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.

152.

Any notice or document delivered or sent in accordance with the terms of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share.

153.	Notice of every general meeting of the Company shall be given to:

(a)

all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and

(b)

every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would be entitled to receive notice of the meeting.

No other Person shall be entitled to receive notices of general meetings.

INDEMNITY

154.

Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the provisions of these Articles), Secretary, assistant Secretary, or other Officer (but not including the Company’s auditors) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own wilful misconduct or actual fraud as determined by a court of competent jurisdiction, in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.

155.	No Indemnified Person shall be liable:

(a)

for the acts, receipts, neglects, defaults or omissions of any other Director or Officer or agent of the Company; or

(b)

for any loss on account of defect of title to any property of the Company; or

(c)

on account of the insufficiency of any security in or upon which any money of the Company shall be invested; or

(d)

for any loss incurred through any bank, broker or other similar Person; or

(e)

for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Indemnified Person’s part; or

(f)

unless the same shall happen through such Indemnified Person’s own wilful misconduct or actual fraud as determined by a court of competent jurisdiction.

NON-RECOGNITION OF TRUSTS

156.	Subject to the proviso hereto, no Person shall be recognised by the Company as holding any Share upon any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent,

future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Companies Law requires) any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register, provided that, notwithstanding the foregoing, the Company shall be entitled to recognise any such interests as shall be determined by the Directors.

WINDING UP

157.	If the Company shall be wound up the liquidator shall apply the assets of the Company in such manner and order as he thinks fit in satisfaction of creditors’ claims.

158.	On a return of assets on a liquidation, dissolution, winding-up, reduction of capital or otherwise, the surplus assets of the Company remaining after payment of its liabilities shall be distributed in the following order of priority:

(a)

first, the holders of Class A Shares and Class B Shares shall be entitled to receive in respect of their Class A Shares and Class B Shares an aggregate amount equal to the par value there on a pari passu basis pro rata to their respective entitlements under this Article;

(b)

second, the holders of Deferred Shares, if any, shall be entitled to receive in respect of their Deferred Shares an aggregate amount of US$0.01 for the entire class of Deferred Shares (which payment shall be deemed satisfied by payment to any one holder of Deferred Shares); and

(c)

thereafter, any balance of such remaining assets shall be distributed on a pari passu basis among the holders of the Class A Shares and Class B Shares pro rata based on such holders’ respective holdings of Class A Shares and Class B Shares.

159.

If the Company shall be wound up, the liquidator may, with the sanction of an Ordinary Resolution divide amongst the Shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different Classes. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Shareholders as the liquidator, with the like sanction shall think fit, but so that no Shareholder shall be compelled to accept any assets whereon there is any liability.

AMENDMENT OF ARTICLES OF ASSOCIATION

160.	Subject to the Companies Law and the rights attaching to the various Classes, the Company may at any time and from time to time by Special Resolution alter or amend these Articles in whole or in part.

CLOSING OF REGISTER OR FIXING RECORD DATE

161.

For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any meeting of Shareholders or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Shareholder for any other purpose, the Directors may provide that the Register shall be closed for transfers for a stated period which shall not exceed in any case 40 days. If the Register shall be so closed for the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders the Register shall be so closed for at least ten days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register.

162.

In lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date for any such determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders and for the purpose of determining those Shareholders that are entitled to receive payment of any dividend the Directors may, at or within 90 days prior to the date of declaration of such dividend, fix a subsequent date as the record date for such determination.

163.

If the Register is not so closed and no record date is fixed for the determination of those Shareholders entitled to receive notice of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in this Article, such determination shall apply to any adjournment thereof.

REGISTRATION BY WAY OF CONTINUATION

164.

The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

MERGERS AND CONSOLIDATION

165.	The Company may merge or consolidate in accordance with the Companies Law.

166.	To the extent required by the Companies Law, the Company may by Special Resolution resolve to merge or consolidate the Company.

ASSET SALE

167.	Any sale by the Company or its subsidiaries (together the “Group”) of all, or substantially all, of the assets of the Group shall require the prior approval of the Shareholders by Special Resolution and in addition the prior approval by the board of the Directors.

BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS

168.	The Company shall not engage in any Business Combination with any Interested Shareholder for a period of three years following the time that such Shareholder became an Interested Shareholder, unless:

(a)

prior to such time, the board of Directors approved either the Business Combination or the transaction which resulted in the Shareholder becoming an Interested Shareholder;

(b)

upon consummation of the transaction which resulted in the Shareholder becoming an Interested Shareholder, the Interested Shareholder Owned Shares conferring at least eighty five per cent. (85%) of the voting power permitted to be exercised at any general meeting of the Company at the time the transaction commenced, excluding for purposes of determining the voting power (but not the voting power conferred by Shares that are Owned by the Interested Shareholder), those Shares Owned (i) by Persons who are both Directors and officers of the Company; and (ii) employee share plans in which employee participants do not have the right to determine confidentially whether Shares held subject to the plan will be tendered in a tender or exchange offer;

(c)

at or subsequent to such time the Business Combination is approved by the board of Directors and authorized at a general meeting of Shareholders by the affirmative vote of at least sixty six and two thirds per cent. (66²⁄₃%) of the voting power permitted to be exercised at any general meeting of the Company conferred on the holders of Shares that are not Owned by the Interested Shareholder;

(d)

the Company does not have a class of voting Shares that is (i) listed on a Designated Stock Exchange or (ii) held of record by more than 2,000 Shareholders, unless any of the foregoing results from action taken, directly or indirectly, by an Interested Shareholder or from a transaction in which a Person becomes an Interested Shareholder;

(e)

a Shareholder becomes an Interested Shareholder inadvertently and (i) as soon as practicable divests itself of Ownership of sufficient Shares so that the Shareholder ceases to be an Interested Shareholder and (ii) would not, at any time within the three-year period immediately prior to a Business Combination between the Company and such Shareholder, have been an Interested Shareholder but for the inadvertent acquisition of Ownership;

(f)

the Business Combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required hereunder of a proposed transaction which: (i) constitutes one of the transactions described in the second sentence of this Article 168(f); (ii) is with or by a Person who either was not an Interested Shareholder during the previous three years or who became an Interested Shareholder with the approval of the board of Directors or during the period described in Article 168(g); and (iii) is approved or not opposed by a majority of the Directors then in office (but not less than one) who were Directors prior to any Person becoming an Interested Shareholder during the previous three years or were recommended for election or elected to succeed such Directors by a majority of such Directors. The proposed transactions referred to in the preceding sentence are limited to (x) a merger, consolidation or amalgamation of the Company (whether by scheme of arrangement or otherwise), (y) a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of assets of the Company or of any direct or indirect majority-Owned subsidiary of the Company (other than to any direct or indirect wholly Owned subsidiary or to the Company) having an aggregate market value equal to fifty per cent. (50%) or more of either that aggregate market value of all of the assets of the Company determined on a consolidated basis or the aggregate market value of all the issued Shares or (z) a proposed tender or exchange offer for Shares conferring fifty per cent. (50%) or more of the voting power permitted to be exercised at any general meeting of the Company. The Company shall give not less than twenty (20) days’ notice to all Interested Shareholders prior to the consummation of any of the transactions described in clause (x) or (y) of the second sentence of this Article 168(f);

(g)

the Business Combination is with an Interested Shareholder who became an Interested Shareholder at a time when the restrictions contained in Article 168(f) did not apply by reason of Article 168(d);

As used in Article 164, the term:

(a)

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person.

(b)

“Associate,” when used to indicate a relationship with any Person, means (i) any corporation, partnership, unincorporated association or other entity of which such Person is a director, officer or partner or is, directly or indirectly, the Owner of twenty per cent. (20%) or more of any class of voting shares, (ii) any trust or other estate in which such Person has at least a twenty per cent. (20%) beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity and (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same residence as such Person.

(c)

“Business Combination,” when used in reference to the Company and any Interested Shareholder of the Company, means:

(i)

any merger, consolidation, or amalgamation of the Company or any direct or indirect majority-Owned subsidiary of the Company (whether by scheme of

arrangement or otherwise) with (1) the Interested Shareholder or (2) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the Interested Shareholder and as a result of such merger or consolidation Article 168 is not applicable to the surviving entity;

(ii)

any sale, lease, exchange, mortgage, charge, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a Shareholder, to or with the Interested Shareholder, whether as part of a liquidation, dissolution or otherwise, of assets of the Company or of any direct or indirect majority-Owned subsidiary of the Company which assets have an aggregate market value equal to ten per cent. (10%) or more of either the aggregate market value of all the assets of the Company determined on a consolidated basis or the aggregate market value of all the shares then in issue;

(iii)

any transaction which results in the issuance or transfer by the Company or by any direct or indirect majority-Owned subsidiary of the Company of any shares or shares of such subsidiary to the Interested Shareholder, except (1) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into shares or the shares of a direct or indirect majority-Owned subsidiary of the Company which securities were in issue prior to the time that the Interested Shareholder became such; (2) pursuant to a Holding Company Merger; (3) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into shares or the shares of a direct or indirect majority-Owned subsidiary of the Company which security is distributed, pro rata, to all holders of a class or series of shares subsequent to the time the Interested Shareholder became such; (4) pursuant to an exchange offer by the Company to purchase shares made on the same terms to all holders of said shares; or (5) any issuance or transfer of shares by the Company; provided, however, that in no case under (3)-(5) above shall there be an increase in the Interested Shareholder’s proportionate interest in the shares of any class or series or of the voting shares;

(iv)

any transaction involving the Company or any direct or indirect majority-Owned subsidiary of the Company which has the effect, directly or indirectly, of increasing the proportionate interest of the shares of any class or series, or securities convertible into the shares of any class or series, or of the interest of the shares of any such subsidiary which is Owned by the Interested Shareholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares not caused, directly or indirectly, by the Interested Shareholder; or

(v)

any receipt by the Interested Shareholder of the benefit, directly or indirectly (except proportionately as a Shareholder), of any loans, advances, guarantees, pledges or other financial benefits (other than those expressly permitted in subsections (i)-(iv) of this Article 1(c)) provided by or through the Company or any direct or indirect majority-Owned subsidiary of the Company.

(d)

“control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the Ownership of voting shares, by contract, or otherwise. A Person who is the Owner of Shares conferring twenty per cent. (20%) or more of the voting power permitted to be exercised at any general meeting of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such Person holds voting shares, in good faith and not for the purpose of circumventing this section, as an agent, bank, broker, nominee, custodian or trustee for one or more Owners who do not individually or as a group have control of such entity.

(e)

“Interested Shareholder” means any Person (other than the Company and any direct or indirect majority-Owned subsidiary of the Company) that (A) is the Owner of 15% or more of the issued voting Shares or (B) is an Affiliate or Associate of the Company and was the Owner of Shares conferring fifteen per cent. (15%) or more of the voting power permitted to be exercised at any general meeting of the Company at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such Person is an Interested Shareholder, and also the Affiliates and Associates of such Person, provided, however, that the term “Interested Shareholder” shall not include (i) any Person whose Ownership of issued voting Shares in excess of the fifteen per cent. (15%) limitation set forth herein is the result of action taken solely by the Company; provided that such Person shall be an Interested Shareholder if thereafter such Person acquires additional voting Shares, except as a result of further corporate action not caused, directly or indirectly, by such Person or (ii) any Person who Owned (including (a) with or through any investments funds managed by such Person or (b) when acting as a group or in concert for the purpose of acquiring, holding, voting or disposing of Shares with any other Person, its Affiliates, Associates or investments funds managed by such other Person) Shares conferring fifteen per cent. (15%) or more of the voting power permitted to be exercised at any general of the Company as of the date of the adoption of these Articles. For the purpose of determining whether a Person is an Interested Shareholder, the voting Shares deemed to be in issue shall include Shares deemed to be Owned by the Person but shall not include any other unissued Shares which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

(f)

“Owner” including the terms “Own,” “Owned” and “Ownership” when used with respect to any shares means a Person that individually or with or through any of its Affiliates or Associates:

(i)

beneficially Owns such shares, directly or indirectly;

(ii)

has (1) the right to acquire such shares (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Owner of shares tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered shares is accepted for purchase or exchange; or (2) the right to vote such shares pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Owner of any shares because of such Person’s right to vote such shares if the agreement, arrangement or understanding to vote such shares arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten (10) or more Persons; or

(iii)

has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in Article 1(f)(ii)(2)), or disposing of such shares with any other Person that beneficially Owns, or whose Affiliates or Associates beneficially Own, directly or indirectly, such shares.

(g)

“voting shares” means, with respect to the Company (in which case, the “voting Shares”) or any other corporation, shares or stock of any class or series which entitles the holder to vote generally in the election of directors and, with respect to any other entity that is not a corporation, any equity interest which entitles the holder to vote generally in the election of the governing body of such entity.

DISCLOSURE

169.

The Directors, or any authorised service providers (including the Officers, the Secretary and the registered office agent of the Company), shall be entitled to disclose to any regulatory or judicial authority, or to any stock exchange on which the Shares may from time to time be listed, any information regarding the affairs of the Company including, without limitation, information contained in the Register and books of the Company.

EX-4.1 3 d532260dex41.htm EX-4.1 EX-4.1

Exhibit 4.1

Execution Version

FARFETCH.COM LIMITED

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of 21 July 2017, by and among Farfetch.com Limited, a company incorporated under the laws of the Isle of Man with registered number 000657V (the “Company”) and the Holders (as defined below).

RECITALS

The Company and certain investors (the “Investors”) have entered into a Subscription and Shareholders Agreement (the “Subscription Agreement”) dated as of 22 June 2017, pursuant to which the Company desires to issue to certain of the Investors and certain of the Investors desire to subscribe for the Company’s Series G Preferred Shares (as defined below). A condition to the Investors’ obligations under the Subscription Agreement is that the Company and the Holders enter into this Agreement in order to provide the Holders certain rights to register the Company’s Ordinary Shares (as defined below) issuable upon conversion of the Company’s Preferred Shares (as defined below) held by the Investors. The Company desires to induce the Investors to subscribe for the Series G Preferred Shares (as defined below) pursuant to the Subscription Agreement by agreeing to the terms and conditions set forth below.

AGREEMENT

The parties agree as follows:

1.	REGISTRATION RIGHTS.

1.1	Definitions

For purposes of this section 1:

“ADRs” means American Depositary Receipts evidencing American Depositary Shares issued in respect of Ordinary Shares deposited with the Depositary;

“Articles” means the articles of association of the Company adopted on or about the date of this Agreement as amended or superseded from time to time;

“Demand Registration” has the meaning set forth in section 1.2;

“Depositary” means any bank or other financial institution that issues ADRs in respect of Ordinary Shares;

“Exchange Act” means the Securities Exchange Act of 1934, as amended (and any successor thereto) and the rules and regulations promulgated thereunder;

“Form F-1” means a registration statement on Form F-1 or any successor form for the registration of securities pursuant to the Securities Act;

“Form F-2” means a registration statement on Form F-2 or any successor form for the registration of securities pursuant to the Securities Act;

“Form F-3” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC;

“Form F-6” means a registration statement on Form F-6 or any successor form for the registration of ADRs pursuant to the Securities Act;

“Form S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC;

“Form S-3” means such form under the Securities Act as in effect on the date hereof or any successor form under the Securities Act that permits significant incorporation by reference of the Company’s subsequent public filings under the Exchange Act;

“Holder” means the parties listed on Schedule A hereto and any person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with section 1.13;

“Lead Investors” has the meaning set forth in the Subscription Agreement;

“Ordinary Shares” means the ordinary shares of nominal value £0.10 each in the capital of the Company from time to time, having the rights set out in the Articles;

“Preferred Shares” means the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares, the Series E Preferred Shares, the Series F Preferred Shares and the Series G Preferred Shares of the Company;

“Qualified IPO” means a public offering by the Company of shares of its Ordinary Shares pursuant to a registration statement under the Securities Act of 1933, as amended;

“register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document;

“Registrable Securities” means:

(a)

the shares of Ordinary Shares held by the Holders and Ordinary Shares issuable or issued upon conversion of the Preferred Shares, other than shares for which registration rights have terminated pursuant to section 1.16 hereof;

(b)

any other shares of Ordinary Shares of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares listed in (a); and

(c)

any securities into which the Ordinary Shares may be converted or exchanged pursuant to any merger, consolidation, sale of all or any part of its assets, corporate conversion or other extraordinary transaction of the Company;

provided, however, that the foregoing definition shall exclude in all cases any Registrable Securities sold by a person in a transaction in which such person’s rights under this Agreement are not assigned in accordance with section 1.13 below. Notwithstanding the foregoing, Ordinary Shares or other securities shall only be treated as Registrable Securities if and so long as

(a)

they have not been sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction;

(b)

they have not been sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under section 4(1) thereof, in connection with which the rights under this Agreement were not transferred in accordance with section 1.13 below;

(c)

they are not eligible to be resold in reliance on Securities Act Rule 144 without regard to volume or manner-of-sale limitations therein; or

(d)

the Holder thereof is entitled to exercise any right provided in section 1 in accordance with section 1.13 below;

The number of shares of “Registrable Securities then outstanding” shall be determined by the number of shares of Ordinary Shares outstanding which are, and the number of shares of Ordinary Shares issuable pursuant to then exercisable or convertible securities which are, Registrable Securities;

“Rule 144” means Rule 144 promulgated under the Securities Act;

“SEC” means the U.S. Securities and Exchange Commission;

“Securities Act” means the U.S. Securities Act of 1933, as amended (and any successor thereto) and the rules and regulations promulgated thereunder;

“Series A Preferred Shares” means the series A convertible preferred shares of £0.10 each in the capital of the Company having the rights set out in the Articles;

“Series B Preferred Shares” means the series B convertible preferred shares of £0.10 each in the capital of the Company having the rights set out in the Articles;

“Series C Preferred Shares” means the series C convertible preferred shares of £0.10 each in the capital of the Company having the rights set out in the Articles;

“Series D Preferred Shares” means the series D convertible preferred shares of £0.10 each in the capital of the Company having the rights set out in the Articles;

“Series E Preferred Shares” means the series E convertible preferred shares of £0.10 each in the capital of the Company having the rights set out in the Articles;

“Series F Preferred Shares” means the series F convertible preferred shares of £0.10 each in the capital of the Company having the rights set out in the Articles;

“Series G Preferred Shares” means the series G convertible preferred shares of £0.10 each in the capital of the Company having the rights set out in the Articles;

“Series Preferred Investor Majority” has the meaning set forth in the Subscription Agreement;

“Short-Form Demand” has the meaning proscribed in section 1.4; and

“Short-Form Demand Registration” has the meaning proscribed in section 1.4.

1.2	Request for Registration

(a)

If the Company shall receive at any time after six months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a share option, share purchase or similar plan or an SEC Rule 145 transaction), a written request from the Holders of a majority of the Registrable Securities that the Company file a registration statement under the Securities Act covering the registration of at least such number of the Registrable Securities having an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $50,000,000, then the Company shall, within 10 days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, Form S-1, Form F-1 or F-2 registration statement (or any successor form) under the Securities Act covering the registration of Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) which the Holders request to be registered within 10 days of the mailing of such notice by the Company (each a “Demand Registration”).

(b)

If the Holders initiating the registration request hereunder (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this section 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to

include its Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.6(e) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) of the Company owned by each participating Holder; provided, however, that the number of Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.

(c)

Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this section 1.2, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board”), it would be seriously detrimental to the Company and its holders of share capital for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than twice in any 12 month period.

(d)

In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this section 1.2:

(i)

after the Company has effected two registrations pursuant to this section 1.2 and such registrations have been declared or ordered effective;

(ii)

during the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to section 1.3 unless such

offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to section 1.3; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or

(iii)

if the Initiating Holders propose to dispose of Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) that may be immediately registered on Form S-3 OR Form F-3 pursuant to a request made pursuant to section 1.4.

1.3	Company Registration

If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for holders of share capital other than the Holders) any of its shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, a registration on Form S-8 or Form S-4, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, and any ADRs evidencing American Depositary Shares issued with respect thereof), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 10 days after mailing of such notice by the Company in accordance with section 5.5, the Company shall, subject to the cut-back provisions of section 1.7, use reasonable best efforts to cause to be registered under the Securities Act all of the Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) that each such Holder has requested to be registered.

1.4	Form S-3, Form F-3 Registration

In case the Company shall receive from any Holder or from the Holders of a majority of the Registrable Securities a written request or requests (each, a “Short-Form Demand”) that the Company effect a registration on Form S-3 or Form F-3 (a “Short-Form Demand Registration”) and any related qualification or compliance with respect to all or a part of the Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) owned by such Holder or Holders the Company will:

(a)

promptly give written notice of the proposed Form S-3 or Form F-3 registration, and any related qualification or compliance, to all other Holders; and

(b)

use reasonable best efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such

Holder’s or Holders’ Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) as are specified in such request, together with all or such portion of the Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) of any other Holder or Holders joining in such request as are specified in a written request given within 10 days after mailing of such written notice by the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this section 1.4:

(i)

if Form S-3 or Form F-3 is not available for such offering by the Holders;

(ii)

if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $15,000,000;

(iii)

if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board, (A) it would be seriously detrimental to the Company and its holders of share capital for such Form S-3 or Form F-3 registration to be effected at such time, (B) such registration or offering could materially interfere with a bona fide business, financing or business combination transaction of the Company or is reasonably likely to require premature disclosure of material non-public information, which premature disclosure could materially and adversely affect the Company, or (C) such registration would require the Company to recast its historical financial statements or prepare pro forma financial statements, acquired business financial statements or other information, with which requirement the Company is reasonably unable to comply, in which event the Company shall have the right to defer the filing of the Form S-3 or Form F-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this section 1.4; provided, however, that the Company shall not utilize this right more than once in any 12-month period;

(iv)

if the Company has, within the 12-month period preceding the date of such request and after the 6-month period following the Company’s initial public offering, already effected two registrations on Form S-3 or Form F-3 for the Holders pursuant to this section 1.4;

(v)

in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or

(vi)

during the period ending 180 days after the effective date of a registration statement subject to section 1.3; and

(c)

subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this section 1.4 shall not be counted as demands for registration or registrations effected pursuant to sections 1.2 or 1.3, respectively.

1.5	Obligations of the Company.

Whenever required under this section 1 to effect the registration of any Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof), the Company shall, as expeditiously as reasonably possible:

(a)

prepare and file with the SEC a registration statement with respect to such Registrable Securities (and, if applicable, cause the Depositary to file a Form- F-6 to register ADRs evidencing such Registrable Securities) and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to 120 days, or until the distribution described in such registration statement is completed, if earlier;

(b)

prepare and file with the SEC such amendments and supplements to such registration statement or Form F-6 and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for up to 120 days, or until the distribution described in such registration statement or Form F-6 is completed, if earlier;

(c)

furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) owned by them;

(d)

use its best efforts to register and qualify the securities covered by such registration statement and, if applicable, the ADRs covered by the Form F-6 under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

(e)

in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;

(f)

notify each Holder of Registrable Securities (and all ADRs evidencing American Depository Shares issued in respect thereof) covered by such registration statement or Form F-6 at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement or Form F-6, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, such obligation to continue for 120 days;

(g)

cause all such Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed;

(h)

provide a transfer agent and registrar for all Registrable Securities (and all ADRs evidencing American Depository Shares issued in respect thereof) registered pursuant hereunder and a CUSIP number for all such Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof), in each case not later than the effective date of such registration; and

(i)

use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) pursuant to this section 1, on the date that such Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) are delivered to the underwriters for sale in connection with a registration pursuant to this section 1, if such securities are being sold through underwriters:

(i)

an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters; and

(ii)

a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters.

1.6	Furnish Information

It shall be a condition precedent to the obligations of the Company to take any action pursuant to this section 1 with respect to the Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder’s Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof). The Company shall have no obligation with respect to any registration requested pursuant to section 1.2 or section 1.4 of this Agreement if, as a result of the application of the preceding sentence, the number of shares or the anticipated aggregate offering price of the Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally trigger the Company’s obligation to initiate such registration as specified in subsection 1.2(a)(i) or subsection 1.4(b), whichever is applicable.

1.7	Suspension of Resales.

(a)

The Company shall be entitled to suspend the use of the prospectus forming any part of a registration statement for a reasonable “blackout period” not in excess of 90 days if (i) the Board determines that such registration or offering could materially interfere with a bona fide business, financing or business combination transaction of the Company or is reasonably likely to require premature disclosure of material non-public information, which premature disclosure could materially and adversely affect the Company, or (ii) an offering or sale pursuant to such prospectus would require the Company to recast its historical financial statements or prepare pro forma financial statements, acquired business financial statements or other information, with which requirement the Company is reasonably unable to comply.

(b)

Each Holder of Registrable Securities included in any such registration statement and not previously sold thereunder agrees that upon its receipt of a written certification from the Company notifying the Holders of such suspension, it will immediately discontinue the sale of any Registrable Securities pursuant to such registration statement or otherwise until such Holder has received copies of the supplemented or amended prospectus or until such holder is advised in writing that the use of the prospectus forming a part of such registration statement may be resumed and has received copies of any additional or supplemental filings that are incorporated by reference in such prospectus.

1.8	Expenses of Registration.

(a)

Demand Registration

All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to section 1.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to section 1.2; provided further, however, that if at the time of such withdrawal, the Holders:

(i)

have learned of a material adverse change in the condition, business, or prospects of the Company that was not known to the Holders at the time of their request; and

(ii)

have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change,

then the Holders shall not be required to pay any of such expenses and shall not forfeit their rights pursuant to section 1.2.

(b)

Company Registration

All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) pursuant to section 1.3 for each Holder (which right may be assigned as provided in section 1.13), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

(c)

Registration on Form S-3

All expenses incurred in connection with a registration requested pursuant to section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company shall be borne by the Company, and any underwriters’ discounts

or commissions associated with Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof), shall be borne pro rata by the Holder or Holders participating in the Form S-3 or Form F-3 registration; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses).

1.9	Underwriting Requirements

In connection with any offering involving an underwriting of shares of the Company’s share capital, the Company shall not be required under section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof), requested by holders of share capital to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof), which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling security holders according to the total amount of securities entitled to be included therein owned by each selling security holder or in such other proportions as shall mutually be agreed to by such selling security holders) but in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the amount of securities of the selling Holders included in the offering be reduced below 25% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling security holders may be excluded if the underwriters make the determination described above and no other holder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling security holder which is a holder of Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) and which is a partnership or corporation, the partners, retired partners and holders of share capital of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling security holder,” and any pro-rata reduction with respect to such “selling security holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling security holder,” as defined in this sentence.

1.10	Delay of Registration

No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this section 1.

1.11	Indemnification

In the event any Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) are included in a registration statement under this section 1:

(a)

to the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, officers, directors and security holders of each Holder, legal counsel and accountants for each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”):

(i)

any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;

(ii)

the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or

(iii)

any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law,

and the Company will pay to each such Holder, underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 1.11(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to any Holder, underwriter or controlling person for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling person;

(b)

to the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration or Form F-6 statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this subsection 1.11(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 1.11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided that in no event shall any indemnity under this subsection 1.11(b) exceed the net proceeds from the offering received by such Holder, except in the case of wilful fraud by such Holder;

(c)

promptly after receipt by an indemnified party under this section 1.11 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this section 1.11, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defence thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this section 1.11, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this section 1.11;

(d)

if the indemnification provided for in this section 1.11 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations; provided that in no event shall any contribution by a Holder under this subsection 1.11(d) exceed the net proceeds from the offering received by such Holder, except in the case of wilful fraud by such Holder. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission;

(e)

notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control; and

(f)

the obligations of the Company and Holders under this section 1.11 shall survive the completion of any offering of Registrable Securities in a registration or Form F-6 statement under this section 1, and otherwise.

1.12	Reports Under the Exchange Act

With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3 or Form F-3, the Company agrees to:

(a)

make and keep public information available, as those terms are understood and defined in Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under sections 13 or 15(d) of the Exchange Act;

(b)

take such action, including the voluntary registration of its Ordinary Shares under section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 or Form F-3 for the sale of their Registrable Securities, such action to

be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective;

(c)

file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(d)

furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request:

(i)

a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or Form F-3 (at any time after it so qualifies);

(ii)

a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and

(iii)

such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

1.13	Assignment of Registration Rights

No Holder shall transfer the rights to cause the Company to register Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) without the prior written consent of the Company, and in any event such rights may only be assigned pursuant to this section 1 (but only with all related obligations) by a Holder to a transferee or assignee:

(a)

of at least 50% of the transferring Holder’s aggregate Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) originally obtained from the Company (or if the transferring Holder then owns less than 50% of such originally acquired securities, then all remaining Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) then held by the transferring Holder);

(b)

that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or holder of share capital of a Holder;

(c)

that is an affiliated fund or entity of the Holder which means, in respect of a Holder which is a fund, partnership, limited partnership, company, syndicate or other entity whose business is managed by a person whose principal business is to make, manage or advise upon investments in securities (a “Fund Manager”)

(an “Investment Fund”) (or a nominee thereof): (i) any participant, partner in, member of or ultimate beneficial owner of any equity securities of any such Investment Fund or the holders of any unit trust which is a participant, partner in, member of or ultimate beneficial owner of any equity securities of any Investment Fund; (ii) any other Investment Fund managed by the Fund Manager of such Investment Fund; (iii) any Affiliate of the Fund Manager of such Investment Fund, or any subsidiary or Affiliate of any Affiliate of the Fund Manager of such Investment Fund; (iv) any entity that has at least one ultimate beneficial owner of any equity securities in common with such Investment Fund, the Fund Manager of such Investment Fund, Affiliate of the Fund Manager of such Investment Fund, or any subsidiary or Affiliate of any Affiliate of the Fund Manager of such Investment Fund (a “Member of the Same Fund Group”);

(d)

who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (such a relation, a Holder’s “Immediate Family Member”, which term shall include adoptive relationships); or

(e)

that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if the transferee agrees to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act

provided that, such assignee executes and delivers to the Company a counterpart to this Agreement whereby it agrees to be bound by the terms of the Agreement.

For the purposes of determining the number of Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) held by a transferee or assignee, the holdings of transferees and assignees of (i) a partnership who are partners or retired partners of such partnership or (ii) a limited liability company who are members or retired members of such limited liability company (including Immediate Family Members of such partners or members who acquire Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) by gift, will or intestate succession) shall be aggregated together and with the partnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under section 1.

1.14	Limitations on Subsequent Registration Rights

From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder:

(a)

to include such securities in any registration filed under section 1.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) of the Holders which is included; or

(b)

to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a)(i) or within 120 days of the effective date of any registration effected pursuant to section 1.2,

provided that, this section 1.14 shall cease to apply immediately following the consummation of a Qualified IPO.

1.15	Lock-Up Agreement.

(a)

Lock-Up Period; Agreement

If so requested by the Company or the underwriters in connection with the initial public offering of the Company’s securities registered under the Securities Act of 1933, as amended, Holder shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (except for those being registered) without the prior written consent of the Company or such underwriters, as the case may be, for 180 days from the effective date of the registration statement, plus such additional period, to the extent required by FINRA rules, up to a maximum of 216 days from the effective date of the registration statement, and Holder shall execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of such offering.

(b)

Limitations

The obligations described in section 1.15(a) shall apply only if all officers and directors are subject to similar restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all 1% security holders of the Company, and shall not apply to a registration relating solely to employee benefit plans, or to a registration relating solely to a transaction pursuant to Rule 145 under the Securities Act.

(c)

Stop-Transfer Instructions

In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of each Holder (and the securities of every other person subject to the restrictions in section 1.15(a)).

(d)

Transferees Bound

Each Holder agrees that prior to the Company’s initial public offering it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this section 1.15.

1.16	Termination of Registration Rights

No Holder shall be entitled to exercise any right provided for in this section 1 after the earlier of:

(a)

two years following the consummation of a Qualified IPO;

(b)

such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without regard to volume or manner-of-sale limitations therein; or

(c)

upon termination of this Agreement, as provided in section 2.

2.	TERMINATION OF AGREEMENT

This Agreement shall terminate and have no further force or effect upon the earlier of:

(a)

the liquidation, dissolution or indefinite cessation of the business operations of the Company;

(b)

the execution by the Company of a general assignment for the benefit of creditors or the appointment of a receiver or trustee to take possession of the property and assets of the Company; or

(c)

the consummation of a transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of the Company pursuant to the Articles.

3.	AGGREGATION OF SHARES

All issued share capital of the Company held or acquired by Affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate. As used herein, “Affiliate” means, with respect to any specified Holder, any other Holder who, directly or indirectly, controls, is controlled by or is under common control with such Holder, including, without limitation, any general partner, managing member, officer or director of such Holder, or any venture

capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company with, such Holder or is a Member of the Same Fund Group.

4.	CONFIDENTIALITY

Each Holder shall keep confidential and shall not disclose, divulge or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information:

(a)

is known or becomes known to the public in general (other than as a result of a breach of this section 4 by such Holder);

(b)

is or has been independently developed or conceived by the Holder without use of the Company’s confidential information; or

(c)

is or has been made known or disclosed to the Holder by a third party without a breach of any obligation of confidentiality such third party may have to the Company,

provided however, that a Holder may disclose confidential information:

(d)

to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company;

(e)

to any prospective purchaser of any Registrable Securities from such Holder, if such prospective purchaser agrees to be bound by the provisions of this section 4;

(f)

to any Affiliate, partner, member, shareholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Holder informs such person that such information is confidential and directs such person to maintain the confidentiality of such information; or

(g)

as may otherwise be required by law, provided that the Holder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

5.	MISCELLANEOUS

5.1	Governing Law

The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York without giving effect to principles of conflicts of law.

5.2	Entire Agreement

This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.

5.3	Amendments and Waivers

(a)

Any term of this Agreement may be amended or waived only with the written consent of:

(i)

the Company; and

(ii)

the Holders of a majority of the Registrable Securities.

(b)

Notwithstanding section 5.3(a), this Agreement may be amended with only the written consent of the Company for the sole purpose of including additional Lead Investors as Holders; such additional Holders shall become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement.

(c)

Any amendment or waiver effected in accordance with this section 5.3 shall be binding upon the Company, the Holders and each of their respective successors and assigns.

(d)

No failure or delay to exercise, or other relaxation or indulgence granted in relation to, any power, right or remedy under this Agreement shall operate as a waiver of it or impair or prejudice it nor shall any single or partial exercise or waiver of any power, right or remedy preclude its further exercise or the exercise of any other power, right or remedy.

5.4	Successors and Assigns

Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company may assign any of its rights and obligations under this Agreement, including but not limited to any successor entity in connection with a reorganization. Except as otherwise provided in section 1.13, no other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.

5.5	Notices

Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 72 hours after being deposited in the international mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Company’s books and records.

5.6	Severability

If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then:

(a)

such provision shall be excluded from this Agreement;

(b)

the balance of the Agreement shall be interpreted as if such provision were so excluded; and

(c)

the balance of the Agreement shall be enforceable in accordance with its terms.

5.7	Construction

This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favour of or against any one of the parties hereto.

5.8	Counterparts

This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile or scanned copy will have the same force and effect as execution of an original, and a facsimile or scanned signature will be deemed an original and valid signature.

Signature Pages Follow

The parties have executed this Registration Rights Agreement as of the date first written above.


THE COMPANY:

FARFETCH.COM LIMITED

By:		/s/ Jose Néves
		(Signature)
Name:		Jose Néves
Title:		Director
Address: Farfetch.com Limited
The Bower,
211 Old Street, London, EC1V 9NR
United Kingdom Email:##########

The parties have executed this Registration Rights Agreement as of the date first written above.


HOLDER:

Kadi Group Holding Limited

By:		/s/ Zhang Pang
		(Signature)
Name:		Zhang Pang
Title:		Director
Address: Geneva Place Waterfront Drive P.O. Box 3469 Road Town, Tortola British Virgin Islands Email: legalnotice@jd.com


HOLDER:

Condé Nast International Ltd

By:		/s/ Jonathan Newhouse
		(Signature)
Name:		Jonathan Newhouse
Title:		Director
Address: ##########
##########

Email: ##########

With a copy to:
Sabin, Bermant & Gould LLP
1 World Trade center, 44^th Floor
New York, NY 10007
USA
Attn: Jack S. Yeh
Email: ##################


HOLDER:

Advance Magazine Publishers Inc

By:		/s/ Robert A. Sauerberg, Jr.
		(Signature)
Name:		Robert A. Sauerberg, Jr.
Title:		Vice President

Address: 1 World Trade Center, 42^nd Floor
New York, NY 10007 Email: ##########

With a copy to:
Sabin, Bermant & Gould LLP
1 World Trade center, 44^th Floor
New York, NY 10007
USA
Attn: Jack S. Yeh
Email: ##################


HOLDER:

CN Commerce Ltd

By:		/s/ Robert A. Sauerberg, Jr.
		(Signature)
Name:		Robert A. Sauerberg, Jr.
Title:		Vice President

Address: 1 World Trade Center, 42^nd Floor
New York, NY 10007 Email: ##########

With a copy to:
Sabin, Bermant & Gould LLP
1 World Trade center, 44^th Floor
New York, NY 10007
USA
Attn: Jack S. Yeh
Email: ##################


HOLDER:

Index Ventures V (Jersey), L.P., by its Managing Central Partner, Index Venture Associates V Limited

By:		/s/ Alex Di Santo
		(Signature)
Name:		Alex Di Santo
Title:		Alternate Director

Address: 44 Esplande, St. Heller
Jersey, JE4 9WS Email: ##########


HOLDER:

Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P., by its Managing Central Partner, Index Venture Associates V Limited

By:		/s/ Alex Di Santo
		(Signature)
Name:		Alex Di Santo
Title:		Alternate Director

Address:
44 Esplande, St. Heller
Jersey, JE4 9WS

Email: ##########


HOLDER:

Yucca (Jersey) SLP

By:		/s/ Sarah Earles & Alex Di Santo
		(Signature)
Name:		Sarah Earles Alex Di Santo
Title:		Authorized Signatories

Address:
44 Esplande, St. Heller
Jersey, JE4 9WS

Email: ##########


HOLDER:

Farhold (Luxembourg) S.Á.R.L.

By:		/s/ Gael Sausy
		(Signature)
Name:		Gael Sausy
Title:		B Manager and authorized signatory

Address:
1 Rue Gildegard von Bingen
L-1282 Luxembourg

Email: ##########


HOLDER:

DST Global IV, L.P.

By:		/s/ DST Managers Limited
		(Signature)
Its:		General Partner
Name:		Despoina Zinonos
Title:		Director

Address:
c/o Tulloch & Co Solicitors, 4 Hill Street
London, W1J 5NE, United Kingdom

Email: ##########; ##########


HOLDER:

Sebatik Investments Limited

By:		/s/ Tee Mei Ling Diana
		(Signature)
Name:		Tee Mei Ling Diana
Title:		Vice President, Investment

Address: Level 37, Tower 2, Petronas
Twin Towers, KLCC 50088 Kuala Lumpur

Email: ##########


HOLDER:

TGF Participations Limited

By:		/s/ Nicole Hewson
		(Signature)
Name:		Nicole Hewson
Title:		Director, for and on behalf of Wilton Directors (IOM) Limited

Address: Grosvenor House, 66-67 Athol Street, Douglas
Isle of Man M11JE Email: corporateandlegal@wiltongroup.com


HOLDER:

Republic Technologies Pte Ltd

By:		/s/ Ang Peng Huat
		(Signature)
Name:		Ang Peng Huat
Title:		Authorized signatory

Address: Temasek Capital Management Pte. Ltd.
60B Orchard Road #06-18 Tower 2
Singapore 238891

Email: theatrium@orchard


HOLDER:

Advent Private Equity Fund IV

By:		/s/ Frederic Court
		(Signature)
Name:		Frederic Court
Title:		General Partner

Address: ##########
##########

Email: ##########


HOLDER:

Advent Industry L.P.

By:		/s/ Frederic Court
		(Signature)
Name:		Frederic Court
Title:		General Partner

Address:
##########
##########

Email: ##########


HOLDER:

Advent Management IV Limited Partnership

By:		/s/ Frederic Court
		(Signature)
Name:		Frederic Court
Title:		General Partner

Address:
##########
##########

Email: ##########


HOLDER:

Newsight Investment Holdings I Ltd

By:		/s/ Chi Sing HO
		(Signature)
Name:		Chi Sing HO
Title:		Authorized signatory
Address: ##########
########## Email: ##########


HOLDER:

Newsight Investment Holdings II Ltd

By:		/s/ Chi Sing HO
		(Signature)
Name:		Chi Sing HO
Title:		Authorized signatory

Address:
##########
##########

Email: ##########


HOLDER:

Legendre Holding 51 SAS

By:		/s/ Nicole Huet
		(Signature)
Name:		Nicole Huet
Title:		Director General

Address:
################
################

Email: ################

Schedule A

Kadi Group Holding Limited

Condé Nast International Ltd

Advance Magazine Publishers Inc

CN Commerce Ltd

Index Ventures V (Jersey), L.P.

Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P.

Yucca (Jersey) SLP

Farhold (Luxembourg) S.Á.R.L.

DST Global IV, L.P.

Sebatik Investments Limited

TGF Participations Limited

Republic Technologies Pte Ltd

Advent Private Equity Fund IV

Advent Industry L.P.

Advent Management IV Limited Partnership

Newsight Investment Holdings I Ltd

Newsight Investment Holdings II Ltd

Legendre Holding 51 SAS

EX-4.2 4 d532260dex42.htm EX-4.2 EX-4.2

Exhibit 4.2

PRIVILEGED AND CONFIDENTIAL

EXECUTION VERSION

8 August 2018

KADI GROUP HOLDING LIMITED

and

JOSÉ NEVES

and

TGF PARTICIPATIONS LIMITED

DEED OF AMENDMENT

related to

COMMITMENT AGREEMENT

LOGO

99 Bishopsgate

London EC2M 3XF

United Kingdom

Tel: +44.20.7710.1000

www.lw.com

TABLE OF CONTENTS


Clause		Page

1.	DEFINITIONS AND INTERPRETATION		1

2.	AMENDMENTS		1

3.	COUNTERPARTS		1

4.	GOVERNING LAW AND JURISDICTION		1

THIS DEED OF AMENDMENT is made on 8 August 2018

BETWEEN

(1)	KADI GROUP HOLDING LIMITED having its registered office at Geneva Place, Waterfront Drive, P.O. Box 3469, Road Town, Tortola, British Virgin Islands and a company number of 1942039 (“JD”);

(2)	JOSÉ NEVES of ########################################## (the “Founder Shareholder”); and

(3)	TGF PARTICIPATIONS LIMITED having its registered office at Grosvenor House, 66-67 Athol Street, Douglas, Isle of Man IM1 1JE and a company number of 0077463V (the “Trustee Shareholder” and together with the Founder Shareholder, the “Shareholders”).

WHEREAS

(A)	The parties hereto entered into a commitment agreement on 21 June 2017 relating to the Company (the “Agreement”).

(B)	The parties wish to amend the Agreement on the basis set out in this deed of amendment, in accordance with clause 7.3 therein.

(C)	This deed of amendment is supplemental to and should be read in conjunction with, and construed as one document with, the Agreement.

IT IS AGREED THAT

1.	DEFINITIONS AND INTERPRETATION

Terms used in this deed of amendment shall, unless otherwise defined herein or the context otherwise requires, bear the meaning ascribed to them in the Agreement.

2.	AMENDMENTS

2.1	Each of the parties to this deed of amendment hereby agrees that with effect from the date hereof the Agreement shall be amended in accordance with the changes shown in the revised conformed copy thereof attached at Schedule 1.

2.2	Each of the parties to this deed of amendment hereby acknowledges that, in accordance with clause 7.3 of the Agreement, any variation or amendment of the Agreement shall be valid, effective and binding upon all parties if it is in writing and duly signed by or on behalf of the parties.

3.	COUNTERPARTS

This deed of amendment may be executed in any number of counterparts. Each counterpart shall constitute an original of this deed of amendment but all the counterparts together shall constitute but one and the same instrument.

4.	GOVERNING LAW AND JURISDICTION

4.1	This deed of amendment and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

4.2	The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any Disputes, and waive any objection to proceedings before such courts on the grounds of venue or on the grounds that such proceedings have been brought in an inappropriate forum.

4.3

For the purposes of this Clause, “Dispute” means any dispute, controversy, claim or difference of whatever nature arising out of, relating to, or having any connection with this amendment agreement, including a dispute regarding the existence, formation, validity, interpretation, performance or termination of this amendment agreement or the consequences of its nullity and also including any dispute relating to any non-contractual rights or obligations arising out of, relating to, or having any connection with this amendment agreement.

SCHEDULE 1

AMENDED AND RESTATED AGREEMENT

8 August 2018

KADI GROUP HOLDING LIMITED

and

JOSÉ NEVES

and

TGF PARTICIPATIONS LIMITED

AMENDED AND RESTATED

COMMITMENT AGREEMENT

LOGO

99 Bishopsgate

London EC2M 3XF

United Kingdom

Tel: +44.20.7710.1000

www.lw.com

TABLE OF CONTENTS


1.	DEFINITIONS AND INTERPRETATION	1

2.	VOTING AGREEMENT	4

3.	LOCK UP	4

4.	CONFIDENTIALITY	5

5.	TERMINATION	5

6.	ENTIRE AGREEMENT AND REMEDIES	5

7.	WAIVER AND VARIATION	6

8.	INVALIDITY	6

9.	ASSIGNMENT	6

10.	NOTICES	6

11.	COSTS	8

12.	RIGHTS OF THIRD PARTIES	8

13.	COUNTERPARTS	8

14.	GOVERNING LAW AND JURISDICTION	8

THIS AGREEMENT (amending and restating the Commitment Agreement made on 21 June 2017) is made as a deed on 8 August 2018 and is made between:

(1)	KADI GROUP HOLDING LIMITED having its registered office at Geneva Place, Waterfront Drive, P.O. Box 3469, Road Town, Tortola, British Virgin Islands and a company number of 1942039 (“JD”);

(2)	JOSÉ NEVES of flat ########################################## (the “Founder Shareholder”); and

(3)	TGF PARTICIPATIONS LIMITED having its registered office at Grosvenor House, 66-67 Athol Street, Douglas, Isle of Man IM1 1JE and a company number of 0077463V (the “Trustee Shareholder” and together with the Founder Shareholder, the “Shareholders”),

(each a “Party” and together the “Parties”).

WHEREAS

(A)	As of the date of this Agreement, the Trustee Shareholder is the owner of an aggregate of 8,571,616 ordinary shares of the share capital of Farfetch.com Limited (“Farfetch”).

(B)	On 21 June 2017, JD and the Shareholders, among others, entered into a subscription and shareholders’ agreement governing the manner in which JD and the Shareholders will act in relation to the Company (the “Subscription and Shareholders’ Agreement”).

(C)	The Shareholders have agreed to enter into this Agreement in order to provide certain commitments to JD.

IT IS AGREED AS FOLLOWS:

1.	DEFINITIONS AND INTERPRETATION

1.1	In this Agreement, unless the context otherwise requires:

“Affiliate” means, with respect to any person, any other person that directly or indirectly controls or is controlled by the subject person or together with the subject person is jointly controlled by any third party. “control” (including, its correlative meanings “controlled by”) means a person directly or indirectly owns at least 50% of the equity interests or voting rights of such subject person, or directly or indirectly has an actual discretion or controlling power over the operation of such subject person by entry into contractual arrangements or by other means. With respect to any person, its “Affiliates” includes the Subsidiaries, whether directly or indirectly owned, that are controlled by it (including the PRC domestic affiliate companies controlled by such person through a variable interest entity structure);

“Business Day” means a day (other than a Saturday or Sunday) on which English clearing banks are open for the transaction of normal banking business in the City of London;

“Company” Farfetch or a New Holding Company;

“Dispute” means any dispute, controversy, claim or difference of whatever nature arising out of, relating to, or having any connection with this Agreement, including a dispute regarding the existence, formation, validity, interpretation, performance or termination of this Agreement or the consequences of its nullity and also including any dispute relating to any non-contractual rights or obligations arising out of, relating to, or having any connection with this Agreement;

“Encumber” has the meaning given in the Subscription and Shareholders’ Agreement;

“Existing Shareholding” means 8,201,006 series G preferred shares in the capital of Farfetch held by JD as at the date hereof;

“Family Trust” has the meaning given in the Articles of Association of the Company;

“Forward Purchase Agreement” means the forward purchase agreement between JD and the Company in respect of the Company (as amended from time to time);

“Governmental Entity” means (i) any national, federal, state, county, municipal, local, or foreign government or any entity exercising executive, legislative, judicial, regulatory, taxing, or administrative functions of or pertaining to government, (ii) any public international organization, (iii) any agency, division, bureau, department, or other political subdivision of any government, entity, or organisation described in the foregoing Clauses (i) or (ii) of this definition, (iv) any company, business, enterprise, or other entity owned, in whole or in part, or controlled by any government, entity, organisation, or other person described in the foregoing Clauses (i), (ii), or (iii) of this definition, or (v) any political party;

“Gross Proceeds” means the aggregate of the amounts raised by the Company or any shareholder, from the sale of shares in the Company to the public pursuant to the IPO, including cornerstone investments, prior to paying any IPO related expenses including, without limitation, underwriters’ discounts and fees, legal expenses, auditors’ fees and similar third party expenses;

“Group” means the Company and its Subsidiaries and Subsidiary undertakings;

“Investment” means the acquisition by JD of the Existing Shareholding which represents approximately fifteen percent. (15%) of the fully diluted share capital of the Company on 21 June 2017;

“IPO” means the admission of all or any class of shares of the Company or securities representing those shares (including without limitation American depositary receipts, American depositary shares and/or other instruments) to or the grant of permission by any like authority for the same to be admitted to or traded or quoted on the NYSE, NASDAQ or on the Official List of the United Kingdom Listing Authority or on the AIM Market operated by the London Stock Exchange Plc or any other recognised investment exchange (as defined in section 285 of the Financial Services and Markets Act 2000);

“Laws” means all applicable legislation, statutes, directives, regulations, judgments, decisions, decrees, orders, instruments, by-laws, and other legislative measures or decisions having the force of law, treaties, conventions and other agreements between states, or between states and the European Union or other supranational bodies, rules of common law, customary law and equity and all civil or other codes and all other laws of, or having effect in, any jurisdiction from time to time;

“Lead Investors” has the meaning given in the Subscription and Shareholders’ Agreement;

“Lock-up Period” means the period commencing on the date of the Qualified IPO and ending on the second anniversary thereafter;

“Lock-up Shares” has the meaning given in Clause 3.1;

“New Holding Company” means any person or company that is the registrant in connection with the IPO;

“Qualified IPO” means an IPO which either: (a) achieves a price per share in the Company of no less than the sum of (i) US$48.40 (appropriately and proportionally adjusted to reflect any share split, reverse share split, combination of shares, reclassification, recapitalisation or other

similar event affecting the number of outstanding shares) plus (ii) interest at 10% per annum on such amount accruing on a daily basis and compounding annually (on the assumption of a 365 day per year basis) from the date of the Investment until the IPO; and (b) results in Gross Proceeds of at least US$350,000,000 excluding any subscription amounts invested by JD in the Company pursuant to the IPO and this Agreement; or (c) is agreed to be a “Qualified IPO” by the Company and JD in writing;

“Subsidiary” with respect to any person, means any other person, whether or not existing on the date hereof, in which the specified person directly or indirectly through subsidiaries or otherwise, beneficially owns at least fifty percent (50%) of either the equity interest or voting power of or in such other person or otherwise controls such other person, whether through contract or otherwise (including, for the avoidance of doubt, any variable interest entities that are consolidated into the financial statements of such person); and

“Working Hours” means 9:30 am to 5:30 pm on a Business Day.

1.2	In this Agreement, unless the context otherwise requires:

(a)

references to clauses and sub-clauses are references to Clauses and Sub-Clauses of this Agreement;

(b)

references to the singular shall include the plural and vice versa and references to one gender include any other gender;

(c)

references to a “Party” includes its successors in title, personal representatives and permitted assigns;

(d)

references to a “person” includes any individual, partnership, body corporate, corporation sole or aggregate, state or agency of a state, and any unincorporated association or organisation, in each case whether or not having separate legal personality;

(e)

references to a “company” includes any company, corporation or other body corporate wherever and however incorporated or established;

(f)

references to times of the day are to London time unless otherwise stated;

(g)

references to writing shall include any modes of reproducing words in a legible and non-transitory form;

(h)

references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court official or any other legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term;

(i)

words introduced by the word “other” shall not be given a restrictive meaning because they are preceded by words referring to a particular class of acts, matters or things; and

(j)

general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words and the words “includes” and “including” shall be construed without limitation.

1.3	The headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement.

1.4	References to this Agreement include this Agreement as amended or varied in accordance with its terms.

2.	VOTING AGREEMENT

2.1	In the event that:

(a)

an IPO takes place; and

(b)

Qiangdong (Richard) Liu is a director of the Company immediately prior to such IPO; and

(c)

JD (and/or its Affiliates) holds no less than ten percent. (10%) of the fully diluted share capital of the Company immediately prior to such IPO,

the Shareholders agree to exercise all voting rights held by them and attaching to the shares in the Company (to the extent possible by the exercise of such voting rights and otherwise as restricted by Law) so as to vote in favour of any shareholder resolution circulated after the IPO proposing to appoint Qiangdong (Richard) Liu as a director of the Company. In addition, the Founder Shareholder shall use all reasonable endeavours to seek commitment from the other Lead Investors to support Qiangdong (Richard) Liu remaining as a director of the Company after the IPO.

3.	LOCK UP

3.1	In the event that a Qualified IPO takes place, and JD continues to hold all of the shares in the capital of the Company held by it prior to the time of the Qualified IPO, the Shareholders shall (in aggregate):

(a)

subject to the foregoing, retain all of the shares in the Company held by him / it immediately prior to the time of the Qualified IPO (the “Lock-up Shares”) for the duration of the Lock-up Period, provided that up to the lower of: (i) three percent. (3%) of the share capital of the Company immediately prior to the time of the Qualified IPO; or (ii) twenty percent. (20%) of the shares in the Company held by him / it immediately prior to the time of the Qualified IPO, shall not constitute “Lock-up Shares” and therefore will not be subject to any such restrictions during the Lock-up Period;

(b)

not, during the Lock-up Period, transfer, Encumber, mortgage, charge or otherwise dispose of the whole or any part of its interest in, or grant any option or other rights over, any Lock-up Shares (other than those shares not subject to such restrictions pursuant to (a)(i) or (ii) above) to any person or publicly disclose an intention to do any of the foregoing or make any demand for, or exercise any right with respect to, the registration of the Lock-up Shares, other than transfers of the Lock-up Shares: (A) to any Family Trust for the purpose of bona fide estate planning, (B) in connection with the cashless exercise of stock options solely in the case of termination of employment or board service following death, disability or other than for cause, (C) in connection with a tender offer, merger, consolidation or other similar transaction or offer involving a change of control of the Company made to all holders of shares in the capital of the Company or (D) with the prior consent of JD; and

(c)

have regard to the recommendation of the Company’s underwriters or brokers on the Qualified IPO or any subsequent registered securities offering in determining their respective sale of shares in connection with the Qualified IPO or subsequent registered securities offering and shall make such determination with a view to ensuring the success of the Qualified IPO or subsequent securities offering.

3.2	In the event that:

(a)

JD is in breach (which is not remedied within 30 days of written notification of such breach by the Shareholders to JD) of Clause 3.4 of the Forward Purchase Agreement, the provisions of Clause 3.1 of this Agreement shall terminate and immediately cease and determine and no longer be binding on the Shareholders; or

(b)

the provisions of Clause 3.4 of the Forward Purchase Agreement terminate and are no longer binding on JD, the provisions of Clause 3.1 of this Agreement shall terminate and immediately cease and determine and no longer be binding on the Shareholders,

in both instances other than any breach which itself has occurred due to a breach occurring under or pursuant to Clause 3.5.2 of the Forward Purchase Agreement.

4.	CONFIDENTIALITY

Neither the Company nor the Shareholders shall make any public statement in relation to this Agreement or disclose any information contained in it or the transactions contemplated hereby save for:

(a)

any public statement or disclosure made by the Company in connection with the IPO;

(b)

any public statement or disclosure made by the Company or the Shareholders required by Law. If the Company or the Shareholders (as the case may be) reasonably believes that this Sub-Clause (b) applies, it shall, as far as it is practicable and lawful to do so, first consult with the other Party to give them an opportunity to contest the public statement or disclosure and then take into account the Company or the Shareholders’ (as the case may be) reasonable requirements about the proposed form, timing, nature and extent of the public statement or disclosure; and

(c)

any public statement or disclosure made with the written consent of the other Party.

5.	TERMINATION

5.1	This Agreement may be terminated by the mutual written consent of the Shareholders and JD.

5.2

In the event of termination of this Agreement as provided in Clause 5.1, this Agreement shall forthwith become void and of no further force or effect (except for Clauses 4 and 5.2, which shall survive such termination) and there shall be no liability on the part of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) except that nothing herein shall relieve any Party from liability for any breach of this Agreement at or prior to termination.

6.	ENTIRE AGREEMENT AND REMEDIES

6.1

This Agreement and any documents expressed to be entered into in connection with them, sets out the entire agreement between the Parties relating to the subject matter of this Agreement and, save to the extent expressly set out in this Agreement, supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto. This Clause 6 shall not exclude any liability for or remedy in respect of fraudulent misrepresentation.

6.2	The rights, powers, privileges and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers, privileges or remedies provided by Law.

7.	WAIVER AND VARIATION

7.1

A failure or delay by a Party to exercise any right or remedy provided under this Agreement or Law, whether by conduct or otherwise, shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by Law, whether by conduct or otherwise, shall preclude or restrict the further exercise of that or any other right or remedy.

7.2

A waiver of any right or remedy under this Agreement shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A Party that waives a right or remedy provided under this Agreement or by Law in relation to another Party does not affect its rights in relation to any other Party.

7.3	Unless otherwise specified in this Agreement, any variation or amendment of this Agreement or any of the documents referred to in it shall be valid, effective and binding upon all Parties if it is in writing and duly signed by or on behalf of the Parties.

7.4

Unless expressly agreed, no variation or amendment shall constitute a general waiver of any provision of this Agreement, nor shall it affect any rights or obligations under or pursuant to this Agreement which have already accrued up to the date of variation or amendment and the rights and obligations under or pursuant to this Agreement shall remain in full force and effect except and only to the extent that they are varied or amended.

8.	INVALIDITY

If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable under the laws of any jurisdiction, this shall not affect:

(a)

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

(b)

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

the Parties shall negotiate in good faith to replace such provision with a legal, valid and enforceable provision which, as far as possible, has the same commercial effect as the provision which it replaces.

9.	ASSIGNMENT

No Party 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.

10.

NOTICES

10.1	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 10.2 and served:

(a)

by leaving it at the relevant address in which case it shall be deemed to have been given upon delivery to that address;

(b)

by air courier, in which case it shall be deemed to have been given two Business Days after its delivery to a representative of the courier unless evidence of receipt is received earlier; or

(c)

by e-mail, in which case it shall be deemed to have been given two hours following despatch unless evidence of receipt is received earlier (other than by an automated reply generated in response to such email),

provided that in the case of Sub-Clause (c) any notice despatched other than between the Working Hours shall be deemed given at the start of the next period of Working Hours.

10.2	Notices under this Agreement shall be sent for the attention of the person and to the address, or e-mail address, subject to Clause 10.3, as follows:

To JD by notice to:

Attn: Legal Department (Mergers and Acquisitions Team)

Address: 21/F, Building A, No.18 Kechuang 11th Street, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing 101111, PRC

Email: ##################

With a copy to (such copy not constituting notice):

Attn: Jie Jeffrey Sun

Address: ###############################################

Email: ######################

To the Founder Shareholder by notice to:

Attn: James Maynard

Address: Farfetch, The Bower, 4th Floor, 211 Old Street, London

Email: ##########################

With a copy to:

Attn: Josh Kiernan and Robbie McLaren, c/o Latham & Watkins (London) LLP

Address: 99 Bishopsgate, London EC2M 3XF, United Kingdom

Email: ###################; #####################

To the Trustee Shareholder by notice to:

Address: TGF Participations Limited, Grosvenor House, 66-67 Athol Street, Douglas, Isle of Man IM1 1JE

Email: #################################

With a copy to:

Attn: Josh Kiernan and Robbie McLaren, c/o Latham & Watkins (London) LLP

Address: 99 Bishopsgate, London EC2M 3XF, United Kingdom

Email: ###################; #####################

10.3	Any Party to this Agreement may notify the other Party of any change to its address or other details specified in Clause 10.2 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.

11.

COSTS

Each Party shall bear its or his own costs and expenses in relation to the preparation, negotiation and completion of this Agreement and any documents referred to herein, and the implementation of such documents.

12.

RIGHTS OF THIRD PARTIES

A person who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

13.

COUNTERPARTS

14.

GOVERNING LAW AND JURISDICTION

14.1	This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

14.2	The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any Disputes, and waive any objection to proceedings before such courts on the grounds of venue or on the grounds that such proceedings have been brought in an inappropriate forum.

This DEED OF AMENDMENT has been executed and is delivered and takes effect on the date stated at the beginning of it.


Executed and delivered as a Deed
By KADI GROUP HOLDING LIMITED				/s/ Nani Wang
acting by Nani Wang, a director

in the presence of the following witness:
Witness signature: /s/ Jeuxi Liu
Name: Jeuxi Liu
Address: ###, ######## #, ##. ## ####### ## #####, ###, ####
Occupation: Senior Legal Director

Executed and delivered as a Deed
by JOSÉ NEVES				/s/ José Neves

in the presence of the following witness:
Witness signature: /s/ Mariam Usmani
Name: Mariam Usmani
Address: The Bower, 211 Old Street, London EC1V9NR
Occupation: Executive Assistant

Executed and delivered as a Deed
By TGF PARTICIPANTS LIMITED				/s/ Wihio Dueduro
acting by Wihio Dueduro, a director

in the presence of the following witness:
Witness signature: /s/ Theunis Bassage
Name: Theunis Bassage
Address: ######### ##### ##-## ##### ##### #######, #### ## ###
Occupation: Head of Corporate and Legal

EX-4.3 5 d532260dex43.htm EX-4.3 EX-4.3

Exhibit 4.3

LOGO

ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# CLASS A ORDINARY SHARES    CLASS A ORDINARY SHARES PAR VALUE $.00     Certificate Number ZQ00000000 Farfetch Shares * * 000000 ****************** * * * 000000 ***************** **** 000000 **************** ***** 000000 *************** ****** 000000 ************** FARFETCH LIMITED     INCORPORATED UNDER THE LAWS OF CAYMAN ISLANDS     ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample    SEE REVERSE FOR CERTAIN DEFINITIONS **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David
THIS CERTIFIES THAT    Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr.
Alexander David SampleMR.**** Mr. AlexanderSAMPLEDavid Sample **** Mr. Alexander&DavidMRS.Sample **** Mr AlexanderSAMPLEDavid Sample **** Mr. Alexander& David Sample ****    CUSIP XXXXXX XX X
Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample     **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David
Sample **** Mr. AlexanderMR.David Sample SAMPLE**** Mr. Alexander David Sample ****&Mr. AlexanderMRS.David SampleSAMPLE**** Mr. Alexander David Sample **** Mr. Alexander     David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr.
Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample ****     Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Sample **** Mr. Sample     is the owner of    **000000**Shares****000000**Shares****000000**Shares**** 000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares*** *000000**Shares****000000**Shares****000000**Shares****000000**Shares**** 000000**Shares****000000**Shares****000000**Shares****000000**Shares****
000000**Shares****000000**Shares****000000**Shares****000000**Shares**** 000000**Shares****000000**Shares****000000**Shares****000000**Shares****0    THESE SHARES ARE TRANSFERABLE IN 00000**Shares****000000**Shares****000000**Shares****000000** Shares**** 000000**Shares****000000**Shares****000000**Shares**** 000000**Shares****00*** ZERO HUNDRED THOUSAND
0000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000    CITIES DESIGNATED BY THE TRANSFER
000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****0000    AGENT, AVAILABLE ONLINE AT
00**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****00000
0**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000ZERO HUNDRED AND ZERO***    www.computershare.com
**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000*
*Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000**
Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000**S
FULLY-PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES IN THE CAPITAL OF
Farfetch Limited (hereinafter called the “Company”), transferable on the books of the Company in person or by duly authorized attorney, upon executive and delivery of the transfer form overleaf. This Certificate and the shares described herein, are issued and shall be held subject to all of the provisions of the Memorandum and Articles of Association, as amended of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized director.
DATED DD-MMM-YYYY FETCH LIMI T     COUNTERSIGNED AND REGISTERED: A R ORPORA T    E COMPUTERSHARE TRUST COMPANY, N.A. F    C E D TRANSFER AGENT AND REGISTRAR, President     May 15, 2018 CA     D S Y M A N ISLA N By AUTHORIZED SIGNATURE 1234567 PO BOX 43004, Providence, RI 02940-3004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 CUSIP/IDENTIFIER XXXXXX XX X Holder ID XXXXXXXXXX Insurance Value 1,000,000.00 Number of Shares 123456 DTC 12345678 123456789012345 Certificate Numbers Num/No Denom. . Total 1234567890/1234567890 11 1 1234567890/1234567890 22 2 1234567890/1234567890 33 3 1234567890/1234567890 44 4 1234567890/1234567890 55 5 1234567890/1234567890 66 6 Total Transaction 7

LOGO

FARFETCH LIMITED THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF SHARES IN THE CAPITAL OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH CLASS, WHICH ARE FIXED BY THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY, AS AMENDED. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED SHARE CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM—as tenants in common UNIF GIFT MIN ACT -Custodian (Cust)(Minor) TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act (State) JT TEN - as joint tenants with right of survivorship UNIF TRF MIN ACT-Custodian (until age) and not as tenants in common (Cust) under Uniform Transfers to Minors Act (Minor)(State) Additional abbreviations may also be used though not in the above list. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE For value received, ____________________________hereby sell, assign and transfer unto
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
Shares of the ordinary shares described by the Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said shares on the books of the within-named Company with full power of substitution in the premises.
Dated: __________________________________________20__________________
Signature: ____________________________________________________________
Signature: ____________________________________________________________ Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever. Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. The IRS requires that the named transfer agent (“we”) report the cost basis of certain shares or units acquired after January 1, 2011. If your shares or units are covered by the legislation, and you requested to sell or transfer the shares or units using a specific cost basis calculation method, then we have processed as you requested. If you did not specify a cost basis calculation method, then we have defaulted to the first in, first out (FIFO) method. Please consult your tax advisor if you need additional information about cost basis. If you do not keep in contact with the issuer or do not have any activity in your account for the time period specified by state law, your property may become subject to state unclaimed property laws and transferred to the appropriate state. SECURITY INSTRUCTIONS THIS IS WATER MARKED PAPER, DO NOT ACCEPT WITHOUT NOTING WATERMARK. HOLD TO LIGHT TO VERIFY WATERMARK. 1234567

EX-10.1 6 d532260dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

INDEMNIFICATION AND ADVANCEMENT AGREEMENT

This Indemnification and Advancement Agreement (“Agreement”) is made on [ 🌑 ], 2018 by and between Farfetch Limited, an exempted company incorporated under the laws of Cayman Islands (the “Company”), and [ 🌑 ], [a member of the Board of Directors/an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement.

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers, or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification and advancement of expenses against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. The Articles require indemnification of the officers and directors of the Company. The Articles expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification and advancement of expenses;

WHEREAS, the uncertainties relating to such insurance, to indemnification, and to advancement of expenses may increase the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its shareholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Articles and any resolutions adopted pursuant thereto, and is not a substitute therefor, nor diminishes or abrogates any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee does not regard the protection available under the Articles and insurance as adequate in the present circumstances, and may not be willing to serve or continue to serve as an officer or director without adequate additional protection, and the Company desires Indemnitee to serve or continue to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified and be advanced expenses.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Services to the Company. Indemnitee agrees to serve as a [director/officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law). This Agreement does not create any obligation on the Company to continue Indemnitee in such position and is not an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.

Section 2. Definitions. As used in this Agreement:

(a) “Agent” means any person who is authorized by the Company or an Enterprise to act for or represent the interests of the Company or an Enterprise, respectively.

(b) “Articles” means the Memorandum and Articles of Association of the Company, as amended, restated and/or supplemented from time to time.

(c) A “Change in Control” occurs upon the earliest to occur after the date of this Agreement of any of the following events:

i. Acquisition of Shares by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative beneficial ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares in the capital of the Company entitled to vote generally in the election of directors;

ii. Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(b)(i), 2(b)(iii) or 2(b)(iv)) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

iii. Corporate Transactions. The effective date of an amalgamation, merger or consolidation of the Company with any other entity, other than an amalgamation, merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such amalgamation, merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such amalgamation, merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

-2-

iv. Liquidation. The adoption by the shareholders of the Company of a special resolution for the voluntary winding-up of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and

v. Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.

vi. For purposes of this Section 2(b), the following terms have the following meanings:

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time.

“Person” has the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person excludes (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company.

“Beneficial Owner” has the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner excludes any Person otherwise becoming a Beneficial Owner by reason of the shareholders of the Company approving a merger of the Company with another entity.

(d) “Corporate Status” describes the status of a person who is or was acting as a director, officer, employee, fiduciary, or Agent of the Company or an Enterprise.

(e) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(f) “Enterprise” means any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity for which Indemnitee is or was serving at the request of the Company as a director, officer, employee, or Agent.

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(g) “Expenses” includes all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 14(d) only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable in the good faith judgment of such counsel will be presumed conclusively to be reasonable. Expenses, however, do not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(h) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” does not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(i) “Potential Change in Control” means the occurrence of any of the following events: (i) the Company enters into any written or oral agreement, undertaking or arrangement, the consummation of which would result in the occurrence of a Change in Control; (ii) any Person or the Company publicly announces an intention to take or consider taking actions which if consummated would constitute a Change in Control; (iii) any Person who becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 5% or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such Person on the date hereof; or (iv) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(j) The term “Proceeding” includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, legislative, or investigative (formal or informal) nature,

-4-

including any appeal therefrom, in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or by reason of any action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s part while acting pursuant to Indemnitee’s Corporate Status, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement. A Proceeding also includes a situation the Indemnitee believes in good faith may lead to or culminate in the institution of a Proceeding.

Section 3. Indemnity in Third-Party Proceedings. The Company will indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, unless such Proceedings arose as a result of the Indemnitee’s own willful misconduct or actual fraud as determined by a court of competent jurisdiction.

Section 4. Indemnity in Proceedings by or in the Right of the Company. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, unless such Proceedings arose as a result of the Indemnitee’s own willful misconduct or actual fraud as determined by a court of competent jurisdiction. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless, and only to the extent that, the Cayman court or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

Section 5. Indemnification for Expenses of an Indemnitee Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding to the extent that Indemnitee is successful, on the merits or otherwise. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by law. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, will be deemed to be a successful result as to such claim, issue or matter.

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Section 6. Indemnification For Expenses of a Witness. Notwithstanding any other provision of this Agreement and to the fullest extent permitted by applicable law, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding to which Indemnitee is not a party but to which Indemnitee is a witness, deponent, interviewee, or otherwise asked to participate.

Section 7. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company will indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Section 8. Additional Indemnification. Notwithstanding any limitation in Sections 3, 4, or 5, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor).

Section 9. Exclusions. Notwithstanding any provision in this Agreement, the Company is not obligated under this Agreement to make any indemnification payment to Indemnitee in connection with any Proceeding:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except to the extent provided in Section 16(b) and except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

(b) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the U.S. Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act) or (iii) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or

(c) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to indemnification or advancement, of Expenses, including a Proceeding (or any part of any Proceeding) initiated pursuant to Section 14 of this Agreement, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

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Section 10. Advances of Expenses.

(a) The Company will advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or any Proceeding (or any part of any Proceeding) initiated by Indemnitee if (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to obtain indemnification or advancement of Expenses from the Company or Enterprise, including a proceeding initiated pursuant to Section 14 or (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation. The Company will advance the Expenses within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding.

(b) Advances will be unsecured and interest free. Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, thus Indemnitee qualifies for advances upon the execution of this Agreement and delivery to the Company. No other form of undertaking is required other than the execution of this Agreement. The Company will make advances without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.

Section 11. Procedure for Notification of Claim for Indemnification or Advancement.

(a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the facts underlying the Proceeding and provide such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. Indemnitee’s failure to notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The General Counsel and/or Secretary of the Company will, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification or advancement.

(b) The Company will be entitled to participate in the Proceeding at its own expense.

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Section 12. Procedure Upon Application for Indemnification.

(a) Unless a Change of Control has occurred, the determination of Indemnitee’s entitlement to indemnification will be made:

i. by a majority vote of the Disinterested Directors, even though less than a quorum of the Board;

ii. by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board;

iii. if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by written opinion provided by Independent Counsel selected by the Board; or

iv. if so directed by the Board, by the shareholders of the Company by ordinary resolution.

(b) If a Change in Control has occurred, the determination of Indemnitee’s entitlement to indemnification will be made by written opinion provided by Independent Counsel selected by Indemnitee (unless Indemnitee requests such selection be made by the Board).

(c) The party selecting Independent Counsel pursuant to subsection (a)(iii) or (b) of this Section 12 will provide written notice of the selection to the other party. The notified party may, within ten (10) days after receiving written notice of the selection of Independent Counsel, deliver to the selecting party a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Cayman Court has determined that such objection is without merit. If, within thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof and the final disposition of the Proceeding, Independent Counsel has not been selected or, if selected, any objection to has not been resolved, either the Company or Indemnitee may petition the Cayman Court for the appointment as Independent Counsel of a person selected by such court or by such other person as such court designates. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel will be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(d) Indemnitee will cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company will advance and pay any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making the indemnification determination irrespective of the

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determination as to Indemnitee’s entitlement to indemnification and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing of the determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied and providing a copy of any written opinion provided to the Board by Independent Counsel.

(e) If it is determined that Indemnitee is entitled to indemnification, the Company will make payment to Indemnitee within ten (10) days after such determination.

Section 13. Presumptions and Effect of Certain Proceedings.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination will, to the fullest extent not prohibited by law, presume Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Company will, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, will be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) If the determination of the Indemnitee’s entitlement to indemnification has not made pursuant to Section 12 within sixty (60) days after the latter of (i) receipt by the Company of Indemnitee’s request for indemnification pursuant to Section 11(a) and (ii) the final disposition of the Proceeding for which Indemnitee requested Indemnification (the “Determination Period”), the requisite determination of entitlement to indemnification will, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee will be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. The Determination Period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, the Determination Period may be extended an additional fifteen (15) days if the determination of entitlement to indemnification is to be made by the shareholders pursuant to Section 12(a)(iv) of this Agreement.

(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, will not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee’s actions or conduct constituted willful misconduct or actual fraud.

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(d) The knowledge and/or actions, or failure to act, of any director, officer, trustee, partner, managing member, fiduciary, agent or employee of the Enterprise may not be imputed to Indemnitee for purposes of determining Indemnitee’s right to indemnification under this Agreement.

Section 14. Remedies of Indemnitee.

(a) Indemnitee may commence litigation against the Company in the Cayman court to obtain indemnification or advancement of Expenses provided by this Agreement in the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) the Company does not advance Expenses pursuant to Section 10 of this Agreement, (iii) the determination of entitlement to indemnification is not made pursuant to Section 12 of this Agreement within the Determination Period, (iv) the Company does not indemnify Indemnitee pursuant to Section 5 or 6 or the second to last sentence of Section 12(d) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) the Company does not indemnify Indemnitee pursuant to Section 3, 4, 7, or 8 of this Agreement within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee must commence such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such Proceeding pursuant to this Section 14(a); provided, however, that the foregoing clause does not apply in respect of a Proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section 5 of this Agreement. The Company will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) If a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 will be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee may not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 14 the Company will have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be and will not introduce evidence of the determination made pursuant to Section 12 of this Agreement.

(c) If a determination is made pursuant to Section 12 of this Agreement that Indemnitee is entitled to indemnification, the Company will be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

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(d) The Company is, to the fullest extent not prohibited by law, precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and will stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(e) It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company, to the fullest extent permitted by law, will (within ten (10) days after receipt by the Company of a written request therefor) advance to Indemnitee such Expenses which are incurred by Indemnitee in connection with any action concerning this Agreement, Indemnitee’s right to indemnification or advancement of Expenses from the Company, or concerning any directors’ and officers’ liability insurance policies maintained by the Company. and will indemnify Indemnitee against any and all such Expenses unless the court determines that each of the Indemnitee’s claims in such Proceeding were made in bad faith or were frivolous or are prohibited by law.

Section 15. Establishment of Trust.

(a) In the event of a Potential Change in Control or a Change in Control, the Company will, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee will fund such Trust in an amount sufficient to satisfy the reasonably anticipated indemnification and advancement obligations of the Company to the Indemnitee in connection with any Proceeding for which Indemnitee has demanded indemnification and/or advancement prior to the Potential Change in Control or Change in Control (the “Funding Obligation”). The trustee of the Trust (the “Trustee”) will be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in this Section 15 relieves the Company of any of its obligations under this Agreement.

(b) The amount or amounts to be deposited in the Trust pursuant to the Funding Obligation will be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent Counsel selected in accordance with Section 12(b) of this Agreement. The terms of the Trust will provide that, except upon the consent of both the Indemnitee and the Company, upon a Change in Control: (i) the Trust may not be revoked, or the principal thereof invaded, without the written consent of the Indemnitee; (ii) the Trustee will advance, to the fullest extent permitted by applicable law, within two (2) business days of a request by the Indemnitee; (iii) the Company will continue to fund the Trust in accordance with the Funding Obligation; (iv) the Trustee will promptly pay to the Indemnitee all amounts for which the Indemnitee is entitled to indemnification pursuant to this Agreement or otherwise; and (v) all unexpended funds in such

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Trust revert to the Company upon mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel selected in accordance with Section 12(b) of this Agreement, that the Indemnitee has been fully indemnified under the terms of this Agreement. New York law (without regard to its conflicts of laws rules) governs the Trust and the Trustee will consent to the exclusive jurisdiction of Cayman court, in accordance with Section 25 of this Agreement.

Section 16. Non-exclusivity; Survival of Rights; Insurance; Subrogation.

(a) The indemnification and advancement of Expenses provided by this Agreement are not exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Articles, any agreement, a vote of shareholders or a resolution of directors, or otherwise. The indemnification and advancement of Expenses provided by this Agreement may not be limited or restricted by any amendment, alteration or repeal of this Agreement in any way with respect to any action taken or omitted by Indemnitee in Indemnitee’s Corporate Status occurring prior to any amendment, alteration or repeal of this Agreement. To the extent that a change in Cayman Islands law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Articles, or this Agreement, it is the intent of the parties hereto that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy is cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or employment of any other right or remedy.

(b) The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated.

i. The Company hereby acknowledges and agrees:

1) the Company is the indemnitor of first resort with respect to any request for indemnification or advancement of Expenses made pursuant to this Agreement concerning any Proceeding arising from or related to Indemnitee’s Corporate Status with the Company;

2) the Company is primarily liable for all indemnification and indemnification or advancement of Expenses obligations for any Proceeding arising from or related to Indemnitee’s Corporate Status, whether created by law, organizational or constituent documents, contract (including this Agreement) or otherwise;

3) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee and/or advance Expenses to Indemnitee in respect of any proceeding are secondary to the obligations of the Company’s obligations;

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4) the Company will indemnify Indemnitee and advance Expenses to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person; and

ii. the Company irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation, reimbursement, exoneration or indemnification, or any other recovery of any kind in respect of amounts paid by the Company to Indemnitee pursuant to this Agreement.

iii. In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss for Indemnitee, the payor has a right of subrogation against the Company or its insurers for all amounts so paid which would otherwise be payable by the Company or its insurers under this Agreement. In no event will payment by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of the Company hereunder or shift primary liability for the Company’s obligation to indemnify or advance of Expenses to any other Person with whom or which Indemnitee may be associated.

iv. Any indemnification or advancement of Expenses provided by any other Person with whom or which Indemnitee may be associated is specifically in excess over the Company’s obligation to indemnify and advance Expenses or any valid and collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by the Company.

(c) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Enterprise, the Company will obtain a policy or policies covering Indemnitee to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies, including coverage in the event the Company does not or cannot, for any reason, indemnify or advance Expenses to Indemnitee as required by this Agreement. If, at the time of the receipt of a notice of a claim pursuant to this Agreement, the Company has director and officer liability insurance in effect, the Company will give prompt notice of such claim or of the commencement of a Proceeding, as the case may be, to the insurers in accordance with the procedures set forth in the respective policies. The Company will thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. Indemnitee agrees to assist the Company efforts to cause the insurers to pay such amounts and will comply with the terms of such policies, including selection of approved panel counsel, if required.

(d) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee for any Proceeding concerning Indemnitee’s Corporate Status with an Enterprise will be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such Enterprise. The Company and Indemnitee intend that any such Enterprise (and its insurers) be the indemnitor of first resort with respect to indemnification and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s

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Corporate Status with such Enterprise. The Company’s obligation to indemnify and advance Expenses to Indemnitee is secondary to the obligations the Enterprise or its insurers owe to Indemnitee. Indemnitee agrees to take all reasonably necessary and desirable action to obtain from an Enterprise indemnification and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s Corporate Status with such Enterprise.

(e) In the event of any payment made by the Company under this Agreement, the Company will be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any Enterprise or insurance carrier. Indemnitee will execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

Section 17. Duration of Agreement. This Agreement continues until and terminates upon the later of: (a) ten (10) years after the date that Indemnitee ceases to serve as a [director] [officer] of the Company or (b) one (1) year after the final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement relating thereto. The indemnification and advancement of Expenses rights provided by or granted pursuant to this Agreement are binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise, and inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

Section 18. Severability. If any provision or provisions of this Agreement is held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) will not in any way be affected or impaired thereby and remain enforceable to the fullest extent permitted by law; (b) such provision or provisions will be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) will be construed so as to give effect to the intent manifested thereby.

Section 19. Interpretation. Any ambiguity in the terms of this Agreement will be resolved in favor of Indemnitee and in a manner to provide the maximum indemnification and advancement of Expenses permitted by law. The Company and Indemnitee intend that this Agreement provide to the fullest extent permitted by law for indemnification in addition to that expressly provided, without limitation, by the Articles, vote of the Company shareholders or disinterested directors, or applicable law.

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Section 20. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director or officer of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Articles and applicable law, and is not a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 21. Modification and Waiver. No supplement, modification or amendment of this Agreement is binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement will be deemed or constitutes a waiver of any other provisions of this Agreement nor will any waiver constitute a continuing waiver.

Section 22. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company does not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise.

Section 23. Notices. All notices, requests, demands and other communications under this Agreement will be in writing and will be deemed to have been duly given if (a) delivered by hand to the other party, (b) sent by reputable overnight courier to the other party or (c) sent by facsimile transmission or electronic mail, with receipt of oral confirmation that such communication has been received:

(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee provides to the Company.

(b) If to the Company to:

Farfetch Limited

Address: The Bower, 4^thFloor, 211 Old Street, London

EC1V 9NR, United Kingdom

Attention: General Counsel

Email: ##########################

or to any other address as may have been furnished to Indemnitee by the Company.

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Section 24. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, will contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

Section 25. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties are governed by, and construed and enforced in accordance with, the laws of the Cayman Islands, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or Proceeding arising out of or in connection with this Agreement may be brought only in the Cayman Islands and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Cayman Islands for purposes of any action or Proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or Proceeding in the Cayman Island Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or Proceeding brought in the Cayman Island Court has been brought in an improper or inconvenient forum.

Section 26. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which will for all purposes be deemed to be an original but all of which together constitutes one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 27. Headings. The headings of this Agreement are inserted for convenience only and do not constitute part of this Agreement or affect the construction thereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed on the day and year first above written.


COMPANY						INDEMNITEE

By:
Name:						Name:
Office:						Address:

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EX-10.2 7 d532260dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

LOGO

Amended and Restated Rules

of the

FarFetch.com Limited

Enterprise Management Incentive Scheme

Updated on 14 January 2013

& Adopted on 17 July 2013


FARFETCH.COM LIMITED		EMI SCHEME RULES

Contents


1.	Definitions	2

2.	Grant of Options	4

3.	Limits on Number of Shares under Option	5

4.	Alteration of Share Capital	6

5.	Amendments	7

6.	Administration	8

Schedule: The Option Agreement		9


		P a g e \| 1		Contents


FARFETCH.COM LIMITED		EMI SCHEME RULES

1.	Definitions

1.1

In these Rules the following words and expressions shall, unless the context otherwise requires, have the meanings set opposite them:-


“Auditors”	the auditors of the Company from time to time (acting as experts and not arbitrators);

“Board”	the board of directors of the Company (or a duly constituted committee thereof) from time to time;

“Committed Time”	has the meaning given in paragraph 26 of Schedule 5;

“Company”	FarFetch.Com Limited registered in the Isle of Man with number 000657V;

“Eligible Employee”	a director or employee of the Company or its Subsidiaries whose Committed Time amounts to:

	(a)	at least 25 hours a week; or
	(b)	if less, 75% of his Working Time;

“ITEPA 2003”	Income Tax (Earnings and Pensions) Act 2003;

“Option”	an option to acquire Shares granted pursuant to the Rules;

“Option Agreement”	the agreement documenting an Option in substantially the form set out in the attached Schedule which is entered into by an Eligible Employee and the Company and which complies with the requirements of Rule 2.3;

“Option Exercise Price”	the price of a Share as determined by the Company on or before the signing of an Option Agreement and as specified in the Option Agreement;


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FARFETCH.COM LIMITED		EMI SCHEME RULES



“Option Holder”		an individual to whom an Option has been granted or, if that individual has died, his personal representatives;

“Rules”		these rules as altered or varied from time to time;

“Schedule”		the schedule to this agreement;

“Schedule 5”		Schedule 5 to the ITEPA 2003;

“Scheme”		the enterprise management incentive scheme constituted and governed by these Rules;

“Share”		an ordinary share of no par value in the capital of the Company;

“Subsidiary”		a qualifying subsidiary of the Company as defined in paragraph 15 of Schedule 5;

“Working Time”		has the meaning given thereto in paragraph 27 of Schedule 5.

1.2

In these Rules unless the context otherwise requires:-

1.2.1

words denoting the singular shall include the plural and vice versa;

1.2.2

words denoting the masculine gender shall include the feminine gender; and

1.2.3

any reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.


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FARFETCH.COM LIMITED		EMI SCHEME RULES

2.	Grant of Options

2.1

The Company may grant Options from time to time to Eligible Employees selected by the Board.

2.2

The Board shall procure that the Company enters into an Option Agreement with each Eligible Employee selected pursuant to Rule 2.1.

2.3

Each Option Agreement shall constitute an Option to acquire Shares granted by the Company in favour of the Eligible Employee and shall comply with the requirements of Schedule 5. Accordingly, each Option Agreement shall, inter alia:

2.3.1

state the date on which the Option is granted;

2.3.2

be signed on behalf of the Company and by the Eligible Employee;

2.3.3

specify the maximum number of Shares that can be acquired on exercise of the Option, as determined by the Board;

2.3.4

specify the Option Price; and

2.3.5

contain the terms and conditions upon which the Option is granted, as determined by the Board.


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FARFETCH.COM LIMITED		EMI SCHEME RULES

3.	Limits on Number of Shares under Option

3.1

The Board may from time to time specify the maximum number of Shares in respect of which Options may be granted.

3.2

The aggregate Market Value of the Shares subject to an Option granted on any day to any Eligible Employee may not, when added to the aggregate Market Value of the Shares which are at that time subject to Options or unexercised options to acquire shares in the Company granted under a scheme approved under Schedule 4 to the ITEPA 2003 held by that Eligible Employee and all other Shares in respect of which EMI options were granted to him within the preceding three years by reasons of his employment with any one or more Group Companies, whether or not such options have been exercised or released, exceed £120,000 or such other limit as may be prescribed from time to time for the purposes of Schedule 5, ITEPA.

3.3

The aggregate Market Value of the Shares subject to unexercised EMI options at any time may not exceed £3,000,000 or such other limit as may be prescribed from time to time for the purposes of Schedule 5 ITEPA.

3.4

For the purposes of Rules 3.2 and 3.3 the Market Value of Shares in relation to any option will be their Market Value when the relevant option was granted or such earlier time or times as may be agreed with HM Revenue and Customs.


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FARFETCH.COM LIMITED		EMI SCHEME RULES

4.	Alteration of Share Capital

4.1

The provisions of clause 7 of the Option Agreement shall apply in respect of certain alterations to the share capital of the Company.

4.2

The Company shall promptly give notice to the Option Holders of any adjustment made pursuant to an Option Agreement.


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FARFETCH.COM LIMITED		EMI SCHEME RULES

5.	Amendments

5.1

The Board may from time to time alter or add to all or any of the Rules and the form of Option Agreement in such manner and to such extent as the Board shall think fit, provided that:

5.2

No alteration or addition to any individual Option Agreement shall be made without the written agreement of the Option Holder; and

5.3

No alteration or addition to the Rules or any Option Agreement shall, at any time when it is intended that Options shall continue to qualify under Schedule 5, contravene the provisions of Schedule 5.


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FARFETCH.COM LIMITED		EMI SCHEME RULES

6.	Administration

6.1

The Scheme shall be administered by the Board whose decision on all disputes and matters concerning the interpretation of the Rules shall be final.

6.2

The cost of establishing and operating the Scheme shall be borne by the Company and its Subsidiaries in such proportions as the Board shall determine.

6.3

Any notice or other communication under or in connection with the Scheme may be given to or by the Company either personally or by post and if to the Company then addressed to the secretary; items sent by post shall be pre-paid and shall be deemed to have been received 48 hours after posting.

6.4

The Company shall at all times either procure that sufficient Shares are available for transfer to satisfy all such Options or keep available sufficient authorised and unissued Shares to satisfy all Options which have neither lapsed nor been fully exercised.

6.5

The Scheme, the Rules and all other documents relating to the Scheme shall be governed by and construed in accordance with English Law.


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FARFETCH.COM LIMITED		EMI SCHEME RULES

The Option Agreement

FARFETCH.COM LIMITED

AND

[EMPLOYEE]

[AMENDED AND RESTATED] OPTION AGREEMENT

EXECUTIVE MANAGEMENT INCENTIVE SCHEME


Grosvenor House, 66-67 Athol Street	26 Grosvenor Street	68 Harcourt Street
Douglas	Mayfair	Dublin 1
Isle of Man	London	Ireland
IM1 1JE	W1K 4QW
Tel: +44 (0) 1624 675 610	Tel: +44 (0)20 7355 3525	Tel: +353 (0) 1 405 4882
Fax: +44 (0) 1624 675 684	Fax: +44 (0)20 7355 3526	Fax: +353 (0) 1 405 4883


	E-Mail: mail@wiltongroup.com www.wiltongroup.com


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FARFETCH.COM LIMITED		EMI SCHEME RULES

The EMI Option Agreement

[This option agreement amends and restates the option agreement entered into between the parties on 1 November 2011 and is entered into this [DATE]]

Between

(1)	FARFETCH.COM LIMITED a company registered in the Isle of Man 00657V whose registered office is situated at 22 Athol Street, Douglas, Isle of Man, IM1 1JA (“the Company”);

and

(2)	[EMPLOYEE NAME], of [EMPLOYEE ADDRES] (“the Optionholder”)

Whereas

The Company wishes to grant to the Optionholder an option to acquire Shares under the provisions of Schedule 5 of the Income Tax (Earnings and Pensions) Act 2003 (“ITEPA 2003”) as amended;

This Agreement is entered into pursuant to the rules of the FarFetch.com Limited Enterprise Management Incentive Scheme (“the Rules”).

Now therefore it is agreed as follows:

1	interpretation

1.1	In this Agreement definitions in the Rules shall apply, and in addition the following words and expressions shall, unless the context otherwise requires, bear the following meanings:


“Associate”		has the meaning given to “associate” by paragraph 31, paragraph 32 and paragraph 33 of Schedule 5, ITEPA with Chapter 11 of Part 7 of ITEPA 2003 being applied for the purposes of paragraph 32(2);

“Connected Person”		has the meaning given to a person being “connected” with a director of a company by section 252 of the Companies Act 2006;

“Control”		has the meaning given in Section 719 of the ITEPA 2003;


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FARFETCH.COM LIMITED		EMI SCHEME RULES



“Date of Grant”		means [ENTER DATE OR the date of this Agreement];

“Group”		means the Company and any company which is a Subsidiary;

“Model Code”		the model code set out in the Listing Rules issued by the Financial Services Authority acting as the United Kingdom Listing Authority (or any successor body carrying out the same functions), as it is in force at the relevant time:

“Option”		means the option granted pursuant to Clause 2 of this Agreement;

“Option Exercise Price”		means [£3.23] per Option Share;

“Option Gain”		means a gain realised upon the exercise, assignment or release of an Option being a gain that is chargeable to income tax under the ITEPA 2003;

“Optionholder’s Employer”		means the person who is at any time the employer of an Optionholder for the purposes of tax legislation;

“Option Shares”		means [ENTER NUMBER OF SHARES] Shares over which the Option subsists;

“Option Tax Liability”		means any liability of the Optionholder’s Employer to account to HM Revenue & Customs for any amount of or represented by income tax or national insurance contributions including those of an employer on any Option Gain (including any overseas equivalent);

“Vested”		shall mean the Optionholder becomes beneficially entitled to the Options granted as specified in Schedule 2 of the ITEPA 2003.

1.2	A reference to a statutory provision is a reference to it as it is in force for the time being taking into account any amendment, extension or re-enactment.

2	Grant of Option

2.1	The Board hereby grants the right to the Optionholder with effect from the Date of Grant an Option to acquire the Option Shares at the Option Exercise Price in accordance with the provisions of this Option Agreement.


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FARFETCH.COM LIMITED		EMI SCHEME RULES

2.2	The Option is granted under the provisions of Schedule 5 of the ITEPA 2003 as amended. Where an option does not qualify as an EMI option under Schedule 5, it will be an unapproved option.

2.3	The Company hereby confirms that the Option is granted for commercial reasons and is not part of a scheme or arrangement the main purpose, or one of the main purposes, of which is the avoidance of tax.

3	Option

3.1	The Option is capable of being exercised in whole or in part.

3.2

The Optionholder may exercise the Option at any time but only (save as mentioned below) in respect of Option Shares which shall have Vested by giving notice in writing to the Company indicating the wish to exercise the Option and specifying the number of Option Shares to be acquired. Save as mentioned below, an Option shall cease to Vest on the date that an Optionholder dies or otherwise ceases to be employed by the Group.

3.3	It shall be a condition of the exercise of any Option that: -

3.3.1

the Company has received payment of the whole amount of the aggregate Option Price payable in respect of the number of Option Shares then to be acquired;

3.3.2

the Optionholder has complied with the provisions of Clause 15.3.

3.4

Upon receipt of the notice referred to in Clause 3.2 of this Agreement together with payment of the aggregate Option Exercise Price and compliance with Clause 15, the Company shall become bound to issue or to transfer the Option Shares to the Optionholder or to his personal representatives as the case may be.

3.5	The Company shall procure that sufficient Shares are available, for issue or transfer, to satisfy the exercise to the fullest extent possible the obligations of the Company in respect of the Option until it is exercised or lapses.

3.6	The Option Shares shall be issued to or transferred to the Optionholder or his personal representatives as the case may be in accordance with, and subject to the provisions of, the Articles of Association of the Company from time to time.

3.7	The Company shall pay or procure that the stamp duty payable on any transfers of Option Shares are met by the Company.

3.8	All Shares issued or transferred pursuant to the exercise of the Option shall rank equally in all respects with the Shares for the time being in issue and shall be transferred with all accrued rights to dividend or other distribution and free of all liens and encumbrances save


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FARFETCH.COM LIMITED		EMI SCHEME RULES

as regards any rights attaching to such Shares by reference to a record date prior to the date of issue or transfer.

3.9	The Option may not be exercised when the exercise is prohibited by, or would be a breach of, any law or regulation with the force of law or any of the following which then apply:-

3.9.1

the Model Code; or

3.9.2

the AIM rules; or

3.9.3

any other rule, code or set of guidelines (such as a personal dealing code adopted by the Company) with a similar purpose and effect to any part of the Model Code.

4	Rights Not Assignable

4.1	The Optionholder may not assign, transfer, charge, part with or deal with all or any rights and/or obligations under this Agreement or purport to do any of the same, and if the Optionholder shall purport to do any of the same this Agreement shall lapse and be of no further force or effect.

4.2	The Option shall not be capable of assignment or transfer and shall not be capable of being made the subject of any charge or security in any way, and any purported transfer, assignment or charge shall result in the Option lapsing immediately.

Provided That this Clause 4 shall not restrict the rights of the personal representatives of the Optionholder to exercise the Option (subject to the terms of this Agreement) as provided in Clause 6.

5	Lapse of Option

5.1	The Option shall lapse and cease to be exercisable immediately on the earliest to occur of:-

5.1.1

the day immediately preceding the tenth anniversary of the Date of Grant;

5.1.2

Subject to clauses 5.3 and 6, 30 days from the date the Optionholder gives or receives notice of termination of the Optionholder’s employment with any member of the Group; or, if earlier, the day the Optionholder ceases to hold employment within the Group for any reason;

5.1.3

the date the Optionholder is adjudged bankrupt;

5.1.4

the date provided for in clauses 4, 6, 8, 11, 12, 13 or 14.

5.2	For the purposes of clause 5.1 the Optionholder shall not be treated as having ceased to hold employment within the Group:-


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FARFETCH.COM LIMITED		EMI SCHEME RULES

5.2.1

unless and until he or she no longer holds an office or employment with any member of the Group;

5.2.2

by reason of pregnancy or confinement except where the Optionholder does not exercise her right to return to work in accordance with applicable employment legislation.

5.3

The Board may in its absolute discretion resolve at any time prior to or within 30 days of the Optionholder ceasing to hold employment within the Group that the Optionholder (and his personal representatives) may exercise the Option or part thereof whether or not Vested notwithstanding such cessation for such period not exceeding 10 years from the Date of Grant as the Company may specify.

6	Death of Optionholder

6.1

if the Optionholder dies in service this Option may be exercised by his or her personal representatives within the period of one year beginning with the date of death in respect of the Option Shares which shall have Vested prior to the date of death and remain unexercised and shall cease to be exercisable and lapse at the end of that period.

6.2

if the Optionholder dies after having ceased to hold employment within the Group but before the Option has lapsed, this Option may be exercised by his personal representatives within the period of one year beginning with the date of death in respect of the Option Shares which shall have Vested prior to the date of death and remain unexercised. After the one year period has ended the Option shall lapse.

7	Variation of Share Capital

In the event of any issue of ordinary shares in the capital of the Company by way of capitalisation of profits or reserves or rights issue, or by way of any consolidation or sub division or reduction then the number of Option Exercise Shares remaining outstanding under the Option and/or the Option Price in respect thereof may be adjusted by the Board in such manner and with effect from such date as the Board may determine to be appropriate provided always that:-

7.1	no such adjustment shall take effect until the Auditors have issued a certificate confirming the adjustment to be fair and reasonable in their opinion; and

7.2	following the adjustment the Shares continue to satisfy the conditions specified in paragraph 35 of Schedule 5 of the ITEPA 2003. This Clause 7.2 does not apply to unapproved options.

8	Company Reorganisation

8.1	The provisions of Clause 8.2 shall have effect, and the provisions of Clauses 10, 11, 12 and 13 shall not apply, if the Board shall so resolve when there is a company reorganisation as defined by Section 39 of Schedule 5 of the ITEPA 2003 and the Optionholder is invited to


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FARFETCH.COM LIMITED		EMI SCHEME RULES

release his rights under this Option in consideration of the grant to him of rights (“the New Option”) which are equivalent but relate to shares in the acquiring company. Such release of an Option and grant of a New Option must take place within the time limits set out in paragraph 42 of Schedule 5 of the ITEPA. The New Option need not satisfy the requirements of paragraph 41 of Schedule 5 of the ITEPA 2003.

8.2	If the Optionholder does not agree to release his rights under this Option in consideration of the grant to him of such a New Option then this Option shall lapse and cease to be exercisable at the end of the period within which the Optionholder could have accepted such invitation.

9	Exercise in Connection with a Change in Control of the Company

9.1

The Board, in its discretion, may determine that any event which would trigger the exercise of the Option (and then the lapse of the Option) under Clause 10.1 shall not do so if the Offeror is any person who holds an interest in 20% or more of the issued share capital of the Company at the date of this Agreement. This Clause 9.1 shall not apply to the exercise of an option triggered under clause 13.

9.2	Unless Clause 9.1 applies, all outstanding unvested Options shall be deemed to have Vested on any event described in Clause 10.1.

10	Exercise on a Change of Control

10.1	If any person (Offeror):

10.1.1

makes an offer to acquire the whole of the issued share capital of the Company (on its own account or acting together with others); or

10.1.2

makes an offer to acquire all issued Shares and as a result may obtain Control of the Company (on its own account or acting together with others); or

10.1.3

negotiates a share sale and purchase agreement with shareholders of the Company under which the Offeror will obtain Control of the Company (on its own account or acting together with others); or

10.1.4

is expected by the Board to obtain Control of the Company (on its own account or acting together with others) as a result of the court sanctioning a compromise or arrangement under section 899 of the Companies Act 2006,

the Board may, in its sole discretion, notify the Optionholder of the relevant circumstances and specify a reasonable period during which the Option may be exercised in anticipation of the change of Control (which period shall end immediately before the Offeror obtains Control of the Company, if it has not already ended).


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FARFETCH.COM LIMITED		EMI SCHEME RULES

10.2

If the Option is capable of exercise during a period of at least ten working days as a result of a Board notification under Clause 10.1, the Optionholder may subsequently be unable to exercise the Option after the Offeror obtains Control of the Company (see Clause 11.1, Clause 12.1 and Clause 13.1).

10.3	A notice to exercise the Option given by the Optionholder during an exercise period specified under Clause 10.1 will:

10.3.1

be treated as withdrawn and never made if and when the Board concludes that the Offeror will not obtain Control of the Company; and

10.3.2

take effect only when the Board concludes that the Offeror will obtain Control of the Company (but before the change of Control takes place).

10.4	The Option will not Lapse at the end of any exercise period specified under Clause 10.1.

11	Exercise following a sale and purchase of the Company’s share capital

11.1

If any person obtains Control of the Company (on its own account or acting together with others) as a result of an event within Clause 10.1.1, Clause 10.1.2 or Clause 10.1.3, the Option may be exercised within four weeks after the first day on which that person has Control of the Company and any condition of a relevant offer has been satisfied, unless:

11.1.1

an exercise period was specified under Clause 10.1 (in respect of the relevant event) and lasted at least ten working days, starting with the day on which the Optionholder received notice of the exercise period (but in these circumstances the Board may specify that the Option may still be exercised in the four-week period after the change of Control); or

11.1.2

the change of Control occurs as part of any corporate reconstruction or reorganisation:

11.1.2.1

under which the ultimate beneficial ownership of the businesses of the Company and its subsidiaries will remain the same; and

11.1.2.2

that includes an offer to the Optionholder of a replacement share option, or other compensation for the loss of the opportunity to exercise the Option, that the Board reasonably considers to be fair and appropriate (whether or not the offer is accepted by the Optionholder); or

11.1.3

the Board determines that the exercise (and Lapse) of the Option should not be triggered under Clause 11.1.


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FARFETCH.COM LIMITED		EMI SCHEME RULES

11.2

The Option will Lapse at the end of the four-week exercise period specified in Clause 11.1 (even if the Option could not be exercised in that period as a result of Clause 11.1.1 or Clause 11.1.2), unless the person who has obtained Control of the Company is another company, in which case the Option will Lapse instead at the end of the latest day on which the Option may be released and replaced in the manner referred to in Clause 8.1.

12	Exercise following a scheme of arrangement

12.1	If any person obtains Control of the Company (on its own account or acting together with others) as a result of an event within Clause 10.1.4, the Option may be exercised within four weeks after the sanctioned compromise or arrangement becomes effective, unless:

12.1.1

an exercise period was specified under Clause 10.1 (in respect of the relevant event) that lasted at least ten working days, starting with the day on which the Optionholder received notice of the exercise period (but in these circumstances the Board may specify that the Option may still be exercised in the four-week period after the change of Control); or

12.1.2

the relevant compromise or arrangement provides for the replacement of the Option with an equivalent share option, or for the Optionholder to receive other fair and reasonable compensation for the loss of the opportunity to exercise the Option; or

12.1.3

the Board determines that the exercise (and Lapse) of the Option should not be triggered under Clause 12.1

12.2

The Option will Lapse at the end of the four-week exercise period specified in Clause 12.1 (even if the Option could not be exercised in that period as a result of Clause 12.1.1), unless the person who has obtained Control of the Company is another company, in which case the Option will Lapse instead at the end of the latest day on which the Option may be released and replaced in the manner referred to in Clause 8.1.

13	Exercise on a minority squeeze-out

13.1

If any person gives a valid notice to acquire Shares under sections 979 to 982 (takeover offers: right of offeror to buy out minority shareholders) of the Companies Act 2006, the Option may be exercised, whether Vested or not, during the period of four weeks after the day on which that notice is given, unless:

13.1.1

a right to exercise the Option arose under Clause 11.1 (or would have done so, but for Clause 11.1.1 or Clause 11.1.2) as a result of the offer that gave rise to the notice to acquire Shares; or

13.1.2

the Board determines that the exercise (and Lapse) of the Option should not be triggered under this Clause 13.1.


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FARFETCH.COM LIMITED		EMI SCHEME RULES

13.2	If the Option becomes capable of exercise under Clause 13.1, it will Lapse at the end of the four-week exercise period specified in that Clause unless:

13.2.1

the person who has obtained Control of the Company is another company, in which case the Option will Lapse instead at the end of the latest day on which the Option may be released and replaced in the manner referred to in Clause 8.1; or

13.2.2

there was no exercise period because of Clause 13.1.1 or a Board determination under Clause 13.1.2).

14	Winding Up and Statutory Reconstruction

14.1	If the shareholders of the Company receive notice of a resolution for the Company’s voluntary winding up:

14.1.1

the Board shall notify the Optionholder of the resolution as soon as it can reasonably do so; and

14.1.2

the Option, whether Vested or not, may be exercised at any time before that resolution is passed, rejected or withdrawn.

14.1.3

The Option will Lapse when the winding up of the Company commences.

14.2

Subject to clause 8 if the court sanctions a compromise or arrangement proposed for the purposes of or in connection with a plan for the reconstruction of the Company or its amalgamation pursuant to Sections 895 to 918 of the Companies Act 2006 the Optionholder shall be entitled to exercise his Option during the period of 6 months commencing on the date on which the court sanctions the compromise or arrangement.

15	Tax and National Insurance Contributions

15.1	The Optionholder irrevocably agrees to:

15.1.1

pay to the Company or Optionholder’s Employer (as appropriate) the amount of any Option Tax Liability ; or

15.1.2

enter into arrangements to the satisfaction of the Company or the Optionholder’s Employer (as appropriate) for payment of any Option Tax Liability.

15.2	The Optionholder irrevocably agrees that:

15.2.1

the Optionholder will reimburse the Company and the Optionholder’s Employer (as appropriate) for any secondary class 1 (employer) national insurance contributions (or any similar liability for social security contribution in any jurisdiction) which:


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FARFETCH.COM LIMITED		EMI SCHEME RULES

15.2.1.1

the Company or the Optionholder’s Employer is liable to pay on any Option Gain; and

15.2.1.2

may be lawfully recovered by the Company or the Optionholder’s Employer from the Optionholder.

15.2.2

at the request of the Company, or the Optionholder’s Employer the Optionholder shall join that person in making a valid election to transfer to the Optionholder the whole or any part of the liability for secondary class 1 (employer) national insurance contributions (or any similar liability for social security contribution in any jurisdiction) described in clause 15.2.1.

15.3	The Optionholder irrevocably agrees to enter into a joint election in respect of the Option Shares under section 431 (1) or section 431 (2) of the ITEPA 2003, if required to do so by the Company or the Optionholder’s Employer on or before any date of exercise of the Option.

15.4

The Company shall not be obliged to procure the transfer or to allot and issue any Shares or any interest in Shares pursuant to this Option Agreement unless and until the Optionholder has complied with clause 15.3 and paid to the Optionholder’s Employer such sum as is, in the opinion of the Optionholder’s Employer, sufficient to indemnify the Optionholder’s Employer in full against any Option Tax Liability or the Optionholder has made such other arrangement as, in the opinion of the Optionholder’s Employer, will ensure that the full amount of any Option Tax Liability will be recovered from the Optionholder within such period as the Optionholder’s Employer may determine.

15.5

The Company shall have the right not to procure the transfer or to allot and issue to or to the order of the Optionholder the aggregate number of Shares to which the Optionholder would otherwise be entitled but to retain out of such aggregate number of Shares such number of Shares as, in the opinion of the Company, will enable the Company to sell as agent for the Optionholder (at the best price which can reasonably expect to be obtained at the time of sale) and to pay over to the Optionholder’s Employer sufficient monies out of the net proceeds of sale, after deduction of all fees commissions and expenses incurred in relation to such sale, to satisfy the Optionholder’s liability under such indemnity.

16	No Claims if Option not Tax Effective

16.1

If:-

16.1.1

the Option is not or does not become or ceases to be a qualifying option under Schedule 5 of the ITEPA 2003; or

16.1.2

a disqualifying event (as defined in sections 533 to 536 of the ITEPA 2003) occurs or is treated as occurring in relation to the Option; or


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FARFETCH.COM LIMITED		EMI SCHEME RULES

16.1.3

any other event or circumstance occurs after the Date of Grant as a result of which the taxation consequences of the grant or exercise of the Option are different from those which would have applied in the absence of the event or circumstance;

the Company shall have no liability to compensate the Optionholder for any increase in the amount or change in the nature of the taxation to which he may be liable or for any other loss which he may sustain as a result.

17	Employment Issues

17.1	The Optionholder has no rights to compensation or damages on account or any loss in respect of the Option where such loss arises (or is claimed to arise), in whole or in part, from:

17.1.1

termination of office or employment with; or

17.1.2

notice to terminate office or employment given by or to,

the Company or the Optionholder’s Employer. This exclusion of liability shall apply however termination of office or employment, or the giving of notice, is caused, and however compensation or damages may be claimed.

17.2	The Optionholder has no rights to compensation or damages from the Company or the Optionholder’s Employer on account of any loss in respect of the Option where such loss arises (or is claimed to arise), in whole or in part, from:

17.2.1

any company ceasing to be a subsidiary of the Company; or

17.2.2

the transfer of any business from the Company or any subsidiary of the Company to any person.

This exclusion of liability shall apply however the change of status of the relevant company, or the transfer of the relevant business, is caused, and however compensation or damages may be claimed.

17.3	The rights and obligations of the Optionholder as an employee or director of the Company or any subsidiary of the Company shall not be affected by the grant, holding or exercise of the Option.

17.4	The value of the Option or any benefit realised from it shall not be pensionable.

17.5	The Optionholder has no right to receive any further options over Shares (or any other shares) from the Company or the Optionholder’s Employer.


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FARFETCH.COM LIMITED		EMI SCHEME RULES

18	Restrictions on Shares

The Shares are subject to the restrictions set out in Schedule 1.

19	Notices

All notices hereunder shall be in writing and shall be delivered or sent by hand or by first class registered or recorded delivery letter to the Company’s registered office (in the case of a notice to the Company) or (in the case of the Optionholder) the address set out above or to such address or addresses as may from time to time be notified to the Company. All such notices shall be deemed to be received in the case of delivery by hand, when delivered and in the case of notices sent by first class registered or recorded delivery letter, forty-eight hours after posting.

20	Counterparts

This deed may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

21	Law and Jurisdiction

This Agreement shall be governed by the laws of England and Wales. The Company and the Optionholder and the personal representatives of the Optionholder irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement).

This document has been executed as a deed and is delivered and takes effect on the date specified at the beginning of it.


		P a g e \| 21		The Option Deed


FARFETCH.COM LIMITED		EMI SCHEME RULES

Schedule 1: Restriction on shares

1.	The Shares are subject to restrictions on transfer. These restrictions are set out in the Company’s Articles of Association a copy of which is attached.

The Optionholder for himself and his personal representatives undertakes with the Company that if on the date that he (or they) becomes a member of the Company pursuant to the exercise of the Option he has ceased to be an employee of any member of the Group then he shall service a transfer notice pursuant to the Articles of Association. In the event that the Optionholder (or the personal representatives of the Optionholder) shall fail to do so within 14 days of a written request of the Company then a Director of the Company is authorised as attorney for the Optionholder (or personal representative) to issue a transfer notice and deal with all other provisions in relation to any transfer thereunder. This power of attorney is entered into to secure the obligations of the Optionholder (and the Optionholder’s personal representatives) under this Agreement and is irrevocable.

3.	It shall be a pre-condition to the exercise of the Option that the Optionholder shall have executed a Shareholders’ Agreement in the form of the draft annexed to this Agreement.


		P a g e \| 22		The Option Deed


FARFETCH.COM LIMITED		EMI SCHEME RULES

Schedule 2: Vesting of Option Shares

The Option Shares shall become Vested as follows:-


1 November 2011				[XXXX] Option Shares

1 January 2012				[XXXX] Option Shares
1 April 2012				[XXXX] Option Shares
1 July 2012				[XXXX] Option Shares
1 October 2012				[XXXX] Option Shares
1 January 2013				[XXXX] Option Shares
1 April 2013				[XXXX] Option Shares
1 July 2013				[XXXX] Option Shares
1 October 2013				[XXXX] Option Shares
1 January 2014				[XXXX] Option Shares
1 April 2014				[XXXX] Option Shares
1 July 2014				[XXXX] Option Shares


Upon the value of the Option Shares reaching [£42.35] per share, as determined by mutual agreement of the Company and Optionholder, or otherwise by expert independent valuation.				[XXXX] Option Shares
Upon the value of the Option Shares reaching £67.80 per share, as determined by mutual agreement of the Company and Optionholder, or otherwise by expert independent valuation.				[XXXX] Option Shares

NB: Subject to clause 5.3, no Vesting after cessation of employment with the Group.


		P a g e \| 23		The Option Deed


FARFETCH.COM LIMITED		EMI SCHEME RULES


Signed as a Deed by	)
FarFetch.com Limited acting by:	)
a Director thereof in-	)
the presence of:
		[Jose Neves]


W		Signature
I		Print Name
T		Address
N
E
S
S		Occupation


Executed as a Deed by the		)
Optionholder		)
in the presence of:-		)


W		Signature
I		Print Name
T		Address
N
E
S
S		Occupation


		P a g e \| 24		The Option Deed

EX-10.3 8 d532260dex103.htm EX-10.3 EX-10.3

Exhibit 10.3

LOGO

Rules of the FarFetch.com Limited

Share Option Scheme

Updated on 14 January 2013

& Adopted on 18 July 2013


FARFETCH.COM LIMITED		SCHEME RULES

Contents


Contents			1

1. Definitions			2

2. Grant of Options			3

3. Limits on Number of Shares under Option			4

4. Alteration of Share Capital			4

5. Amendments			4

6. Administration			4

Schedule - Option Agreement


		P a g e \| 1		Contents


FARFETCH.COM LIMITED		SCHEME RULES

1.	Definitions

1.1

In these Rules the following words and expressions shall, unless the context otherwise requires, have the meanings set opposite them:-



		“Auditors”		the auditors of the Company from time to time (acting as experts and not arbitrators);

		“Board”		the board of directors of the Company (or a duly constituted committee thereof) from time to time;

		“Company”		FarFetch.Com Limited registered in the Isle of Man with number 000657V;

		“Eligible Employee”		a director or employee of the Company or its Subsidiaries whose committed time amounts to:

				(a) at least 25 hours a week; or

				(b) if less, 75% of his Working Time;

		“Option”		an option to acquire Shares granted pursuant to the Rules;

		“Option Agreement”		the agreement documenting an Option in substantially the form set out in the attached Schedule which is entered into by an Eligible Employee;

		“Option Exercise Price”		the price of a Share as determined by the Company on or before the signing of an Option Agreement and as specified in the Option Agreement;

		“Optionholder”		an individual to whom an Option has been granted or, if that individual has died, his personal representatives;

		“Rules”		these rules as altered or varied from time to time;

		“Schedule”		the schedule to this agreement;


		P a g e \| 2		Administration


FARFETCH.COM LIMITED		SCHEME RULES



		“Scheme”		the share option scheme constituted and governed by these Rules;

		“Share”		an ordinary share of no par value in the capital of the Company;

		“Subsidiary”		a subsidiary of the Company;

		“Working Time”		means time spent on remunerative work as an employee or self-employed person.

1.2

In these Rules unless the context otherwise requires:-

1.2.1

words denoting the singular shall include the plural and vice versa;

1.2.2

words denoting the masculine gender shall include the feminine gender; and

1.2.3

any reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

2.	Grant of Options

2.1

The Company may grant Options from time to time to Eligible Employees selected by the Board.

2.2

The Board shall procure that the Company enters into an Option Agreement with each Eligible Employee selected pursuant to Rule 2.1.

2.3

Each Option Agreement shall constitute an Option to acquire Shares granted by the Company in favour of the Eligible Employee. Accordingly, each Option Agreement shall, inter alia:

2.3.1

state the date on which the Option is granted;

2.3.2

be signed on behalf of the Company and by the Eligible Employee;

2.3.3

specify the maximum number of Shares that can be acquired on exercise of the Option, as determined by the Board;

2.3.4

specify the Option Exercise Price; and

2.3.5

contain the terms and conditions upon which the Option is granted, as determined by the Board.


		P a g e \| 3		Administration


FARFETCH.COM LIMITED		SCHEME RULES

3.	Limits on Number of Shares under Option

3.1

The board may from time to time specify the maximum number of Shares in respect of which Options may be granted.

4.	Alteration of Share Capital

4.1

The provisions of clause 7 of the Option Agreement shall apply in respect of certain alterations to the share capital of the Company.

4.2

The Company shall promptly give notice to the Optionholders of any adjustment made pursuant to an Option Agreement.

5.	Amendments

5.1

The Board may from time to time alter or add to all or any of the Rules and the form of Option Agreement in such manner and to such extent as the Board shall think fit, provided that no alteration or addition to any individual Option Agreement shall be made without the written agreement of the Optionholder.

6.	Administration

6.1

The Scheme shall be administered by the Board whose decision on all disputes and matters concerning the interpretation of the Rules shall be final.

6.2

The cost of establishing and operating the Scheme shall be borne by the Company and its Subsidiaries in such proportions as the Board shall determine.

6.3

Any notice or other communication under or in connection with the Scheme may be given to or by the Company either personally or by post and if to the Company


		P a g e \| 4		Administration


FARFETCH.COM LIMITED		SCHEME RULES

then addressed to the secretary; items sent by post shall be pre-paid and shall be deemed to have been received 48 hours after posting.

6.4

6.5

The Scheme, the Rules and all other documents relating to the Scheme shall be governed by and construed in accordance with Isle of Man law.


		P a g e \| 5		Administration


FARFETCH.COM LIMITED		SCHEME RULES

Schedule – Option Agreement

FARFETCH.COM LIMITED

AND

[EMPLOYEE]

OPTION AGREEMENT

(Deed)


Grosvenor House, 66-67 Athol Street	26 Grosvenor Street	68 Harcourt Street
Douglas	Mayfair	Dublin 1
Isle of Man	London	Ireland
IM1 1JE	W1K 4QW
Tel: +44 (0) 1624 675 610	Tel: +44 (0)20 7355 3525	Tel: +353 (0) 1 405 4882
Fax: +44 (0) 1624 675 684	Fax: +44 (0)20 7355 3526	Fax: +353 (0) 1 405 4883

	E-Mail: mail@wiltongroup.com www.wiltongroup.com


		P a g e \| 6		Administration

This option agreement is entered into this:

Between

(1)	FARFETCH.COM LIMITED a company registered in the Isle of Man 00657V whose registered office is situated at 66-67 Athol Street, Douglas, Isle of Man, IM1 1JE (“the Company”);

and

(2)	[EMPLOYEE NAME], of [EMPLOYEE ADDRES] (“the Optionholder”)

Whereas

A. The Company wishes to grant to the Optionholder an option to acquire Shares;

B. The employee accepts the Option subject to the terms of this Agreement.

Now therefore it is agreed as follows:

1	Interpretation

1.1	In this Agreement definitions in the Rules shall apply, and in addition the following words and expressions shall, unless the context otherwise requires, bear the following meanings:


		“Companies Act 2006”		means the Companies Act 2006 that applies in England and Wales.

		“Connected Person”		has the meaning given to a person being “connected” with a director of a company by section 252 of the Companies Act 2006;

		“Control”		means the power of a person to secure: (a) by means of the holding of shares or the possession of voting power in or in relation the relevant body corporate; or (b) by virtue of any powers conferred by the articles of association of the Company or other document regulating to that or any other body corporate, that the affairs of the body corporate are conducted in accordance with the wishes of that person;

		“Date of Grant”		means [ENTER DATE OR the date of this Agreement];


				P a g e \| 7


FARFETCH.COM LIMITED


		“Former Employer”		means the entity with which the Optionholder has, at the relevant time, had a contract of employment or contract for provision of services.

		“Group”		means the Company and any company which is a Subsidiary;

		“Model Code”		the model code set out in the Listing Rules issued by the Financial Services Authority acting as the United Kingdom Listing Authority (or any successor body carrying out the same functions), as it is in force at the relevant time:

		“Option”		means the option granted pursuant to Clause 2 of this Agreement;

		“Option Exercise Price”		means [£0.323] per Option Share;

		“Option Gain”		means a gain realised upon the exercise, assignment or release of an Option;

		“Optionholder’s Employer”		means the person who is at any time the employer of an Optionholder;

		“Option Shares”		means [ENTER NUMBER OF SHARES] Shares over which the Option subsists;

		“Option Tax Liability”		means any liability of the Optionholder’s Employer to account to a tax authority in any relevant jurisdiction for any amount of tax in connection with the Option;

		“Rules”		The Rules of the Farfetch.com Limited Share Option Scheme.

		“Share”		an ordinary share of no par value in the Company;

		“Vested”		shall mean the Optionholder becomes beneficially entitled to the Options granted.

1.2	A reference to a statutory provision is a reference to it as it is in force for the time being taking into account any amendment, extension or re-enactment.

2	Grant of Option


		P a g e \| 8


FARFETCH.COM LIMITED

2.1	The Board hereby grants the right to the Optionholder with effect from the Date of Grant an Option to acquire the Option Shares at the Option Exercise Price in accordance with the provisions of this Option Agreement.

2.2	The Company hereby confirms that the Option is granted for commercial reasons and is not part of a scheme or arrangement the main purpose, or one of the main purposes, of which is the avoidance of tax.

3	Option

3.1	The Option is capable of being exercised in whole or in part.

3.2

3.3	It shall be a condition of the exercise of any Option that the Company has received payment of the whole amount of the aggregate Option Price payable in respect of the number of Option Shares then to be acquired;

3.4

3.5	The Company shall procure that sufficient Shares are available, for issue or transfer, to satisfy the exercise to the fullest extent possible the obligations of the Company in respect of the Option until it is exercised or lapses.

3.6	The Option Shares shall be issued to or transferred to the Optionholder or his personal representatives as the case may be in accordance with, and subject to the provisions of, the Articles of Association of the Company from time to time.

3.7	The Company shall pay or procure that the stamp duty payable on any transfers of Option Shares are met by the Company.

3.8

All Shares issued or transferred pursuant to the exercise of the Option shall rank equally in all respects with the Shares for the time being in issue and shall be transferred with all accrued rights to dividend or other distribution and free of all liens and encumbrances save as regards any rights attaching to such Shares by reference to a record date prior to the date of issue or transfer.


		P a g e \| 9


FARFETCH.COM LIMITED

3.9	The Option may not be exercised when the exercise is prohibited by, or would be a breach of, any law or regulation with the force of law or any of the following which then apply:-

3.9.1

the Model Code; or

3.9.2

the AIM rules; or

3.9.3

any other rule, code or set of guidelines (such as a personal dealing code adopted by the Company) with a similar purpose and effect to any part of the Model Code.

4	Rights Not Assignable

4.1	The Optionholder may not assign, transfer, charge, part with or deal with all or any rights and/or obligations under this Agreement or purport to do any of the same, and if the Optionholder shall purport to do any of the same this Agreement shall lapse and be of no further force or effect.

4.2	The Option shall not be capable of assignment or transfer and shall not be capable of being made the subject of any charge or security in any way, and any purported transfer, assignment or charge shall result in the Option lapsing immediately.

5	Lapse of Option

5.1	The Option shall lapse and cease to be exercisable immediately on the earliest to occur of:-

5.1.1

the day immediately preceding the tenth anniversary of the Date of Grant;

5.1.2

5.1.3

the date the Optionholder is adjudged bankrupt;

5.1.4

the date provided for in clauses 4, 6, 8, 11, 12, 13 or 14.

5.2	For the purposes of clause 5.1 the Optionholder shall not be treated as having ceased to hold employment within the Group:-

5.2.1

unless and until he or she no longer holds an office or employment with any member of the Group;


		P a g e \| 10


FARFETCH.COM LIMITED

5.2.2

by reason of pregnancy or confinement except where the Optionholder does not exercise her right to return to work in accordance with applicable employment legislation.

5.3

6	Death of Optionholder

6.1

If the Optionholder dies in service this Option may be exercised by his or her personal representatives within the period of one year beginning with the date of death in respect of the Option Shares which shall have Vested prior to the date of death and remain unexercised and shall cease to be exercisable and lapse at the end of that period.

6.2

If the Optionholder dies after having ceased to hold employment within the Group but before the Option has lapsed, this Option may be exercised by his personal representatives within the period of one year beginning with the date of death in respect of the Option Shares which shall have Vested prior to the date of death and remain unexercised. After the one year period has ended the Option shall lapse.

7	Variation of Share Capital

7.1

8	Company Reorganisation

8.1

The provisions of Clause 8.2 shall have effect, and the provisions of Clauses 10, 11, 12 and 13 shall not apply, if the Board shall so resolve when there is a company reorganisation as defined by Schedule 3, Part 1 and the Optionholder is invited to release his rights under this Option in consideration of the grant to him of rights (“the New Option”) which are equivalent to but relates to shares in the acquiring company. Such release of an Option and grant of a New Option must take place within the time limits set out in Schedule 3 Part 2.

8.2	If the Optionholder does not agree to release his rights under this Option in consideration of the grant to him of such a New Option then this Option shall lapse


		P a g e \| 11


FARFETCH.COM LIMITED

and cease to be exercisable at the end of the period within which the Optionholder could have accepted such invitation.

9	Exercise in Connection with a Change in Control of the Company

9.1

9.2	Unless Clause 9.1 applies, all outstanding unvested Options shall be deemed to have Vested on any event described in Clause 10.1.

10	Exercise on a Change of Control

10.1	If any person (Offeror):

10.1.1

makes an offer to acquire the whole of the issued share capital of the Company (on its own account or acting together with others); or

10.1.2

makes an offer to acquire all issued Shares and as a result may obtain Control of the Company (on its own account or acting together with others); or

10.1.3

negotiates a share sale and purchase agreement with shareholders of the Company under which the Offeror will obtain Control of the Company (on its own account or acting together with others; or

10.1.4

10.2

10.3	A notice to exercise the Option given by the Optionholder during an exercise period specified under Clause 10.1 will:

10.3.1

be treated as withdrawn and never made if and when the Board concludes that the Offeror will not obtain Control of the Company; and

10.3.2

take effect only when the Board concludes that the Offeror will obtain Control of the Company (but before the change of Control takes place).


		P a g e \| 12


FARFETCH.COM LIMITED

10.4	The Option will not Lapse at the end of any exercise period specified under Clause 10.1.

11	Exercise following a sale and purchase of the Company’s share capital

11.1

11.1.1

11.1.2

the change of Control occurs as part of any corporate reconstruction or reorganisation:

11.1.2.1

under which the ultimate beneficial ownership of the businesses of the Company and its subsidiaries will remain the same; and

11.1.2.2

11.1.3

the Board determines that the exercise (and Lapse) of the Option should not be triggered under Clause 11.1.

11.2

12	Exercise following a scheme of arrangement

12.1	If any person obtains Control of the Company (on its own account or acting together with others) as a result of an event within Clause 10.1.4, the Option may be


		P a g e \| 13


FARFETCH.COM LIMITED

exercised within four weeks after the sanctioned compromise or arrangement becomes effective, unless:

12.1.1

12.1.2

12.1.3

the Board determines that the exercise (and Lapse) of the Option should not be triggered under Clause 12.1

12.2

13	Exercise on a minority squeeze-out

13.1

13.1.1

a right to exercise the Option arose under Clause 11.1 (or would have done so, but for Clause 11.1.1 or Clause 11.1.2) as a result of the offer that gave rise to the notice to acquire Shares; or

13.1.2

the Board determines that the exercise (and Lapse) of the Option should not be triggered under this Clause 13.1.

13.2	If the Option becomes capable of exercise under Clause 13.1, it will Lapse at the end of the four-week exercise period specified in that Clause unless:

13.2.1


		P a g e \| 14


FARFETCH.COM LIMITED

13.2.2

there was no exercise period because of Clause 13.1.1 or a Board determination under Clause 13.1.2).

14	Winding Up and Statutory Reconstruction

14.1	If the shareholders of the Company receive notice of a resolution for the Company’s voluntary winding up:

14.1.1

the Board shall notify the Optionholder of the resolution as soon as it can reasonably do so; and

14.1.2

the Option, whether Vested or not, may be exercised at any time before that resolution is passed, rejected or withdrawn.

14.1.3

The Option will Lapse when the winding up of the Company commences.

14.2

15	Option Tax Liability

15.1	The Optionholder shall indemnify the Company and the Optionholder’s Employer (or Former Employer) against any liability of any such person to account for any Option Tax Liability in respect of the grant or exercise of an Option.

15.2	If in any relevant jurisdiction any Option Tax Liability arises on the grant, exercise of, or acquisition of shares in pursuance of, an Option then unless either:

15.2.1

within the period of 30 days beginning with the date on which the Option is granted or exercised, the Company or the Optionholder’s Employer is able to withhold the amount of such liability from payment of the Optionholder’s remuneration;

15.2.2

the Optionholder has indicated (in such manner as the Company may specify) that he will make a payment to the Company of an amount equal to the Option Tax Liability and the Optionholder does, within 14 days of being notified by the Company of the amount of the Option Tax Liability, make such payment to the Company; or

15.2.3

the Optionholder has authorised the Company (in such manner as the Company may specify) to the extent necessary to reimburse the Company or the Optionholder’s Employer, to sell as agent for the Optionholder (at the best price which can reasonably be expected to be obtained at the time of sale) a


		P a g e \| 15


FARFETCH.COM LIMITED

sufficient number of the shares acquired in pursuance of such Option, and to procure payment to the Company or the Optionholder’s Employer out of the net proceeds of sale of such shares (after deduction of all fees, commissions and expenses incurred in relation to such sale) of monies sufficient to satisfy the indemnity mentioned in Clause 15.1 above.

15.3

The Company shall, to the extent necessary to reimburse the Company or the Optionholder’s employer, have the right to sell as agent for the Optionholder (at the best price which can reasonably expect to be obtained at the time of sale) a sufficient number of the shares then acquired in pursuance of such Option, and to procure payment to the Company or the Optionholder’s Employer, out of the net proceeds of sale of such shares ( after deduction of all fees, commissions and expenses incurred in relation to such sale) of moneys sufficient to satisfy the indemnity mentioned in Clause 15.1 above.

16	Employment Issues

16.1	The Optionholder has no rights to compensation or damages on account or any loss in respect of the Option where such loss arises (or is claimed to arise), in whole or in part, from:

16.1.1

termination of office or employment with; or

16.1.2

notice to terminate office or employment given by or to,

16.2	The Optionholder has no rights to compensation or damages from the Company or the Optionholder’s Employer on account of any loss in respect of the Option where such loss arises (or is claimed to arise), in whole or in part, from:

16.2.1

any company ceasing to be a subsidiary of the Company; or

16.2.2

the transfer of any business from the Company or any subsidiary of the Company to any person.

This exclusion of liability shall apply however the change of status of the relevant company, or the transfer of the relevant business, is caused, and however compensation or damages may be claimed.

16.3	The rights and obligations of the Optionholder as an employee or director of the Company or any subsidiary of the Company shall not be affected by the grant, holding or exercise of the Option.

16.4	The value of the Option or any benefit realised from it shall not be pensionable.


		P a g e \| 16


FARFETCH.COM LIMITED

16.5	The Optionholder has no right to receive any further options over Shares (or any other shares) from the Company or the Optionholder’s Employer.

17	Restrictions on Shares

The Shares are subject to the restrictions set out in Schedule 1.

18	Notices

19	Counterparts

This deed may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

20	Law and Jurisdiction

This document has been executed as a deed and is delivered and takes effect on the date specified at the beginning of it.


		P a g e \| 17


FARFETCH.COM LIMITED

Schedule 1: Restriction on shares

1.	The Shares are subject to restrictions on transfer. These restrictions are set out in the Company’s Articles of Association a copy of which is attached.


		P a g e \| 18


FARFETCH.COM LIMITED

Schedule 2: Vesting of Option Shares

The Option Shares shall become Vested as follows:-

[Normal vesting is quarterly over 4 years, with a 1 year cliff.]


[Date]		[XXXX] Option Shares

[Date]		[XXXX] Option Shares
[Date]		[XXXX] Option Shares
[Date]		[XXXX] Option Shares
[Date]		[XXXX] Option Shares
[Date]		[XXXX] Option Shares
[Date]		[XXXX] Option Shares
[Date]		[XXXX] Option Shares
[Date]		[XXXX] Option Shares
[Date]		[XXXX] Option Shares
[Date]		[XXXX] Option Shares
[Date]		[XXXX] Option Shares

NB: Subject to clause 5.3, no Vesting after cessation of employment with the Group.


		P a g e \| 19


FARFETCH.COM LIMITED

Schedule 3

Part 1

1	Definition of Company Reorganisation

1.1	Where a company (“the Acquiring Company”):

1.1.1

obtains control the Company:

1.1.1.1

as a result of making a general offer to acquire the whole of the issued share capital of the Company which is made on a condition such that, if it is met, the person making the offer will have Control of the Company, or

1.1.1.2

as a result of making a general offer to acquire all the shares in the Company which are of the same class as the Option Shares; or

1.1.2

obtains control of the Company as a result of a court sanctioned scheme of arrangement; or

1.1.3

becomes bound or entitled under:

1.1.3.1

sections 979 to 982 of the England and Wales Companies Act 2006 to acquire shares of the same class as the Option Shares; or

1.1.4

obtains all the shares of the Company as a result of an exchange of shares.

Part 2

2	Period within which replacement option must be granted

2.1	If the company reorganisation falls within paragraph 1.1 of Part 1 of this Schedule 3, the required period is the period of 6 months after the date on which:

2.1.1

the person making the offer has obtained control of the Company, and

2.1.2

any condition subject to which the offer is made is met.

2.2	If the Company reorganisation falls within paragraph 1.1.2 or 1.1.4 of Part 1 of this Schedule 3, the required period is the period of 6 months after the date on which the Acquiring Company obtains control of the Company.

2.3	If the Company reorganisation falls within paragraph 1.1.3 of Part 1 of this Schedule 3, the required period is the period during which the Acquiring Company remains bound or entitled as mentioned in that provision.


		P a g e \| 20


FARFETCH.COM LIMITED


W		Signature
I		Print Name
T		Address
N
E
S
S		Occupation


Executed as a Deed by the		)
Optionholder		)
in the presence of:-		)


W		Signature
I		Print Name
T		Address
N
E
S
S		Occupation


		P a g e \| 21

EX-10.4 9 d532260dex104.htm EX-10.4 EX-10.4

Exhibit 10.4



		*Farfetch.com*
		*Limited*
		2015 Long-Term Incentive Plan

Adoption Date

13 February 2015		Providing for the grant of:

		● Awards of Restricted Shares

		● Options

		● Linked Awards

		As defined in the Rules Part I – Employees’ Plan Part II – Non-employees’ Plan

LOGO

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

Table of Contents



Part I		6

The Farfetch.com Limited 2015 Long-Term Incentive Plan		6

Part A –Awards		6

1. Making of Awards		6


1.1.	Awards made by Board	6

1.2.	Terms of Awards	6

1.3.	Procedure for making of Awards and Award Date	6

1.4.	Contents of Award Certificate	6

1.5.	When Awards may not be made	7

1.6.	Who can be made Awards	7

1.7.	Right to refuse Awards	7

1.8.	Awards non-transferable	7

1.9.	Execution of Award Certificate by Award Holder	7

1.10.	Award of Restricted Shares (including Linked Shares)	7

1.11.	Employee Shareholder Shares	8


2. Plan Limits		8


2.1.	General	8

2.2.	Linked Awards	8

2.3.	Scaling down	8


3. Award Price		9

4. Performance Target and Conditions		9


4.1.	Setting of Performance Target and conditions	9

4.2.	Substitution, variation or waiver of Performance Target or conditions	9

4.3.	Performance Target or conditions can no longer be satisfied	9

4.4.	Notification of Award Holders	9


Part B –Vesting, exercise and Release Provisions		10

5. Vesting of Awards		10


5.1.	Earliest date for Vesting of Awards	10

5.2.	Effect of Award Vesting	10

5.3.	Power to declare Awards Vested	10

5.4.	Effect of cessation of Relevant Employment	10

5.5.	Effect of Award Holder becoming Bad Leaver	11

5.6.	Meaning of ceasing to be in Relevant Employment	11

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6. Release of Awards and Exercise of Options		11


6.1.	Release of Restricted Shares	11

6.2.	Options and Linked Awards may be exercised in whole or in part	11

6.3.	Procedure for exercise of Options	11

6.4.	Procedure for realisation of Linked Awards	12

6.5.	Realisation of Linked Awards prior to an Exit Event	12

6.6.	Return or repayment of Award Price where number of Plan Shares under Linked Option scaled down	12

6.7.	Issue or transfer of Plan Shares on exercise of an Option or a Linked Option	13

6.8.	Notification of Award Holder	13

6.9.	Net or Cash Settling	13

6.10.	Dividend equivalents	13

6.11.	US Taxpayers	14

6.12.	Realisation following cessation of Relevant Employment	14

6.13.	Power to declare Release Event	14

6.14.	Latest date for exercise of Options and Release of Shares	14

6.15.	No exercise or Release while Dealing Restrictions apply	14

6.16.	Interaction of Rules	15


7. Takeover, Reconstruction, Amalgamation or Winding-up of Company		15


7.1.	Takeover	15

7.2.	Reconstruction or amalgamation of Company	15

7.3.	Winding-up of Company	16

7.4.	Asset Sale	16

7.5.	Demergers and Other Events	16

7.6.	Meaning of “obtains a Controlling Interest of the Company”	16

7.7.	Notification of Award Holders	17

7.8.	Realisation of Awards prior to a corporate event	17


8. Replacement of Awards		17


8.1.	Circumstances in which exchange can occur	17

8.2.	Terms of Exchange	17

8.3.	Comparable Plan	17


9. Lapse of Awards		18

Part C –Procedural Provisions		19

10. Adjustment of Awards on Reorganisation		19


10.1.	Power to adjust Awards	19

10.2.	Award Price	19

10.3.	Notification of Award Holders	19

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11. Accounting for taxes and social security contributions		19


11.1.	Deductions	19

11.2.	Transfer of employer’s social security contributions	20

11.3.	Execution of Document by Award Holder	20

11.4.	Tax elections	20


12. Issue and Listing of Plan Shares		20


12.1.	Rights attaching to Plan Shares	20

12.2.	Availability of Plan Shares	20

12.3.	Listing of Plan Shares	20


13. Relationship of Plan to Contract of Employment		21


13.1.	Contractual Provisions	21

13.2.	Deemed Agreement	21


14. Administration of Plan		21


14.1.	Responsibility for administration	21

14.2.	Board’s decision final and binding	21

14.3.	Discretionary nature of Awards	21

14.4.	Provision of information	22

14.5.	Cost of Plan	22

14.6.	Data protection	22

14.7.	Third party rights	22


15. Amendment of Plan		22


15.1.	Power to amend Plan	22

15.2.	Rights of existing Award Holders	22

15.3.	Notification of Award Holders	22


16. Notices		22


16.1.	Notice by Company	22

16.2.	Deceased Award Holders	23

16.3.	Notice to Company	23

16.4.	Award Certificate	23


17. Governing Law and Jurisdiction		23


17.1.	Plan governed by English law	23

17.2.	English courts to have jurisdiction	23

17.3.	Jurisdiction agreement for benefit of Company	23

17.4.	Award Holder deemed to submit to such jurisdiction	23

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18. Interpretation		24


18.1.	Definitions	24

18.2.	Interpretation	27

Schedule 1- Calculations to be performed on receipt of Realisation Notice in respect of Linked Award		28

Schedule 2 – Standard Vesting Schedule		30


Part II		31

The Farfetch.com Limited 2015 Long-Term Incentive Plan – Non-employee plan		31

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

Part I

The Farfetch.com Limited 2015

Long-Term Incentive Plan

Part A —Awards

1. Making of Awards

1.1. Awards made by Board

Subject to Rules 1.5 and 1.6, the Board may from time to time make Awards to Eligible Employees.

1.2. Terms of Awards

Subject to the Rules, the Board will in its absolute discretion decide whether or not any Awards are made at any particular time and, if they are, who they are made to and the terms of such Awards.

1.3. Procedure for making of Awards and Award Date

An Award shall be made by the Board passing a resolution in accordance with the Articles. The Award Date shall be the date on which the Board passes such resolution or such later date as specified in the resolution and allowed by Rule 1.5. The making of an Award shall be evidenced by a deed executed by or on behalf of the Board. An Award Certificate shall be issued to each Award Holder as soon as practicable following the making of the Award.

1.4. Contents of Award Certificate

An Award Certificate shall be in such form of document as the Board may determine from time to time, provided that it shall state all of the following:

whether the Award comprises an Option or an award of Restricted Shares or a Linked Award;

if the Award is an award of Restricted Shares or a Linked Award, whether the relevant Plan Shares are acquired pursuant to an Employee Shareholder’s Agreement;

the Award Date;

the class or classes of Plan Shares subject to the Award;

the number of Plan Shares subject to the Award or how that number may be calculated and, in the case of a Linked Award, the number of Plan Shares subject to the Linked Option and the number of Plan Shares which are Linked Shares;

the Award Price (if any) or method of determining the Award Price;

the date or dates on which the Award will ordinarily Vest and the number of Plan Shares in respect of which the Award will Vest;

the date or dates on which an Option (or in the case of a Linked Award, a Linked Option) may ordinarily be exercised or an Award of Restricted Shares (or in the case of a Linked Award, Linked Shares) be Released;

the date or dates on which an Award will lapse if there has been no Release Event, and in the case of an Option or Linked Award, the last date on which the Option or Linked Option may be exercised, being in all cases not later than the tenth anniversary of the Award Date;

10.

the Performance Target (if any); and

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

11.

any further conditions of the Award (if any).

1.5. When Awards may not be made

No Awards may be made before the Adoption Date or after the tenth anniversary of the Adoption Date.

1.6. Who can be made Awards

An Award may not be made to an individual who is not an Eligible Employee at the Award Date.

1.7. Right to refuse Awards

An Award Holder may, by notice in writing to the Company within thirty days after the Award Date say he does not want it in whole or part. In such a case, the Award shall to that extent be treated as never having been made. No payment is required from the Award Holder or the Company.

1.8. Awards non-transferable

An Award shall be personal to the Award Holder and, except in the case of the death of an Award Holder (which, where the Award Holder is a holder of Restricted Shares or Linked Shares, shall be governed pursuant to the Articles), shall not be capable of being transferred, charged or otherwise alienated and shall lapse immediately if the Award Holder purports to transfer, charge or otherwise alienate the Award.

1.9. Execution of Award Certificate by Award Holder

The Award Certificate shall be in a form requiring execution on behalf of the Company and by the Eligible Employee. The Board may, at its discretion, specify that the Eligible Employee must return the executed Award Certificate by a specified date and that failure to return the Award Certificate by such date shall result in the Award Certificate not being executed.

For the avoidance of doubt, this Rule 1.9 does not impose any obligation (implied or otherwise) on the Company to procure the execution of the Award Certificate, notwithstanding that it is returned by the specified date or there is no specified date.

1.10. Award of Restricted Shares (including Linked Shares)

This Rule 1.10 sets out specific provisions in relation to an Award of Restricted Shares including, for the purposes of this Rule 1.10, an acquisition of Linked Shares under a Linked Award.

●

An Award Holder who is made such an Award must enter into an agreement (a “Restricted Share Agreement” or a “Linked Share Agreement”, as applicable) with the Company providing that any Plan Shares that become Unreleased Shares may be converted into Deferred Shares and be repurchased by the Company for no (or nominal) consideration in accordance with the Articles. Subject always to the Articles, the agreement will also provide that, except for transfer on death of the Award Holder to his personal representatives, the Award Holder will not transfer or assign the Plan Shares subject to his Award.

●

The Award Holder will sign any document (including a blank stock transfer form) requested by the Company. The Company may provide that the Award will lapse if the documents are not signed within any specified period.

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

●

As soon as practicable after the Award Date of such an Award the Company will procure that the relevant number of Plan Shares is transferred or issued¹, as the case may be (including in each case out of treasury or otherwise) to the Award Holder.

●

Except to the extent set out in the Restricted Share Agreement or Linked Share Agreement or these Rules, the Award Holder shall have all the rights in respect of Restricted Shares or Linked Shares, as applicable, from the date of transfer until the date the Restricted Share Award lapses or the Linked Shares become Unreleased.

●

Except to the extent set out in the Restricted Share Agreement or Linked Share Agreement or these Rules, the Award Holder will waive any dividends receivable on shares which have not been Released unless the Board determines otherwise at the date of payment.

1.11. Employee Shareholder Shares

Where the Award of Restricted Shares or, in the case of a Linked Award, Linked Shares, is intended to provide Employee Shareholder Shares, the Award Holder shall as a condition of acquisition of the Plan Shares enter into an Employee Shareholder’s Agreement which will comply with the requirements of UK Employment Rights Act 1996 and take such other steps as are required under the terms of the Employee Shareholder’s Agreement or applicable legislation in order to ensure that the relevant Plan Shares are Employee Shareholder Shares.

2. Plan Limits

2.1. General

The aggregate number of Plan Shares over which Awards may be made shall be subject to such limits as may be agreed by the Board (subject to the approval of the relevant members or directors of the Company in accordance with the terms of the Articles or the Subscription and Shareholders’ Agreement) from time to time.

2.2. Linked Awards

Where an Award is a Linked Award, the Linked Shares shall not be taken into account for the purposes of the limits under Rule 2.1 but, for the avoidance of doubt, the maximum number of Plan Shares that may be acquired under the Linked Option shall be taken into account for the purposes of that limit.

2.3. Scaling down

If the making of an Award would cause the limits specified in this Rule 2 to be exceeded, such Award shall take effect as an Award over the maximum number of Plan Shares which does not cause the limit to be exceeded. If more than one Award is made on the same Award Date, the number of Plan Shares which would otherwise be subject to each Award shall be reduced pro rata.

¹	For ESS must be issued directly to the Award Holder, not transferred from an existing shareholder

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

3. Award Price

The Award Price shall be determined by the Board and may be any price except in the case of an Award of Restricted Shares or acquisition of Linked Shares as part of a Linked Award made pursuant to an Employee Shareholder’s Agreement, in which case the Award Price shall be nil. Where the Board has determined that an Award will be satisfied by the issue of new shares and the Award Price is less than the nominal value of a Plan Share the Company will ensure that at the time of issue of the Plan Shares arrangements are in place to pay up the nominal value of the relevant Plan Shares.

4.	*Performance Target and Conditions*

4.1. Setting of Performance Target and conditions

The Vesting of an Award and the extent to which it Vests may be subject to the satisfaction of any Performance Targets and conditions set by the Board. Any Performance Target or any condition imposed under this Rule 4.1 shall be set out in, or attached in the form of a schedule to, the Award Certificate.

4.2.

Substitution, variation or waiver of Performance Target or conditions

If the Board considers that any Performance Target or any condition imposed under Rule 4.1 subject to which an Award has been made is no longer appropriate, the Board may substitute, vary or waive any Performance Target or condition in such manner (and make such consequential amendments to the Rules) as it thinks fit.

The Award shall then take effect subject to any Performance Target or the other condition as substituted, varied or waived.

4.3.

Performance Target or conditions can no longer be satisfied

If the Board determines that any Performance Target or condition imposed under Rule 4.1 has not been satisfied either in whole or in part in relation to an Award and can no longer be satisfied either in whole or in part, the Award shall lapse immediately either in whole or as to such part as the Board determines in its discretion.

4.4.

Notification of Award Holders

The Company shall, as soon as practicable, notify each Award Holder concerned of any determination made by it under this Rule 4.

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

Part B —Vesting, exercise and Release Provisions

5. Vesting of Awards

5.1. Earliest date for Vesting of Awards

Subject to Rule 7, an Award will Vest on the latest of:

●

the relevant date or dates specified in the Award Certificate under Rule 1.4 (which, unless otherwise specified, shall be as set out in Schedule 2); and

●

the date on which the Board determines that the Performance Target and any further condition imposed under Rule 4.1, have been satisfied.

5.2. Effect of Award Vesting

Subject to the Rules, the effect of an Award Vesting shall be:

●

in the case of an Option, that the Award Holder is entitled to exercise the Option in accordance with Rule 6.3 to the extent that it has Vested at any time following or immediately prior to a Release Event (or later date of Vesting) until it otherwise lapses in accordance with the Rules;

●

in the case of an Award of Restricted Shares, in accordance with Rule 6.1 the Restricted Shares shall be Released at or immediately prior to a Release Event (or later date of Vesting) to the extent that the Award has Vested;

●

in the case of a Linked Award, that the Award Holder is entitled to submit a Realisation Notice in respect of the Linked Award to the extent Vested at any time following or immediately prior to a Release Event (or later date of Vesting), leading to the Release of the Linked Shares and/or exercise of the Linked Option in accordance with Rule 6.4.

For the avoidance of doubt an Award may not be exercised or Released (as applicable) before it Vests.

5.3. Power to declare Awards Vested

If the Board in its absolute discretion considers it appropriate, it may determine that Unvested Awards Vest in full or in part forthwith or on a specified future date, notwithstanding Rule 5.1 and subject to such further conditions as the Board may reasonably require.

5.4. Effect of cessation of Relevant Employment

An Award shall Vest only while the Award Holder is in Relevant Employment, and if an Award Holder ceases to be in Relevant Employment, any Award made to him shall lapse on cessation to the extent that it has not Vested unless and to the extent that the Board determines within 90 days after cessation that all or part of the Unvested Option shall Vest with effect at cessation. Subject to Rule 5.5, this Rule 5.4 shall apply where the Award Holder ceases to be in Relevant Employment in any and all circumstances (including, in particular, but not by way of limitation, where the Award Holder is dismissed unfairly, wrongfully, in breach of contract or otherwise).

Awards held by an Award Holder who has given or received notice of termination of employment or services (whether or not lawful) shall not Vest during this period. If an Award would otherwise have Vested during this period, and the notice is withdrawn, the Award will Vest when notice is withdrawn.

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

Subject to Rule 5.5 and 6.12, if an Award Holder ceases to be in Relevant Employment for any reason, any Award that has Vested at the date of cessation shall not lapse and may be retained until it otherwise lapses in accordance with the Rules.

In the event of the death of an Award Holder, subject to Rule 6.12 his personal representatives shall be entitled to retain any Award that has Vested at the date of death, which may be retained until it otherwise lapses in accordance with the Rules.

5.5. Effect of Award Holder becoming Bad Leaver

If an Award Holder becomes a Bad Leaver, unless the Board in its discretion determines otherwise, any Award made to him, whether Vested, part Vested or not Vested, shall lapse immediately with the effect that any outstanding Options and Linked Options may not be exercised and any Restricted Shares and Linked Shares shall immediately become Unreleased and shall be subject to the provisions of the Restricted Share Agreement or Linked Share Agreement, as applicable, specified in Rule 1.10.

5.6. Meaning of ceasing to be in Relevant Employment

For the purposes of the Plan, an Award Holder shall not be treated as ceasing to be in Relevant Employment until he no longer holds any office or employment with any Group Member.

6. Release of Awards and Exercise of Options

6.1. Release of Restricted Shares

As set out in Rule 5.2, in respect of an Award of Restricted Shares (but not, for the avoidance of doubt, Linked Shares), the Restricted Shares shall be Released at (or, at the discretion of the Board, immediately prior to) a Release Event (or later date of Vesting) to the extent that the Award has Vested.

6.2.

Options and Linked Awards may be exercised in whole or in part

Subject to any scaling down of Linked Options under Rule 6.4, a Vested Option may be exercised and a Linked Award may be realised in whole or in part at any time permitted under the Rules following (or, at the discretion of the Board, immediately prior to) a Release Event (or later date of Vesting) to the extent that the Award has Vested. If exercised in part, the unexercised part of the Option and unrealised part of the Linked Award shall not lapse as a result and shall remain exercisable or realisable as applicable.

6.3. Procedure for exercise of Options

An Option (for the avoidance of doubt excluding a Linked Option) shall be exercised by the Award Holder delivering to the Company a duly completed notice of exercise in the form from time to time prescribed by the Company, specifying the number of Plan Shares in respect of which the Option is being exercised, and either accompanied by the Award Price (if any) in full or confirmation of arrangements satisfactory to the Board for the payment of the Award Price, together with any

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

payment and/or documentation required under Rule 11 and, if required, the Award Certificate (or indemnity in respect thereof in a form acceptable to the Board).

For the avoidance of doubt, the date of exercise of an Option shall be the date of the receipt of the notice of exercise or such other date as specified therein with the agreement of the Board and compliance with the first paragraph of this Rule 6.3.

6.4. Procedure for realisation of Linked Awards

In order to realise a Linked Award, the Award Holder shall deliver to the Company a duly completed Realisation Notice in the form from time to time prescribed by the Company, specifying the number of Plan Shares in respect of which the Award is to be realised, and either accompanied by the Award Price (if any) in respect of the relevant Linked Option in full or confirmation of arrangements satisfactory to the Board for the payment of the Award Price, together with any payment and/or documentation required under Rule 11 and, if required, the Award Certificate (or indemnity in respect thereof in a form acceptable to the Board).

Subject to Rule 6.5, on receipt of the Realisation Notice, the calculations set out in Schedule 1 shall be carried out and the number of Plan Shares over which the Linked Option is exercised and the number of Plan Shares subject to the Linked Award which are Released shall be determined.

With effect immediately prior to the exercise of a Linked Option, the number of Plan Shares subject to the Linked Option shall be reduced and the number of Linked Shares shall be Released as set out in Schedule 1.

For the avoidance of doubt, the date of exercise of the Linked Option shall be the date of the receipt of the Realisation Notice or such later date as the above determination is made subject to compliance with the first paragraph of this Rule 6.4.

6.5.

Realisation of Linked Awards prior to an Exit Event

Where a Realisation Notice is received in respect of a Linked Award at any time other than at, after or in contemplation of an Exit Event, the Board may at its discretion determine that the Market Value of the Plan Shares subject to the Linked Award would be treated as equal to the Award Price and shall determine that no Linked Shares are Released.

6.6.

Return or repayment of Award Price where number of Plan Shares under Linked Option scaled down

If and to the extent that the Award Holder:

●

serves a valid Realisation Notice specifying a number of Plan Shares to which the Notice relates; and

●

makes a payment of an Award Price calculated by reference to such number; but

●

the Linked Option is treated as having been exercised in respect of a reduced number of Plan Shares, pursuant to Rule 6.4,

then the Company shall arrange for the return or repayment to the Award Holder of the relevant part of the Award Price.

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

6.7.

Issue or transfer of Plan Shares on exercise of an Option or a Linked Option

Subject to Rule 6.8 and Rule 11, and to the obtaining of any necessary consents and/or resolutions (whether of the Company or its shareholders and whether pursuant to the Articles or otherwise) to compliance by the Award Holder with the Rules, the Company shall, as soon as reasonably practicable and in any event not later than thirty days after the exercise date of the Option (including for the purposes of this Rule 6.7 a Linked Option), arrange for the issue or transfer to the Award Holder of the appropriate number of Plan Shares.

6.8. Notification of Award Holder

In the case of the partial exercise of an Option or Linked Option, an Award Certificate in respect of, or the original Award Certificate endorsed to show, the unexercised part of the Option or Linked Option shall be issued to the Award Holder.

Following the realisation of a Linked Award, the Board shall notify the Award Holder of:

●

the number of Plan Shares in respect of which the Linked Option has been exercised;

●

the number of Plan Shares remaining subject to the Linked Option;

●

the number of Plan Shares in respect of which the Linked Option shall be treated as lapsing;

●

the number of Linked Shares that have been Released;

●

the balance of Linked Shares that remain subject to the Award but which have not been Released; and

●

the number of any Unreleased Linked Shares.

6.9. Net or Cash Settling

Subject to Rule 11, the Company may on exercise of an Option (including for the purposes of this Rule 6.8 a Linked Option):

●

make a cash payment to the Award Holder equal to the Gain on the date of exercise of the Option; or

●

arrange for the transfer or issue to the Award Holder of Plan Shares with a Market Value equal to the Gain on the date of exercise of the Option (rounded down to the nearest whole Plan Share). The Award Holder shall not be required to make payment for these Plan Shares.

6.10.

Dividend equivalents

An Award (except an Award of Restricted Shares or Linked Shares where the right to dividends has not been waived) shall include the right to receive an amount on Release, exercise or realisation (as applicable) equal in value to the dividends which were payable on the number of Plan Shares in respect of which the Award has Vested during the period between the Award Date and the date of Release, exercise or realisation (as applicable). The payment shall not include any associated tax credit.

The amount due may be settled in Plan Shares or in cash. Where the Plan Shares Released or acquired on settlement of the relevant underlying Award are subject to any further conditions or deferral, the amount due as dividend equivalents shall, unless the Board determines otherwise, be subject to equivalent conditions.

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

The value of dividend equivalents receivable shall be reduced as set out in Schedule 1 in respect of Linked Awards. The Board may decide at any time not to apply this Rule 6.10 to all or any part of a dividend.

6.11.

US Taxpayers

This Rule 6.11 shall apply to US Taxpayers. Notwithstanding anything to the contrary contained in the Plan, no Option (including for the purposes of this Rule 6.11 a Linked Option) may be exercised later than 2.5 calendar months after the end of the Taxable Year in which the Option first becomes exercisable, provided that the Option shall lapse on any earlier date it would have lapsed had this rule not applied. The Rules of the Plan shall be interpreted accordingly.

For the purposes of this Rule 6.11, Taxable Year means the 12 month period in respect of which the Award Holder is obliged to pay US Tax or, if it would result in a longer exercise period, the 12 month period in respect of which the Award Holder’s employing company is obliged to pay tax. US Taxpayer means a person who is subject to taxation under the tax rules of the United States of America.

6.12.

Realisation following cessation of Relevant Employment

Subject to Rule 9, if an Award Holder has retained a Vested Award following cessation of Relevant Employment in accordance with Rule 5.4 the Award Holder shall be entitled to exercise the Vested proportion of his Options or Linked Options in accordance with these Rules, and Restricted Shares or Linked Shares shall be Released in accordance with these Rules, in either case on or after a Release Event. In the case of Options or Linked Awards, following the death of an Award Holder, his personal representatives shall be entitled to exercise the Vested proportion of his Options or Linked Options in accordance with these Rules, and Restricted Shares or Linked Shares transmitted to his personal representatives shall be Released in accordance with these Rules, in either case on or after a Release Event.

6.13.

Power to declare Release Event

If the Board in its absolute discretion considers it appropriate, it may determine that a Release Event has occurred such that all of a Vested Award, or such proportion as the Board may determine at its discretion, may be realised forthwith or on a specified future date, subject to such further conditions as the Board may reasonably require, which may include a provision that an Option or a Linked Option may lapse if it has not been exercised within a reasonable period notified to the Award Holder.

6.14.

Latest date for exercise of Options and Release of Shares

An Option or a Linked Option may not be exercised after the tenth anniversary of the Award Date and if not exercised by that date the Option or Linked Award (as applicable) shall lapse.

Any Restricted Shares that have not been Released before the tenth anniversary of the Award Date shall become Unreleased Shares on the tenth anniversary of the Award Date.

6.15.

No exercise or Release while Dealing Restrictions apply

Plan Shares may not be issued or transferred or Released to an Award Holder (nor, in the case of an Option, may the Option be exercised) while Dealing Restrictions apply.

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

6.16.

Interaction of Rules

If an Option has become exercisable or a Linked Award has become realisable under Rule 6 and, during the period allowed for the exercise of the Option or realisation of the Linked Award under Rule 6, the Option becomes exercisable under Rule 7 also (or vice versa), the period allowed for the exercise of the Option shall be the shorter of the period allowed by Rule 6 and the period allowed by Rule 7.

7.	*Takeover, Reconstruction, Amalgamation or Winding-up of Company*

7.1. Takeover

Subject to Rule 4.1 (Performance Targets and conditions) and Rule 8 (Replacement of Awards), where a person other than a New Holding Company obtains a Controlling Interest of the Company as a result of making an offer to acquire Plan Shares which is an Exit Event, Unvested Awards will Vest on the date the person obtains a Controlling Interest, (for the avoidance of doubt, except to the extent the Award has already lapsed under any other provision of these Rules).

Subject to Rule 7.9, to the extent Vested, Restricted Shares shall be Released on the date the person obtains a Controlling Interest, Options may be exercised and a Realisation Notice may be submitted in respect of Linked Awards at any time during the period of 30 days beginning with the time when the person making the offer has obtained a Controlling Interest. If not so exercised or realised, the Awards shall lapse at the end of such period unless the Board determines otherwise, in which case the Awards shall continue in force until such time as they lapse in accordance with the Rules.

7.2. Compulsory acquisition of Company

Subject to Rule 4.1 and Rule 8, in the event that legislation is enacted in the Isle of Man that is substantially similar to the “squeeze out” provisions of the UK Companies Act 2006, then if a person other than a New Holding Company becomes entitled or bound to acquire shares in the Company under such legislation in circumstances that constitute an Exit Event, Unvested Awards will Vest, (for the avoidance of doubt, except to the extent the Award has already lapsed under any other provision of these Rules).

Subject to Rule 7.9, to the extent Vested, Restricted Shares shall be Released on the date the person serves a notice under the applicable legislation and Options may be exercised and a Realisation Notice may be submitted in respect of Linked Awards at any time during the period beginning with the date the person serves such notice and ending seven clear days before the date on which the person ceases to be entitled to serve such a notice. If not so exercised or realised, the Award shall lapse at the end of the seven days.

7.3. Reconstruction or amalgamation of Company

Subject to Rule 4.1 and Rule 8, if a person other than a New Holding Company proposes to obtain a Controlling Interest of the Company in pursuance of a compromise or arrangement sanctioned by the court under section 157 of the Companies Act 2006 that constitutes an Exit Event, Unvested Awards will Vest on the date of the court sanction as set out below, (for the avoidance of doubt, except to the extent the Award has already lapsed under any other provision of these Rules).

Subject to Rule 7.9, to the extent Vested, Restricted Shares shall be Released on the date the compromise or arrangement is sanctioned by the court, Options may be exercised and a Realisation

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

Notice may be submitted in respect of Linked Awards at any time during the period of 30 days from such date and if not exercised or realised within that period the Award shall lapse.

7.4. Winding-up of Company

Subject to Rule 4.1 and Rule 8, if notice is given of a resolution for the voluntary winding-up of the Company that is an Exit Event, Unvested Awards will Vest on the date notice is given (for the avoidance of doubt, except to the extent the Award has already lapsed under any other provision of these Rules).

Subject to Rule 7.9, to the extent Vested, Restricted Shares shall be Released on the date notice is given, Options may be exercised and a Realisation Notice may be submitted in respect of Linked Awards at any time during the period of 30 days from the date of the notice and if not exercised or realised within that period the Award shall lapse.

7.5. Asset Sale

Subject to Rule 4.1 and Rule 8, in the event of a distribution following an Asset Sale that is an Exit Event, Unvested Awards will Vest (for the avoidance of doubt, except to the extent the Award has already lapsed under any other provision of these Rules).

Subject to Rule 7.9, to the extent Vested, Restricted Shares shall be Released and Options may be exercised and a Realisation Notice may be submitted in respect of Linked Awards at such date that entitles the Plan Shares to participate in such distribution. If not exercised or realised within that period the Award shall lapse, unless the Board at its discretion determines otherwise in which case it shall be retained and remain subject to the Rules until it otherwise lapses under the Rules.

7.6. Demergers and Other Events

The Board may determine that all or a proportion of Unvested Awards will Vest and that a Release Event has occurred if it becomes aware that the Company will be affected by a demerger, distribution (which is not an ordinary dividend or an Exit Event) or other transaction not otherwise covered by the Rules.

The proportion of the Unvested Awards which may Vest will be determined by the Board in its absolute discretion and subject to such conditions as it may require, taking into account such factors as the Board may consider relevant including, but not limited to, the time the Award has been held by the Award Holder and having regard to any Performance Target or other condition imposed under Rule 4.1.

Subject to Rule 7.9, Vested Options may be exercised and a Realisation Notice may be submitted in respect of Vested Linked Awards at any time during the period determined by the Board and if not exercised within that period it shall lapse, unless the Board at its discretion determines otherwise in which case it shall be retained and remain subject to the Rules until it otherwise lapses under the Rules.

7.7. Meaning of “obtains a Controlling Interest of the Company”

For the purpose of this Rule 7 a person shall be deemed to have obtained a Controlling Interest of the Company if he and others Acting In Concert with him have together obtained a Controlling Interest of it.

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

7.8. Notification of Award Holders

The Board shall, as soon as reasonably practicable, notify each Award Holder of the occurrence of any of the events referred to in this Rule and explain how this affects their position under the Plan.

7.9. Realisation of Awards prior to a corporate event

Where the Board is aware that an event is likely to occur under Rule 7, if the Board in its absolute discretion considers it appropriate, the Board may determine that Unvested Awards may Vest, in accordance with this Rule 7, and that a Release Event has occurred immediately prior to the event taking place. Provided that an Award Holder has been given a minimum of 30 days’ notice of such determination, any unexercised Options or Linked Awards in respect of which a Realisation Notice has not been submitted will lapse immediately prior to or on (as the case may be) the occurrence of the relevant event unless the Board determines otherwise.

8. Replacement of Awards

8.1. Circumstances in which exchange can occur

If a company (including for the purposes of this Rule 8.1 a New Holding Company) (“the Acquiring Company”) acquires a Controlling Interest of the Company an Award Holder may, at any time during a period specified by the Board , by agreement with the Acquiring Company, release his Award in exchange for a new award (“New Award”). For the avoidance of doubt, an Award which is not already Vested and is so released shall not Vest pursuant to Rule 7, unless the Board at its discretion determines otherwise.

If the Award Holder does not release the Award within the specified period, the Award shall lapse at the end of such period, unless the Board at its discretion determines otherwise.

8.2. Terms of Exchange

The following applies in respect of the New Award:

●

the Award Date of the New Award shall be deemed to be the same as the Award Date of the Award;

●

the New Award will be in respect of shares in a company determined by the Board;

●

The New Award must be equivalent to the Award and Vest at the same time and in the same manner as the Award. Whether an Award is “equivalent” will be determined by the Board taking account of the total value of Plan Shares and total Award Price of the Award at the date of exchange;

●

in the application of the Plan to the New Award, where appropriate, references to “the Company” and “Plan Shares” shall be read as if they were references to the company to whose shares the New Award relates, save that in the definition of “Board” the reference to “Company” shall be read as if it were a reference to Farfetch.com Limited.

8.3. Comparable Plan

Where there is a Release Event and the Board determines that a Comparable Plan is being provided following the Release Event, Unvested Awards shall not Vest as set out in Rules 7.1 to 7.5 and shall instead be replaced by an equivalent award under the Comparable Plan. The determination of whether a plan is a Comparable Plan and whether a replacement award is an equivalent award shall be at the discretion of the Board, but shall take into account the value of shares subject to an award under the Comparable Plan , the period over which the award will Vest and any performance conditions.

A Comparable Plan shall, unless the Board determines otherwise, contain provisions which in respect of awards which are a replacement for Unvested Awards under the Plan permit that award to Vest in

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

full if the Award Holder ceases employment within the Vesting Period, other than for Gross Misconduct or voluntary resignation.

Where a Comparable Plan is offered, Unvested Awards may, if applicable, be exchanged in accordance with Rule 8.1 above for awards under the Comparable Plan, or otherwise the Award will lapse in accordance with the Rules and replacement awards will be made under the Comparable Plan.

For the avoidance of doubt, rights in respect of Vested Awards are not affected by the availability of the Comparable Plan.

9. Lapse of Awards

Notwithstanding any other provision of the Rules, an Award shall lapse on the earliest of:

●

the tenth anniversary of the Award Date;

●

the Board determining that any Performance Target or other condition imposed under Rule 4.1 has not been satisfied either in whole nor in part in respect of the Award and can no longer be satisfied in whole or in part in which case the Award shall lapse either in whole or as to such part in relation to which any Performance Target or other condition imposed under Rule 4.1 can no longer be satisfied;

●

subject to Rules 5.4 and 6.12, the Award Holder ceasing to be in Relevant Employment in any and all circumstances (including, in particular, but not by way of limitation, where the Award Holder is dismissed unfairly, wrongfully, in breach of contract or otherwise);

●

in respect of Options or Linked Awards where the Award Holder has ceased to be in Relevant Employment, 12 months following the Release Event applicable to the Award;

●

any date provided for under these Rules; and

●

the date on which the Award Holder becomes bankrupt or enters into a compromise with his creditors generally, unless the Board at its discretion determines otherwise.

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

Part C —Procedural Provisions

10.

Adjustment of Awards on Reorganisation

10.1.

Power to adjust Awards

In the event of a Reorganisation, the number of Plan Shares subject to an Award, the description of the Plan Shares, the Award Price, or any one or more of these, shall be adjusted in such manner as the Board shall determine.

Subject to the Restricted Share Agreement or Linked Share Agreement, as applicable, the Award Holder shall have the same rights as any other shareholder in respect of Restricted Shares or Linked Shares in the event of a Reorganisation. Any shares, securities or other rights allotted to an Award Holder for no consideration or with the proceeds of sale of such rights (but not with new consideration provided by the Award Holder) as a result of such Reorganisation shall be treated as if they were awarded to the Award Holder at the same time as the Restricted Shares or Linked Shares in respect of which the rights were conferred and subject to the rules of the Plan and the terms of the Restricted Share Agreement or Linked Share Agreement, as applicable.

10.2.

Award Price

No adjustment shall be made to the Award Price which would result in the Plan Shares subject to an Award being issued at a price per Plan Share lower than the nominal value of a Plan Share except where the Board puts in place arrangements to pay up the nominal value at the date of issue of the Plan Shares (or the difference between the adjusted Award Price and the nominal value as the case may be).

10.3.

Notification of Award Holders

The Company shall, as soon as reasonably practicable, notify each Award Holder of any adjustment made under this Rule 10 and explain how this affects his position under the Plan.

11.

Accounting for taxes and social security contributions

11.1. Deductions

Unless the Award Holder discharges any liability that may arise himself, the Company or any Group Member (as the case may be) may withhold such amount, or make such other arrangements as it may determine appropriate, for example to sell or withhold Plan Shares, to meet any liability to taxes or social security contributions in respect of Awards.

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

11.2.

Transfer of employer’s social security contributions

The Company may, at its discretion, require the Award Holder to pay all or any part of the employer’s social security contributions liability in relation to an Award under the Plan to the extent permitted by applicable legislation.

Where this discretion is exercised, the Board shall, where necessary to make such requirement effective, prior to the exercise of the relevant Option or Linked Option or Release of the relevant Restricted Shares or Linked Shares, resolve that the Award will not be cash settled, as permitted under Rule 6.8.

11.3.

Execution of Document by Award Holder

The Company may require an Award Holder to execute a document in order to bind himself contractually to any such arrangement as is referred to in Rules 11.1 and 11.2 and return the executed document to the Company by a specified date. It shall be a condition of Vesting of the Award that the executed document be returned by the specified date unless the Board determines otherwise.

11.4.

Tax elections

The Board may, at its discretion, determine that an Option (including a Linked Option) may not be exercised or the Plan Shares the subject of an Award of Restricted Shares or Linked Shares acquired as part of a Linked Award may not be issued or transferred to the Award Holder (or for his benefit) unless the Award Holder has beforehand signed an election under Chapter 2 of Part 7 of ITEPA 2003 or under section 83(b) of the Code or any local equivalent in the relevant jurisdictions.

12.

Issue and Listing of Plan Shares

12.1.

Rights attaching to Plan Shares

Except as set out in Rule 1.10 all Plan Shares issued and/or transferred under the Plan shall, as to voting, dividend, transfer and other rights, including those arising on a liquidation of the Company, rank equally in all respects and as one class with the Plan Shares of the same class in issue at the date of issue or transfer save as regards any rights attaching to such Plan Shares by reference to a record date prior to the date of such issue or transfer.

12.2.

Availability of Plan Shares

The Company shall at all times use its reasonable endeavours to keep available sufficient authorised but unissued Plan Shares to satisfy all Awards which the Board has determined will be satisfied by the issue of Plan Shares (whether directly to the Award Holder or indirectly via the Trustees).

12.3.

Listing of Plan Shares

If and so long as Plan Shares are listed and traded on a stock exchange the Company shall apply for the listing of Plan Shares issued under the Plan as soon as practicable.

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13.

Relationship of Plan to Contract of Employment

13.1.

Contractual Provisions

Notwithstanding any other provision of the Plan:

●

the Plan shall not form part of any contract of employment or service agreement or letter of appointment between any Group Member and an Eligible Employee;

●

unless expressly so provided in his contract of employment or service agreement or letter of appointment, an Eligible Employee has no right to be made an Award and the receipt of an Award in one year (and the calculation of the Award Price in a particular way) is no indication that the Award Holder will be made any subsequent Award;

●

the benefit to an Eligible Employee of participation in the Plan (including, in particular but not by way of limitation, any Awards held by them) shall not form any part of their remuneration or count as their remuneration for any purpose and shall not be pensionable; and

●

an Eligible Employee who becomes a Bad Leaver shall not be entitled to compensation for the loss or diminution in value of any right or benefit or prospective right or benefit under the Plan (including, in particular but not by way of limitation, any Awards held by them which lapse by reason of their becoming a Bad Leaver whether by way of damages for unfair dismissal, wrongful dismissal, breach of contract or otherwise or anything analogous thereto in any jurisdiction.

13.2.

Deemed Agreement

By executing and returning the Award Certificate to the Company, an Award Holder is deemed to have agreed to the provisions of this Rule 13.

14.

Administration of Plan

14.1.

Responsibility for administration

The Company shall be responsible for, and shall have the conduct of, the administration of the Plan. The Company may from time to time make, amend or rescind regulations for the administration of the Plan provided that such regulations shall not be inconsistent with the Rules.

14.2.

Board’s decision final and binding

The decision of the Board shall be final and binding in all matters relating to the Plan, including but not limited to the resolution of any dispute concerning, or any inconsistency or ambiguity in the Rules or any document used in connection with the Plan.

14.3.

Discretionary nature of Awards

All Awards shall be made entirely at the discretion of the Board. The exercise of any discretion of making of any decisions under the rules of the Plan shall be subject to such approvals of the Board or shareholders of the Company as are required by the Articles or the Subscription and Shareholders’ Agreement. Where the Board exercises its discretion in relation to Rules 5.3, 6.10, 6.13 or any part of Rule 7, such discretion shall, if applicable, be subject to the consent of an Investor Director Majority unless otherwise waived.

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

14.4.

Provision of information

The Award Holder shall provide to the Company as soon as reasonably practicable such information as the Company reasonably requests for the purpose of complying with its obligations under any applicable legislation.

14.5.

Cost of Plan

The cost of introducing and administering the Plan shall be met by the Company. The Company shall be entitled, if it wishes, to charge an appropriate part of such cost to a Subsidiary.

14.6.

Data protection

By accepting the making of an Award, an Award Holder is deemed to consent to the holding, processing and transfer of personal data in relation to the Award Holder by or to the Company, any Group Member, the Trustees, any third party broker, registrar or administrator or any future purchaser of the Company or relevant Group Member employing the Award Holder for all purposes relating to the operation of the Plan.

14.7.

Third party rights

Nothing in these Rules confers any benefit, right or expectation on a person who is not an Award Holder. No such third party has any rights under the Contracts (Rights of Third Parties) Act 2001 to enforce any terms of these Rules.

15.

Amendment of Plan

15.1.

Power to amend Plan

Subject to Rule 15.2, the Board may from time to time amend the Rules (including, for the purposes of establishing a sub-plan for the benefit of employees located in different tax jurisdictions).

15.2.

Rights of existing Award Holders

An amendment may not adversely affect the rights of an existing Award Holder except where the amendment has been approved by those existing Award Holders who would be adversely affected by the amendment in such manner as would be required by the Articles (with appropriate changes) if the Plan Shares subject to those Options which would be so adversely affected had been issued or transferred to them (so that they had become shareholders in the Company) and constituted a separate class of shares.

15.3.

Notification of Award Holders

The Board shall, as soon as reasonably practicable, notify each Award Holder of any amendment to the Rules under this Rule 15 and explain how it affects his position under the Plan.

16. Notices

16.1.

Notice by Company

Save as provided for by law, any notice, document or other communication given by, or on behalf of, the Company or to any person in connection with the Plan shall be deemed to have been duly given if delivered to him at his place of work, if sent by e-mail to such e-mail address as may be specified by

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

him from time to time, or sent through the post in a pre-paid envelope to the postal address last known to the Company to be his address and, if so sent, shall be deemed to have been duly given on the date of posting.

16.2.

Deceased Award Holders

Save as provided for by law, any notice, document or other communication so sent to an Award Holder shall be deemed to have been duly given notwithstanding that such Award Holder is then deceased (and whether or not the Company has notice of his death) except where his personal representatives have established their title to the satisfaction of the Company and supplied to the Company an e-mail or postal address to which notices, documents and other communications are to be sent.

16.3.

Notice to Company

Save as provided for by law, any notice, document or other communication given to the Company in connection with the Plan shall be delivered or sent by hand or sent by email, fax or post to the Company Secretary at the Company’s registered office or such other e-mail or postal address as may from time to time be notified to Award Holders but shall not in any event be duly given unless and until it is actually received at the registered office or such e-mail or postal address.

16.4.

Award Certificate

For the avoidance of doubt, the Award Certificate may not be executed or delivered by e-mail or other such similar electronic communication.

17.

Governing Law and Jurisdiction

17.1. Plan governed by English law

The formation, existence, construction, performance, validity and all aspects whatsoever of the Plan, any term of the Plan and any Award made under it shall be governed by English law.

17.2.

English courts to have jurisdiction

The English courts shall have jurisdiction to settle any dispute which may arise out of, or in connection with, the Plan.

17.3.

Jurisdiction agreement for benefit of Company

The jurisdiction agreement contained in this Rule 17 is made for the benefit of the Company only, which accordingly retains the right to bring proceedings in any other court of competent jurisdiction.

17.4.

Award Holder deemed to submit to such jurisdiction

By executive and returning the Award Certificate to the Company, an Award Holder is deemed to have agreed to submit to such jurisdiction.

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

18. Interpretation

18.1.

Definitions

In this Plan, unless the context otherwise requires, the following words and expressions have the following meanings:

Acting In Concert has the meaning given to it in The City Code on Takeovers and Mergers published by the Panel on Takeovers and Mergers (as amended from time to time);

Adoption Date means the date on which the Plan is adopted by the Board;

Articles means the articles of association of the Company from time to time;

Asset Sale means a sale of all or substantially all of the assets of the Company or the grant of an exclusive licence over all or substantially all of the assets of the Company;

Award means an Option or an award of Restricted Shares or a Linked Award made under the Plan;

Award Certificate means a statement in a form determined by the Company setting out details of the Award as set out in Rule 1.4;

Award Date means the date on which an Award is made in accordance with Rule 1.3;

Award Holder means an individual who holds an Award or, where the context permits, his legal personal representatives;

Award Price means the amount (if any) per Plan Share payable on the exercise of an Option, realisation of a Linked Award or acquisition of Restricted Shares or Linked Shares, determined in accordance with Rule 3;

Bad Leaver means an individual who ceases to be an Eligible Employee due to Gross Misconduct or who, following cessation of Relevant Employment, is in breach of any restrictive covenants prior to the applicable Release Event in respect of an Award;

Board means the board of directors of the Company or a duly authorised committee of it (which may where agreed by the Board include members who are not directors of the Company);

Code means the United States Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative guidelines promulgated thereunder;

Company means Farfetch.com Limited incorporated in the Isle of Man under company number 000657V;

Comparable Plan means a plan or other arrangement under which awards will be made to an Award Holder which are considered as commercially similar to Unvested Awards, in accordance with Rule 8.3;

Controlling Interest means an interest in shares giving to the holder or holders control of the Company within the meaning of section 1124 of the UK Corporation Tax Act 2010;

Dealing Restrictions means restrictions on dealings imposed by statute, order or regulation or Government directive, or by the Model Code or any code adopted by the Company based on the Model Code;

Deferred Shares has the meaning given in the Articles;

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Eligible Employee means an individual who, at the Award Date, is a bona fide employee or director (excluding, for the avoidance of doubt, a non-executive director) of a Group Member:

Employee Shareholder’s Agreement has the meaning given in section 205A of the UK Employment Rights Act 1996;

Employee Shareholder Shares are Plan Shares that meet the conditions set out in section 205A of the UK Employment Rights Act 1996;

Employees’ Share Scheme has the meaning set out in section 1166 of the UK Companies Act 2006;

Exit Event means a Liquidation, Listing, Sale or a distribution made in accordance with the Articles following an Asset Sale;

Financial Conduct Authority means the “competent authority” as that expression is defined in Part VI of the UK Financial Services and Markets Act 2000;

Gain means the difference between the Market Value of a Plan Share on the date of exercise of an Option and (ii) the Award Price, multiplied by the number of Plan Shares in respect of which the Option is being exercised;

Group means the Company and each of its Subsidiaries from time to time and Group Member shall be interpreted accordingly;

Gross Misconduct means a breach by the Award Holder of his service agreement which would entitle a Group Member to summarily terminate such service agreement or terms of service;

Investor Director Majority has the meaning given to it in the Articles;

ITEPA 2003 means the UK Income Tax (Earnings and Pensions) Act 2003;

Linked Award means a combined award consisting of a Linked Option and Linked Shares under which the right of exercise of the Linked Option is adjusted in accordance with Rule 6.4;

Linked Option means an Option granted to an Award Holder under a Linked Award and which, in the relevant Award Certificate, is expressed as being a Linked Option for the purposes of these Rules;

Linked Share Agreement means an agreement referred to in Rule 1.10;

Linked Shares means Plan Shares awarded as part of a Linked Award and which, in the relevant Award Certificate, are expressed as being Linked Shares for the purposes of these Rules where the Award Holder is the owner of the Plan Shares from the Award Date subject to the terms of the Linked Award;

Liquidation means the liquidation or winding up of the Company (except for the purposes of a solvent reorganisation, reconstruction or amalgamation where no cash or cash equivalent is distributed to shareholders of the Company);

Listing means a successful application being made to the United Kingdom Listing Authority and the London Stock Exchange plc for admission to listing and trading of any of the shares in the Company, or a successful application for admission to trading of any such shares to any other recognised investment exchange or overseas investment exchange;

London Stock Exchange means the London Stock Exchange plc or any successor body;

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Market Value on any day means

(a)

if at the relevant time Plan Shares are listed in the Daily Official List of the London Stock Exchange (or any other recognised stock exchange within the meaning of section 1005 of the UK Income Tax Act 2007 or the Alternative Investment Market of the London Stock Exchange), the middle market quotation (as derived from that List) on the preceding Dealing Day;

(b)

Where such value is determined at or around the time of an Exit Event, the value of the relevant share as implied by the terms of the relevant event; or

(c)

Where neither (a) nor (b) applies, the Prescribed Price determined in accordance with the Articles.

Model Code means the Model Code on directors’ dealings in securities as set out in Listing Rule 9, Annex 1 of the Listing Rules issued by the Financial Conduct Authority in its present form and as amended from time to time;

New Holding Company means a company which obtains a Controlling Interest of the Company where the New Holding Company’s shares are held in substantially the same proportions by substantially the same persons who previously held the Company’s shares;

Option means a right to acquire Plan Shares granted under the Plan, including a Linked Option where appropriate;

Performance Target means any performance target imposed as a condition of the Vesting of an Award under Rule 4.1 and as substituted or varied in accordance with Rule 4.2;

Plan means Farfetch.com Limited 2015 Long-Term Incentive Plan as amended from time to time;

Plan Shares means shares of any class in the capital of the Company (or any shares representing them);

Realisation Notice means a notice in respect of a Linked Award which sets out the number of Plan Shares over which the Linked Award is to be realised;

Released means, in relation to Restricted Shares and Linked Shares, that the transfer restrictions contained in the Restricted Share Agreement or Linked Share Agreement, as applicable, no longer apply so that the shares are transferrable or assignable in accordance with the Articles(and Release shall be interpreted accordingly);

Release Event means an Exit Event or such earlier date as the Board declares as a Release Event;

Relevant Employment means employment or directorship (as the case may be) with any Group Member;

Reorganisation means any variation in the share capital of the Company, including but without limitation a capitalisation issue, rights issue, rights offer or bonus issue and a sub-division, consolidation or reduction in the capital of the Company;

Restricted Shares means Plan Shares where the Award Holder is the owner of the Plan Shares from the Award Date subject to the Restricted Share Agreement;

Restricted Share Agreement means an agreement referred to in Rule 1.10;

Rules mean the rules of the Plan;

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

Sale means the acquisition of a Controlling Interest as defined in the Articles as in effect at the Award Date, which for the avoidance of doubt excludes the acquisition of a Controlling Interest by a New Holding Company;

Subscription and Shareholders’ Agreement means the Subscription and Shareholders’ Agreement relating to Farfetch.com Limited dated 29 April 2014, as amended from time to time, together with any further Subscription and Shareholders’ Agreement relating to Farfetch.com Limited entered into during the term of the Plan;

Subsidiary means a company which is a subsidiary of the Company within the meaning of section 220 of the Companies Act 2006;

Trustees means the trustees of any trust created by a Group Member which, when taken together with the Plan, constitutes an Employees’ Share Scheme;

Unreleased Shares means Restricted Shares or Linked Shares that are not Released on or before the date on which the Award lapses or, in the case of a Linked Award, where the Linked Option has no remaining unexercised balance;

Vest means an Award Holder in relation to an Option becoming entitled to exercise an Option and in relation to Restricted Shares means the restrictions set out in the Restricted Share Agreement ceasing to have effect and in relation to a Linked Award becoming entitled to submit a Realisation Notice, subject in each case to the occurrence of a Release Event (and Vesting, Vested and Unvested shall be interpreted accordingly).

18.2.

Interpretation

In the Plan, unless otherwise specified:

●

save as provided for by law a reference to writing includes any mode of reproducing words in a legible form and reduced to paper or electronic format or communication including, for the avoidance of doubt, correspondence via e-mail; and

●

the UK Interpretation Act 1978 applies to the Plan in the same way as it applies to an enactment.

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Schedule 1- Calculations to be performed on receipt of Realisation Notice in respect of Linked Award

If a valid Realisation Notice has been received in respect of a Linked Award then this Schedule shall apply to determine (a) the number of Linked Shares that are Released; and (b) the actual number of Plan Shares subject to the Linked Option in respect of which the Linked Option shall be exercised at that time and which are therefore to be issued or transferred to the Award Holder; and (c) the number of Plan Shares subject to the Linked Option that the Option shall be treated as lapsing in respect of that Realisation Notice.

1	For the purposes of this schedule:

1.1	“Remaining Linked Shares Value” means the value of the Remaining Linked Shares calculated as follows:

Remaining Linked Shares Value=Remaining Linked Shares ×LMV

1.2	“LMV” shall mean the Market Value of a Linked Share on the relevant date less the Award Price paid for the Linked Share;

1.3	“OMV” shall mean the Market Value of a Plan Share subject to the Linked Option on the relevant date;

1.4	“Option Gain” means the ‘in the money value’ of the Plan Shares which are the subject of the Realisation Notice, such value being calculated as follows:

Option Gain=X×(OMV-Exercise Price + DE)

1.5

“DE” means the amount per share that has been paid by way of dividend or other distributions in respect of shares of the same class as the relevant Plan Shares in the period between the Award Date and the date of exercise or realisation as applicable, unless the Board has determined in accordance with rule 6.10 that such amounts are not due in respect of a particular dividend or other distribution.

1.6	“Exercise Price” means the Award Price of the Linked Option;

1.7	“Remaining Linked Shares” means such number of the Linked Shares that have not yet been Released at the relevant time and are still held by the Award Holder; and

1.8	“X” means the number of Shares in respect of which the Realisation Notice has been submitted, which is specified in the relevant Realisation Notice.

2	If there are no Remaining Linked Shares at the relevant date, the Linked Option shall be exercised over the number of Plan Shares specified in the Realisation Notice.

3	*Linked Share Value less than Option Gain*

3.1	If the Remaining Linked Shares Value is equal to or less than the Option Gain then:

3.1.1

subject to Rule 6.5, all of the Remaining Linked Shares shall be Released;

3.1.2

the Linked Option shall be exercised in respect of a number of Plan Shares (“Y”) where:

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

Y =

(Option Gain – (X × DE) – Remaining Linked Shares Value)

(OMV – Exercise Price)

and Y shall be rounded down to the nearest whole number (provided that Y may not be more than X and if a negative number shall be treated as nil); and

3.1.3

the Linked Option shall lapse in respect of a number of Plan Shares calculated as X – Y;

3.1.4

The amount receivable by an Award Holder in respect of dividend equivalents in accordance with Rule 6.10 shall be limited to the amount of the Option Gain less the value of the Remaining Linked Shares Released in accordance with 3.1.1 and the gain at exercise of the Linked Option in accordance with 3.1.2, being Y × (OMV – Exercise Price).

4	*Linked Share Value greater than Option Gain*

4.1	If the Remaining Linked Shares Value is greater than the Option Gain then:

4.1.1

a number of the Remaining Linked Shares (“Z”) shall be Released, where:

Z =

Option Gain

LMV

and Z shall be rounded down to the nearest whole number;

4.1.2

the Linked Option shall be exercised in respect of none of the Plan Shares;

4.1.3

no dividend equivalents shall be payable in accordance with Rule 6.10; and

4.1.4

the Linked Option shall lapse in respect of such number of Plan Shares as is equal to X.

5	If the Realisation Notice is in respect of all remaining Plan Shares under the Linked Option, any Remaining Linked Shares after carrying out the computation in paragraph 4 above shall become Unreleased Linked Shares.

6	Any calculation to be carried out under this Schedule shall be performed by or on behalf of the Board, whose determination shall (in the absence of manifest error) be final and binding.

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Schedule 2 – Standard Vesting Schedule

The Vesting provisions below shall apply unless otherwise determined by the Board at the Award Date and set out in the Award Certificate.

The proportion of the Award that shall Vest and thereby eligible for [exercise/Release] on or after an Exit Event shall be as follows:

First anniversary of Award Date

25%

At the end of each calendar quarter thereafter

6.25%

Such that the Award will be fully Vested on the fourth anniversary of the Award Date

For the purposes of this schedule “calendar quarter” means a period of three months ending on the same day of the month as the Award Date (or the last day of the relevant month, if there is no such date).

Where there is an Exit Event prior to the first anniversary of the Award Date, the Award shall be treated as Vested as to 6.25% for each completed calendar quarter after the Award Date.

Where on a cumulative basis the number of Plan Shares calculated above is not a whole number, the number of Plan Shares Vesting shall be rounded down to the nearest whole share.

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

Part II

The Farfetch.com Limited 2015

Long-Term Incentive Plan —

Non-employee plan

General

1.1

These rules shall form The Farfetch.com Limited 2015 Non-employee Long-Term Incentive Plan (“the 2015 Non-employee Plan”).

1.2

Notwithstanding that these rules shall incorporate certain provisions of The Farfetch.com Limited 2015 Long-Term Incentive Plan adopted by the Company on 13 February 2015 (“the 2015 LTIP”) the Non-employee Plan shall in no way form part of, and shall at all times remain independent and distinct from the 2015 LTIP.

2	Operative rules of the Non-employee Plan

2.1	The rules of the 2015 LTIP in place as at the date on which these rules are adopted shall with the following modifications form the rules of the 2015 Non-employee Plan:

2.1

References in the 2015 LTIP to “the Plan” shall be read as references to “the 2015 Non-employee Plan”;

2.2

The term ‘Employees’ Share Scheme’ shall be deleted from the definitions.

2.3

The following definitions shall be inserted:

“Break in Continuous Service” means that the provision of the Continuous Services by the NED or Service Provider has terminated or ceased for a reason other than:

(i)

where there is a change of status of the NED or Service Provider and notwithstanding the change in status that NED or Service Provider continues to provide services to the Company or any member of its Group in a different capacity which would, whether under the 2015 LTIP or any other plan operated by the Company, entitle the NED or Service Provider to participate in such plan;

(ii)

where any suspension of Continuous Service is on the basis of any leave of absence, or suspension agreed with the Board in advance; or

(iii)

any other reason as may be determined at the discretion of the Board.

“Service Provider” any person who is engaged by the Company or a member of its Group, otherwise than as an NED or an employee, to render services and is compensated for such services;

“Continuous Service” means that the Eligible Participant’s service with the Company or any member of its Group, whether as an NED or Service Provider, is not interrupted or terminated. A change in the capacity in which the Service Provider or

FARFETCH.COM LIMITED 2015 LONG-TERM INCENTIVE PLAN

NED renders service to the Company or a member of its Group as an NED or Service Provider or a change in the entity for which the NED or Service Provider renders such service, provided that there is no interruption or termination of the NED’s or Service Provider’s service with the Company or any member of its Group, shall not terminate an NED’s or Service Provider’s Continuous Service;

“NED” means a non-executive director of the Company or any member of its Group and who is not also an employee.

2.3

References in the 2015 LTIP to:

“Bad Leaver” shall instead be defined as “an Eligible Participant in relation to whom there has been a Break in Continuous Service due to Gross Misconduct or who, following a Break in Continuous Service, is in breach of any restrictive covenants or other contractual obligations prior to the applicable Release Event in respect of an Award.”

“Gross Misconduct” shall instead be defined as:

“in relation to a Break in Continuous Services, circumstances in which the Group Member which engages the Award Holder would have been entitled to summarily effect a Break in Continuous Services which, subject to the overriding discretion of the Board, shall include but not be limited to circumstances where:

(i)

the Award Holder has failed, refused or wilfully neglected to perform the services required of him in his capacity as Service Provider or NED:

(ii)

the Company believes in good faith that the Award Holder has engaged in fraudulent conduct in connection with the business of any Group Member or committed a felony; or

(iii)

the Award Holder has breached a trade secret or confidential information agreement with any Group Member.”

“employment” shall be read as “engagement”

“employee” shall be read as “Service Provider or NED”

“contract of employment” shall read as a reference to “contract relating to the Continuous Services”

“ceasing to be employed” and “ceases to be employed” shall read as a reference to “having had a Break in Continuous Service” and ‘cessation’ and ‘date of cessation’ shall be construed accordingly.

“Eligible Employee” shall be read as a reference to “Eligible Participant”

2.4

For the purposes of limits on Plan Shares available for award under the 2015 Non-employee Plan, the limit in Rule 2 of the 2015 LTIP shall apply to the 2015 Non-employee Plan together with the 2015 LTIP.

2.5

The words “unfair dismissal, wrongful dismissal” shall be deleted from Rule 13.1.

2.6

Rule 5.6 and the third bullet of Rule 13.1 of the 2015 LTIP shall not apply.

EX-10.5 10 d532260dex105.htm EX-10.5 EX-10.5

Exhibit 10.5

June 12, 2017

ADVANCE MAGAZINE PUBLISHERS INC.

and

CN COMMERCE LTD

and

FARFETCH UK LIMITED

and

FARFETCH.COM LIMITED

ASSET PURCHASE AGREEMENT

LOGO

99 Bishopsgate

London EC2M 3XF

United Kingdom

Tel: +44.20.7710.1000

www.lw.com

TABLE OF CONTENTS


Clause		Page

1.	DEFINITIONS AND INTERPRETATION		1

2.	SALE OF ASSETS		8

3.	CONSIDERATION		9

4.	CONDITIONS		9

5.	PRE-COMPLETION OBLIGATIONS		10

6.	COMPLETION		10

7.	POST-COMPLETION OBLIGATIONS		11

8.	WARRANTIES OF THE VENDORS		13

9.	POST-COMPLETION OBLIGATIONS OF THE PURCHASER		13

10.	WARRANTIES OF THE PURCHASER AND FARFETCH.COM		15

11.	[NOT USED]		16

12.	RESTRICTIONS ON THE VENDORS		16

13.	LICENCES		16

14.	LIABILITIES		16

15.	EMPLOYEES		17

16.	IP		21

17.	VAT		21

18.	CONFIDENTIALITY AND ANNOUNCEMENTS		22

19.	TERMINATION		23

20.	FURTHER ASSURANCE		24

21.	ENTIRE AGREEMENT AND REMEDIES		24

22.	POST-COMPLETION EFFECT OF AGREEMENT		25

23.	WAIVER AND VARIATION		25

24.	INVALIDITY		25

25.	ASSIGNMENT		26

26.	PAYMENTS, SET OFF AND DEFAULT INTEREST		26

27.	NOTICES		27

28.	COSTS		28

29.	RIGHTS OF THIRD PARTIES		28

30.	COUNTERPARTS		29

31.	GOVERNING LAW AND JURISDICTION		29

32.	PROCESS AGENT		29

SCHEDULE 1			30

	PRE-COMPLETION OBLIGATIONS



SCHEDULE 2					31



	COMPLETION OBLIGATIONS

SCHEDULE 3		33

	WARRANTIES

SCHEDULE 4		39

	LIMITATIONS ON VENDORS’ LIABILITY

SCHEDULE 5		42

	[NOT USED]

SCHEDULE 6		43

	STOCK

SCHEDULE 7		44

	INTELLECTUAL PROPERTY

THIS AGREEMENT is made on 12 June 2017

BETWEEN

(1)	ADVANCE MAGAZINE PUBLISHERS INC., a company incorporated and registered in the State of New York, USA, with Employer Identification Number 13-3479374 and an office address at 1 World Trade Center, New York, NY 10007 USA (“AMPI”);

(2)	CN COMMERCE LTD, a company incorporated in England and Wales with registered number 9175967 and having its registered office at 128 Albert Street, London, United Kingdom, NW1 7NE (“CN Commerce”);

(3)	FARFETCH UK LIMITED, a company incorporated in England and Wales with registered number 6400760 and having its registered office at The Bower, 211 Old Street, London, England, EC1V 9NR (the “Purchaser”); and

(4)	FARFETCH.COM LIMITED, a company incorporated in the Isle of Man with registered number 000657V and having its registered office at Grosvenor House 66-67 Athol Street, Douglas, Isle Of Man, IM1 1JE (“Farfetch.com”).

WHEREAS

(A)	CN Commerce intends for the Business to cease taking customer orders on or prior to completion and terminate (or procure termination of) the operations of the Business as soon as reasonably practicable after Completion and after the fulfilment of customer orders placed prior to Completion.

(B)	The Vendors wish to sell (or procure the sale of) and the Purchaser wishes to acquire the Assets subject to the terms of this Agreement.

IT IS AGREED THAT

1.	DEFINITIONS AND INTERPRETATION

1.1	In this Agreement, unless the context otherwise requires:

“Affiliate” means, in relation to a body corporate, any subsidiary or holding company of such body corporate, and any subsidiary of any such holding company, in each case from time to time;

“Agreed Form” means, in relation to a document, the form of that document initialled by or on behalf of each of the parties for identification;

“Assets” has the meaning given in Clause 2;

“Authority” means any competent governmental, administrative, supervisory, regulatory, judicial, determinative, disciplinary, enforcement or tax raising body, authority, agency, board, department, court or tribunal of any jurisdiction and whether supranational, national, regional or local;

“Business” means the luxury e-commerce business of “Style.com”, as carried on by CN Commerce and certain of its Affiliates;

“Business Day” means a day (other than a Saturday or Sunday) on which banks in the City of London are open for ordinary banking business;

“Claim” means any claim by the Purchaser for breach of any of the Warranties;

“Collaboration Agreement” means the collaboration services agreement in the Agreed Form to be entered into between the Company, the Purchaser and AMPI;

“Completion” means completion of the sale and purchase of the Assets in accordance with Clause 6;

“Completion Date” means the date on which Completion takes place;

“Conditions” means the conditions set out in Clause 4.1;

“Confidential Information” has the meaning given in Clause 18.1;

“Consideration” has the meaning given in Clause 3.1;

“Consideration Shares” has the meaning given in Clause 3.2;

“Customer Information” means all information held by CN Commerce about customers of the Business or users who signed up for newsletters of, or pursuant to marketing efforts of, the Business, including, where possible, transactional data (including order value), email addresses and contact telephone numbers of such customers or users, and including the information about such customers and users disclosed in the Data Room, provided such information is held in connection with the Business and not with that of any other business carried out by the Vendor Group;

“Customer Personal Data” means all Personal Data comprised in the Customer Information;

“Data Protection Laws” means all applicable laws, regulations, guidelines and codes of practice issued by governmental authorities having applicable jurisdiction and relating to data protection, use of electronic data and privacy matters, including the Data Protection Act 1998 (“DPA”), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended) (“PECR”), Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (repealing the DPA and its implementing Directive 95/46/EC) (once it becomes applicable) (“GDPR”), Regulation (EU) 2017/003 of the European Parliament and of the Council concerning the respect for private life and the protection of personal data in electronic communications (repealing PECR and its implementing legislation Directive 2002/58/EC) (once it becomes applicable) and any relevant analogous legislation or requirements in other jurisdictions, and the terms “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “process” and “processing” have the meanings given to them in the DPA or, once it becomes applicable, the GDPR.

“Disclosure Documents” means the bundle of documents annexed to the Disclosure Letter and listed in Annex A thereto;

“Disclosure Letter” means the disclosure letter dated the date hereof, written and delivered by or on behalf of the Vendors to the Purchaser immediately before the signing of this Agreement, including the Disclosure Documents;

“Editorial Material” means:

(a)

(i) articles, photographs, images and other editorial material and content exclusively used in the Business or acquired or developed for exclusive use in the Business and (ii) photos, videos, writing and other content posted or displayed on the user accounts listed in the definition of Social Media Accounts and exclusively used in the Business; provided the foregoing shall only include any such material or content owned or licensed by the Vendor Group and shall exclude any such material licensed from a third-party under a contract of the Vendor Group which is not exclusively used in the Business; and

(b)

all other photos, videos, writing and other content posted or displayed on the user accounts listed in the definition of Social Media Accounts not covered by subclause (a) above, provided that any rights in and to such content included in the Transferring Intellectual Property shall be limited solely to the extent of CN Commerce’s rights in and to such content with respect to their use on the user accounts listed in the definition of Social Media Accounts;

“Employees” means the individuals employed by the Vendors or any member of the Vendor Group who are exclusively or predominantly engaged in the Business immediately prior to Completion;

“Encumbrance” means any interest or equity of any person (including any right to acquire, option or right of pre-emption), any mortgage, charge, pledge, lien, assignment, hypothecation, security interest (including any created by Law), title retention or other security agreement or arrangement;

“Exchange Rate” means with respect to a particular currency for a particular day, the closing mid-point spot rate of exchange for that currency into dollars on such date as published in the London edition of the Financial Times first published thereafter or, where no such rate is published in respect of that currency for such date, at the rate quoted by HSBC Bank plc as at the close of business in London as at such date;

“Excluded Contracts” means all:

(a)

employment contracts;

(b)

oral contracts;

(c)

contracts which involve expenditure by, or revenue to, the Vendor Group of less than $20,000 unless otherwise material to the Business; and

(d)

contracts relating to Editorial Material;

“Exit PoAs” means the deeds of undertaking and power of attorney in the Agreed Form to be entered into between Farfetch.com and each of the Vendors;

“Hired Employee” has the meaning set out in Clause 15.5;

“Indemnity Employees” has the meaning set out in Clause 15.6;

“Intellectual Property” means all rights in patents, utility models, trade marks, service marks, logos, getup, trade names, internet domain names, copyright (including rights in computer software), design rights, moral rights, database rights, topography rights, plant variety rights, confidential information and confidential knowledge (including know how, inventions, secret formulae and processes, market information, and lists of customers and suppliers), and rights protecting goodwill and reputation, in all cases whether registered or unregistered, all other forms of protection having a similar nature or effect anywhere in the world to any of the foregoing and all applications for or registrations of any of the foregoing rights;

“IP Assignments” means the intellectual property assignment agreements in the Agreed Form between the Purchaser and each of owners of the Transferring Intellectual Property, pursuant to which all the Transferring Intellectual Property shall be assigned to the Purchaser with effect from Completion;

“Italy Domain” means the style.it internet domain name and any right to the registration of such domain name;

“Losses” means all costs, losses, liabilities, damages, claims, demands, proceedings, expenses, penalties and reasonable legal and other professional fees, including any direct or indirect consequential losses, loss of profit and loss of reputation;

“Material Adverse Effect” means any change, event, occurrence or circumstance that, individually or in the aggregate with all other changes, events occurrences and circumstances, results in, or could reasonably be expected to result in, a material adverse effect on the Assets taken as a whole, or on the ability of the Vendors to perform their obligations hereunder or to consummate the transactions contemplated hereby; provided, however, that in determining whether there has been a Material Adverse Effect, any adverse change, effect, event, occurrence or state of facts, circumstances or conditions resulting from or attributable or relating to an Excluded Matter shall be disregarded and no Excluded Matter shall be deemed, either alone or in combination, to constitute a Material Adverse Effect. “Excluded Matter” means any one or more of the following: (a) the effect of any change in the United States, United Kingdom or foreign economies or securities or financial markets; (b) the effect of any change that generally affects any industry in which the Business operates to the extent that such effect does not disproportionately affect the Vendors; (c) the effect of any action taken by the Purchaser Group or any action taken by the Vendor Group at the written request of Purchaser or its Affiliates or as required by this Agreement; (d) the effect of any changes after the date of this Agreement in applicable Laws or accounting rules not uniquely relating to the Vendor Group; or (d) the indirect or consequential effect of any outbreak of hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing or underway as of the date of this Agreement;

“Ordinary Shares” means the ordinary shares in the capital of Farfetch.com having par value of £0.10 each and having the rights and privileges set out in Farfetch.com’s constitutional documents;

“Pension Scheme” means any pension scheme of whatever nature;

“Personal Data” has the meaning given to it in the DPA or, once it becomes applicable, the GDPR;

“Pre-Order Stock” means (a) stock-in-trade intended for use in the Business and deliverable to the Vendor Group after Completion which the Vendor Group has prepaid in full as of Completion, and (b) stock-in-trade intended for use in the Business and deliverable to the Vendor Group after Completion which the Vendor Group has placed an order for as of the Completion;

“Purchaser Group” means the Purchaser and each of its Affiliates;

“Purchaser’s Bank Account” means the sterling bank account at Citibank NA London with account name Farfetch UK Limited, account number ########, sort code ##-##-##, SWIFT code ######## and IBAN ###################### (or such other account as the Purchaser shall notify to the Vendors at least five Business Days before the relevant due date for payment);

“Purchaser’s Solicitors” means Latham & Watkins (London) LLP of 99 Bishopsgate, London EC2M 3XF;

“Records” means the Transferring Databases and all data, records, materials and databases, in any form or medium (including, paper, electronically stored data, magnetic media, microfiche, film and microfilm), of the Vendors and any Relevant Affiliate, which relate exclusively to the Assets; provided that the Records shall not include the VAT Records or any other records in relation to Tax save to the extent that the Vendors are required by law to provide such Records to the Purchaser;

“Redundancy Process” has the meaning set out in Clause 15.2;

“Relevant Affiliate” means an Affiliate of a Vendor which is or has been involved in the Business;

“Representatives” means, in relation to a party, its Affiliates and their respective directors, officers, employees, agents, consultants and advisers;

“Social Media Accounts” means login credentials and such rights as are commonly enjoyed by a holder of a social media account in relation to the following user accounts:

(a)

https://www.instagram.com/styledotcom/;

(b)

https://www.facebook.com/styledotcom/;

(c)

https://twitter.com/StyleDotCom;

(d)

https://www.snapchat.com/add/styledotcom;

(e)

https://uk.pinterest.com/styledotcom/; and

(f)

https://www.youtube.com/user/style;

“Stock” means all stock-in-trade of the Vendor Group held for use in the Business which has been fully paid for by a member of the Vendor Group as of Completion; provided that Stock shall exclude (i) any item which the Vendor Group has sold to a customer prior to Completion in the ordinary course of business on normal arm’s length terms but not yet fulfilled as of Completion, and (ii) any item manufactured by a brand which does not allow any member of the Purchaser Group to sell such brand’s merchandise. Stock-in-trade of the Vendor Group held for use in the Business which has been fully paid for by the Vendor Group as of April 30, 2017 consists of the items set forth on Schedule 6;

“Tax” means:

(a)

all forms of tax, levy, impost, contribution, duty, liability and charge in the nature of taxation and all related withholdings or deductions of any nature (including, for the avoidance of doubt, PAYE and National Insurance contribution liabilities in the United Kingdom and corresponding obligations elsewhere); and

(b)

all related fines, penalties, charges and interest,

imposed or collected by a Tax Authority whether directly or primarily chargeable against, recoverable from or attributable to any person (and “Taxes” and “Taxation” shall be construed accordingly);

“Tax Authority” means a taxing or other governmental (local or central), state or municipal authority (whether within or outside the United Kingdom) competent to impose a liability for or to collect Tax;

“Transaction” means the transactions contemplated by this Agreement and/or the other Transaction Documents or any part thereof;

“Transaction Documents” means this Agreement, the Disclosure Letter, the Collaboration Agreement, the Warrant Instrument, the IP Assignments and the Exit PoAs;

“Transferring Databases” means those databases comprising the Customer Information;

“Transferring Intellectual Property” means all Intellectual Property in:

(a)

the marks and trade marks listed in listed in Schedule 7 and all other marks, trade marks, service marks, trade names, logos, symbols, or other brand identifiers used exclusively in the Business and owned by the Vendor Group;

(b)

the internet domain names and any right to the registration of such domain names listed on Schedule 7 and any other internet domain name that is comprised of “www.style.” and a domain name suffix (including all ccTLD and gTLD suffixes) owned by the Vendor Group and any right to the registration of such domain names;

(c)

the Transferring Databases;

(d)

the Editorial Material; and

(e)

Social Media Accounts,

and all applications for or registrations of any of the foregoing rights;

“TUPE Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006;

“Valuation Event” means, in respect of Ordinary Shares, a Sale (as defined in Farfetch.com’s articles of association), Equity Raise (as defined in the Warrant Instrument) or independent valuation;

“VAT” means value added tax or any similar Tax, whether chargeable in the United Kingdom or elsewhere;

“VATA 1994” means the Value Added Tax Act 1994;

“VAT Records” means such records relating to the Business as are required to be preserved after Completion pursuant to the provisions of paragraph 6 Schedule 11 VATA 1994;

“Vendor Group” means the Vendors and each of their respective Affiliates;

“Vendors” means AMPI and CN Commerce, and “Vendor” shall mean any of them;

“Vendors’ Bank Account” means the bank account at JPMorgan Chase Bank with account name Advance Magazine Publishers Inc., account number ###-######, SWIFT code ########, routing number ######### (or such other account as AMPI shall notify to the Purchaser at least five Business Days before the relevant due date for payment);

“Warrant Instrument” means the warrant instrument in the Agreed Form to be executed by Farfetch.com on Completion in connection with the Collaboration Agreement;

“Warranties” means the representations and warranties set out in Clause 8 and Schedule 3; and

“Working Hours” means 9:30 am to 5:30 pm on a Business Day.

1.2	In this Agreement, unless the context otherwise requires:

(a)

“holding company” and “subsidiary” mean “holding company” and “subsidiary” respectively as defined in section 1159 of the Companies Act 2006 and “subsidiary undertaking” means “subsidiary undertaking” as defined in section 1162 of the Companies Act 2006;

(b)

every reference to a particular Law shall be construed also as a reference to all other Laws made under the Law referred to and to all such Laws as amended, re-enacted, consolidated or replaced or as their application or interpretation is affected by other Laws from time to time and whether before or after Completion provided that, as between the parties, no such amendment or modification shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party;

(c)

the expression “so far as the Vendors are aware” and any similar expression are deemed to mean the actual knowledge of the Vendors, having made reasonable enquiries of Bradley Stoutenburgh, Matthew Starker, Franck Zayan, Ijaz Akram and Olivier Germany;

(d)

references to clauses and schedules are references to Clauses of and Schedules to this Agreement, references to paragraphs are references to paragraphs of the Schedule in which the reference appears and references to this Agreement include the Schedules;

(e)

references to the singular shall include the plural and vice versa and references to one gender include any other gender;

(f)

references to a “party” means a party to this Agreement and includes its successors in title, personal representatives and permitted assigns;

(g)

(h)

references to a “company” includes any company, corporation or other body corporate wherever and however incorporated or established;

(i)

references to “sterling”, “pounds sterling” or “£” are references to the lawful currency from time to time of the United Kingdom;

(j)

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

(k)

for the purposes of applying a reference to a monetary sum expressed in dollars, an amount in a different currency shall be deemed to be an amount in sterling translated at the Exchange Rate at the relevant date;

(l)

references to times of the day are to London time unless otherwise stated;

(m)

references to writing shall include any modes of reproducing words in a legible and non-transitory form;

(n)

(o)

words introduced by the word “other” shall not be given a restrictive meaning because they are preceded by words referring to a particular class of acts, matters or things; and

(p)

1.3	The headings and sub-headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement.

1.4	Each of the schedules to this Agreement shall form part of this Agreement.

1.5	References to this Agreement include this Agreement as amended or varied in accordance with its terms.

1.6	All warranties, representations, indemnities, covenants, agreements and obligations given or entered into by a Vendor under this Agreement are given or entered into jointly and severally with the other Vendor.

2.	SALE OF ASSETS

On the terms set out in this Agreement and subject to Clause 14.1, the Vendors shall sell, or procure the sale by their Affiliates of, and the Purchaser shall purchase the assets listed below (the “Assets”), with effect from Completion (except for the Italy Domain, which sale and purchase shall be with effect on the 30^th day following Completion), with full title guarantee, free from all Encumbrances:

(a)

the Stock;

(b)

the Transferring Intellectual Property; and

(c)

the Records.

2.2

The rights being transferred by the Vendors in Editorial Material included in the Assets are limited to the extent of such rights held by the Vendors or their Relevant Affiliates, and are subject to any third party restrictions in respect of such rights to which the relevant Vendor is subject immediately prior to Completion. Nothing in this Agreement shall require a Vendor to acquire or assign to the Purchaser any additional rights in such Editorial Material beyond the rights held by a Vendor immediately prior to Completion or require a Vendor to obtain releases to any third party restrictions in respect of the rights held by any such Vendor immediately prior to Completion.

3.	CONSIDERATION

3.1	The purchase price for the sale of the Assets shall be the sum of $12,500,000 (the “Consideration”).

3.2

The Consideration (for the avoidance of doubt, excluding any amount in respect of any applicable VAT, which shall be payable in accordance with Clause 17) shall be satisfied by the issue at Completion by Farfetch.com to the Vendors of 258,265 Ordinary Shares (the “Consideration Shares”) in aggregate, which Farfetch.com agrees to allot as follows:

(a)

to AMPI, 129,133 Ordinary Shares; and

(b)

to CN Commerce, 129,132 Ordinary Shares,

provided that such allotments of shares shall not constitute any apportionment of the Consideration as between the Assets. The apportionment of Consideration as between the Assets shall be determined by the Purchaser, in its sole discretion, following Completion, which shall be finalized by no later than December 31, 2017. The Purchaser shall give AMPI an opportunity and reasonable time to review and make comments on any apportionment the Purchaser proposes before the Purchaser makes its final determination of such apportionment, provided that the final determination of such apportionment shall be in the Purchaser’s sole discretion.

3.3	The Consideration shall, subject to any further adjustment pursuant to Clause 26.2, be adopted for all Tax reporting purposes.

3.4	The parties agree that the allocation of a specific amount to each of the Assets shall not in any way limit the Purchaser’s remedies or any amount recoverable by the Purchaser in respect of any Asset.

4.	CONDITIONS

4.1	Completion shall be subject to the following Conditions being satisfied (or waived in accordance with Clause 4.7) by the date and time provided in Clause 4.1:

(a)

the Business having ceased to accept customer orders; and

(b)

since the date of this Agreement, there having been no change, event, occurrence or circumstance that has had a Material Adverse Effect,

save, in each case, to the extent that the same is conditional only upon satisfaction or waiver of any of the Conditions in accordance with this Clause 4.

4.2	The parties shall use all their reasonable endeavours (so far as lies within their respective powers), each at their own cost, to procure that the Conditions are satisfied as soon as practicable and in any event no later than:

(a)

13 June 2017; or

(b)

such later time and date as may be agreed in writing by AMPI and the Purchaser,

and shall not, and shall procure that none of their respective Affiliates or Representatives shall take any action that could reasonably be expected to adversely affect the satisfaction of the Conditions.

4.3	Each of the parties shall co-operate fully in all actions necessary to procure the satisfaction of the Conditions.

4.4	If a party becomes aware of anything which may prevent any Condition from being satisfied, it shall promptly notify the other parties.

4.5	Each party shall notify the other parties promptly upon it becoming aware that any of the Conditions have been satisfied.

4.6

If any Conditions is not satisfied (or waived in accordance with Clause 4.7) by the date and time referred to in Clause 4.1, this Agreement shall cease to have effect immediately after that date and time except for the provisions of Clauses 1, 4.6, 18.1, 22, 24 to 32 and any rights or liabilities that have accrued prior to that time.

4.7	The Purchaser and Farfetch.com may, to such extent as they think fit and are entitled to do so, waive any of the Conditions, in whole or in part, by written notice to AMPI.

5.	PRE-COMPLETION OBLIGATIONS

5.1	During the period from the date of this Agreement to Completion, the Vendors shall perform their obligations as set out in Schedule 1.

5.2	Subject to Clause 5.1, the Vendors shall continue to hold the Assets for their own benefit and at their own risk up to Completion.

6.	COMPLETION

6.1	Completion shall take place at the offices of the Purchaser’s Solicitors (or at any other place as agreed in writing by AMPI and the Purchaser) on:

(a)

June 13, 2017; or

(b)

if Completion is deferred in accordance with Clause 6.4, means the date to which it is deferred; or

(c)

any other date agreed in writing by AMPI and the Purchaser.

6.2	At Completion:

(a)

the Vendors shall do or procure the carrying out of all those things listed in paragraph 1 of Schedule 2; and

(b)

the Purchaser shall do or procure the carrying out of all those things listed in paragraph 2 of Schedule 2.

All documents and items delivered and payments made in connection with Completion shall be held by the recipient to the order of the person delivering them until such time as Completion takes place.

6.3	Without prejudice to any other rights and remedies the Purchaser may have, the Purchaser shall not be obliged to complete the sale and purchase of any of the Assets unless the sale and purchase of all of the Assets is completed simultaneously.

6.4

Without prejudice to Clause 19 or any other rights and remedies the Purchaser may have, if a Vendor does not comply with its obligations under Clause 6.2(a) the Purchaser may proceed to Completion as far as practicable (without limiting its rights under this Agreement) or defer Completion to a date being not more than five (5) Business Days following the date on which Completion would otherwise have taken place (so that the provisions of this Clause 6 shall apply to Completion so deferred) provided that such deferral may only occur once.

7.	POST-COMPLETION OBLIGATIONS

7.1

With effect from Completion, each of the Vendors will take all reasonable steps to ensure that the Purchaser obtains the full benefit and enjoyment of the Assets including encouraging counterparties to any transferring contracts to deal with the Purchaser in place of the Vendors and immediately passing or paying to the Purchaser (or as it may direct), all notices, correspondence, orders or enquiries and any other communications and all money relating to the Assets which are received by the Vendor Group on or after the Completion Date.

7.2

For the period of six years from Completion the Vendors shall procure that they and each Relevant Affiliate shall provide the Purchaser during business hours access to (and the right to take copies of) the books and records held by it after Completion to the extent that they relate to the Assets as the Purchaser may require, subject to the provisions of confidentiality and shall keep them in good order and that neither it nor any Relevant Affiliate shall dispose of or destroy any of the same without first giving the Purchaser at least 2 months’ notice of its intention to do so and giving the Purchaser a reasonable opportunity to remove and retain any of them and permit and assist the Purchaser to consult any of its employees, on reasonable notice and during normal business hours at the office at which the relevant employee is employed, for the purpose of obtaining knowledge, know-how or any other information possessed by such employee in relation to the Assets and the Vendors shall ensure that any such employee shall disclose all such information to the Purchaser and, subject to applicable Data Protection Laws, the Vendors shall (at their own cost) maintain in safekeeping, and on request promptly provide the Purchaser with all information in tangible form relating to the Assets which, following Completion remains in the Vendors’ (but not the Purchaser’s) possession.

7.3

If, at any time after Completion (and without limiting the Warranties), the Purchaser notifies AMPI, or any of the Vendors or any Relevant Affiliate becomes aware, that any Transferring Intellectual Property, Customer Information or Records are not in the possession of the Purchaser, but remain in the possession, or under the control, of any Vendor or any Relevant Affiliate, the Vendors shall procure that such Transferring Intellectual Property, or Customer Information or Records are transferred to the Purchaser immediately.

7.4	The Vendors shall use their reasonable endeavours to procure that any Relevant Affiliate leaving the Vendor Group observes, and continues to observe, the requirements of this Clause 7.

7.5	The Vendors shall (at their own expense) provide all necessary assistance as Purchaser may require:

(a)

for the domain names included in the Assets to be transferred to Purchaser, including unlocking the domain names and filing all documents with the relevant registry that are needed to transfer the registrant details and administrative details at the relevant domain name registry to refer to the Purchaser or its nominee; and

(b)

to transfer control and ownership of the Social Media Accounts.

7.6

If any Assets are lost, destroyed or damaged prior to Completion, the Purchaser may require that the insurance monies (if any) recoverable in respect thereof shall be paid to it and the Vendors shall direct the insurance company accordingly, and in such event any such insurance monies received by the Vendors shall be held by it on trust for the Purchaser absolutely.

7.7

The Vendors shall, following Completion, remain solely responsible for satisfying, discharging and performing any liability or obligation (whether accrued, absolute, contingent, known or unknown) for, relating to, or arising in connection with any customer orders taken by the Business, including any returns, customer care and other related matters in connection with products delivered or services performed in connection with the Business and any defects or alleged defects therein and any claims under any express or implied warranties or guarantees in relation thereto.

7.8

Following Completion, the Purchaser may elect to acquire any or all of the Pre-Order Stock by notifying the Vendors which particular items of Pre-Order Stock it desires to acquire. In the event that the Purchaser notifies the Vendors in writing of such election, the Vendors and the Purchaser shall take all reasonable steps to transfer title in such items to the Purchaser or such member of the Purchaser Group as the Purchaser may specify, each at their own cost. The Purchaser shall pay any outstanding cash amount due in respect of Pre-Order Stock it elects to acquire at cost price, but shall not, for the avoidance of doubt, have any liability to any person in respect of down payments or other amounts paid by the Vendor Group or amounts already invoiced to the Vendor Group prior to Completion. The Vendors may request in writing that the Purchaser confirms to the Vendors whether it desires to acquire particular Pre-Order Stock. If the Purchaser does not confirm it desires to acquire such Pre-Order Stock within five (5) Business Days of receiving such request, the relevant Vendor may cancel any purchase order in respect of such Pre-Order Stock or return such Pre-Order Stock to the manufacturer or distributor for refund. The Vendors shall take reasonable steps to ensure that the Purchaser obtains any Pre-Order Stock it elects to acquire but shall not, for the avoidance of doubt, have any obligation to transfer or procure the transfer of any Pre-Order Stock manufactured by a brand which does not allow any member of the Purchaser Group to sell such brand’s merchandise. The parties shall cooperate in good faith to review the Pre-Order Stock within a reasonable period following Completion.

7.9	The Vendors will, within two (2) months from Completion:

(a)

take all reasonable steps to deliver or procure the delivery of all such information and documentation regarding the Editorial Material transferred pursuant to this Agreement, including evidence as to the Vendor Group’s rights in, and any third party restrictions applicable to, such Editorial Material, as is in the possession or control of the Vendor Group; and

(b)

furnish copies of all documentation and information as in in the possession or control of the Vendor Group of, insofar as the Vendors are aware, any terminations, revocations, withdrawals of rights of any licenses underlying Editorial Material; and

(c)

furnish a list of, insofar as Vendors are aware, any lost or missing licenses or rights assignment contracts relating to Editorial Material.

7.10

Following Completion, the Vendors shall by no later than 19 June 2017, at their sole cost, deliver the Stock to such warehouse as the Purchaser may specify within 120 miles of the Vendor’s warehouse where the Stock is located at Completion, provided that the Purchaser shall reimburse 50% of such delivery costs in the event the Purchaser does not elect by December 31, 2017 to acquire at least £2,000,000 of the Pre-Order Stock.

7.11

Following Completion and until the Vendors transfer the Italy Domain to the Purchaser on the day which is thirty (30) days after Completion, the Vendors shall procure that the website on the Italy Domain is operated in a manner consistent with past practice (including maintaining the registration of the Italy Domain). Vendors shall indemnify the Purchaser against all Losses suffered or incurred by the Purchaser arising out of or in connection with the operation by the Vendors of the website on the Italy Domain during the period from Completion until its transfer pursuant to this Clause. Clause 14 shall apply as regards the Italy Domain as though references to “Completion” were references to “completion of the transfer of the Italy Domain” and references to “Business” were references to “operation of the website on the Italy Domain”.

7.12	The Vendors shall, at the Purchaser’s written request:

(a)

for a period of thirty (30) days following Completion, make their trade marks attorney, Eric Gisolfi, available to field questions from the Purchaser’s intellectual property counsel specifically concerning matters that are not able to be answered from reviewing the documentation and records provided to the Purchaser and specifically relating to the trade mark oppositions filed by the Times Newspapers Limited against the EU trade mark application of the stylised form of “STYLE.COM/” (application number 14285019), the UK trade mark application of the stylised form of “STYLE.COM/” (application number 3114529) and the UK trade mark application of STYLEDOTCOM (application number 3191849); and

(b)

pay on demand the Purchaser’s costs incurred in connection with its defence and settlement of such oppositions by Times Newspapers Limited, up to a maximum of £40,000.

7.13	No later than seven days following Completion, the Vendor shall provide to the Purchaser any Customer Information which was not provided to the Purchaser in the Data Room.

8.	WARRANTIES OF THE VENDORS

8.1	The Vendors jointly and severally warrant to the Purchaser as at the date of this Agreement in the terms set out in Schedule 3.

8.2

The Warranties are deemed to be repeated immediately before Completion by reference to the facts and circumstances then existing and any reference made to the date of this Agreement (whether express or implied) in relation to any Warranty shall be construed, in relation to such repetition, as a reference to the Completion Date.

8.3	The Vendors acknowledge that the Purchaser is entering into this Agreement on the basis of and in express reliance on the Warranties.

8.4	Each of the Warranties is separate and independent and, unless otherwise specifically provided, shall not be restricted or limited by reference to any other representation, warranty or term of this Agreement.

8.5	The Warranties are given subject to matters fairly disclosed (with sufficient details to enable the Purchaser to identify the nature and scope of the matter disclosed) in this Agreement or in the Disclosure Letter.

8.6	Any Claim shall be subject to the provisions of Schedule 4 and this Clause 8.

9.	POST-COMPLETION OBLIGATIONS OF THE PURCHASER

9.1	The parties acknowledge and accept that, for the purposes of the Data Protection Laws, upon Completion the Purchaser will become the Data Controller in respect of the Customer Personal Data.

9.2	The Purchaser undertakes that, on and following receipt of the Customer Information on the Completion Date:

(a)

it shall duly observe all its obligations under the Data Protection Laws which arise in connection with the processing of the Customer Personal Data by the Purchaser or by a Data Processor on behalf of the Purchaser;

(b)

it shall respond to any request made by a Data Subject whose Personal Data is Customer Personal Data in accordance with the rights of Data Subjects (as defined in the Data Protection Laws) (“Data Subject Requests”); and

(c)

it shall obtain, and for so long as required by the Data Protection Laws maintain, a notification under the Data Protection Laws appropriate to the performance of its obligations under this Agreement.

9.3	The Vendors will promptly send to the Purchaser any Data Subject Requests they receive after Completion that relate to the processing of Customer Personal Data by the Purchaser.

9.4

In relation to any Data Subject Request or any other complaint or query relating to Customer Personal Data received by the Purchaser from a Data Subject or a regulatory body, the Vendors shall, upon written request from the Purchaser, at their own cost, provide the Purchaser with such information as they may hold (if any) that is relevant to the Data Subject Request, complaint or query so as to assist the Purchaser to comply with, and demonstrate compliance with, the Purchaser’s obligations under applicable Data Protection Laws.

9.5

The Vendors shall, within five Business Days following Completion, send a fair processing notice by email to all persons whose Personal Data is Customer Personal Data (provided that where an email address is not available for a particular customer, the fair processing notice may be sent by post or using any other contact details held):

(a)

informing such persons of the change of ownership of the Assets;

(b)

identifying the Purchaser as the Data Controller in respect of the Customer Personal Data;

(c)

explaining the purposes for which the Purchaser will process the Customer Personal Data; and

(d)

providing the contact details for the Purchaser.

9.6	The parties shall agree and approve in writing the form and content of the fair processing notice referred to in Clause 9.4 prior to Completion, such approval not to be unreasonably withheld or delayed.

9.7

The Purchaser may only process Customer Personal Data for the purposes for which the Customer Personal Data was collected and lawfully processed by the Vendors prior to Completion. If the Purchaser wishes to process Customer Personal Data for any additional purpose, the Purchaser shall do so in accordance with applicable Data Protection Laws including seeking consent of the relevant Data Subjects to such processing if required by applicable Data Protection Laws.

9.8

Subject to Clause 9.10, the Purchaser shall indemnify the Vendors against all Losses suffered or incurred by the Vendors arising out of or in connection with any third party (including customers and regulators) demand, claim or action resulting from any breach of contract, negligence, fraud, wilful misconduct, breach of statutory duty or non-compliance with the data protection obligations set out in this Clause 9 or non-compliance with applicable Data Protection Laws by any member of the Purchaser Group, their employees, agents or sub-contractors in connection with the processing of the Customer Information by the Purchaser Group.

9.9

Subject to Clause 9.10, the Vendors shall indemnify the Purchaser against all Losses suffered or incurred by the Purchaser arising out of or in connection with any third party (including customers and regulators) demand, claim or action resulting from negligence, fraud, wilful misconduct, breach of statutory duty or non-compliance with the data protection obligations set out in this Clause 9 or non-compliance with applicable Data Protection Laws by any member of the Vendor Group, their employees, agents or sub-contractors in relation to the Vendor Group’s processing of the Customer Information.

9.10

Neither party shall be able to claim any Losses under the indemnities in clauses 9.8 and 9.9 to the extent such Losses arise from the terms and distribution of the fair processing notice referred to in Clause 9.5 and agreed between the parties pursuant to Clause 9.6, save that the Purchaser will be able to claim Losses to the extent such Losses arise in relation to the Vendor sending materials to individuals to whom the Vendor does not have the right to market under applicable Data Protection Laws.

10.

WARRANTIES OF THE PURCHASER AND FARFETCH.COM

Each of the Purchaser and Farfetch.com severally (and not jointly or jointly and severally) warrants to the Vendors as at the date of this Agreement that:

(a)

as far as the Purchaser is concerned:

(i)

it is resident, for the purposes of Tax in the country of incorporation; and

(ii)

it is not resident for the purposes of Tax, nor does it have any presence for the purposes of Tax, in any country other than its country of incorporation;

(b)

as far as Farfetch.com is concerned:

(i)

it is resident, for the purposes of Tax in the UK; and

(ii)

it is not resident for the purposes of Tax, nor does it have any presence for the purposes of Tax, in any country other than the UK;

(c)

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

(d)

it has taken all necessary action and has all requisite power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party in accordance with their terms;

(e)

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;

(f)

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 and provisions will not conflict with or result in a breach of, or constitute a default under, its constitutional documents, 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;

(g)

no consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any Authority is required to be obtained, or made, by it to authorise the execution or performance of this Agreement by it; and

(h)

that the Consideration Shares, once issued, will be fully paid up and rank parri passu with the Ordinary Shares in all respects.

11.

[NOT USED]

12.

RESTRICTIONS ON THE VENDORS

12.1	In order to confer upon the Purchaser the full benefit of the Assets, the Vendors undertake with the Purchaser that they shall not and shall procure that no member of the Vendor Group shall, at any time during which Purchaser maintains rights, use:

(a)

the words “Style.com” or “Style.co.uk” in connection with any services similar to the Business; provided that the foregoing shall not restrict use of such words or URLs when referring to the Purchaser’s business or in any editorial use or uses which would be otherwise legally permissible under trade mark fair use Laws; or

(b)

any of the Transferring Intellectual Property (excluding Editorial Material which was used by the Business under a non-exclusive license from the rights holder); provided that the foregoing shall not restrict uses of such Transferring Intellectual Property which would be legally permissible under trade mark or copyright fair use Laws.

12.2

The undertakings in this Clause 12 are intended for the benefit of the Purchaser and apply to actions carried out by the Vendors or any member of the Vendor Group in any capacity and whether directly or indirectly, on the Vendors’ or any member of such Vendor Group’s own behalf, on behalf of any other person or jointly with any other person.

12.3

The Vendors agree that each of the undertakings contained in this Clause 12 is reasonable and shall be construed as separate and independent undertakings. If any such undertaking is held to be void or unenforceable, the validity of the remaining undertakings shall not be affected. If any such undertaking is found to be void or unenforceable but would be valid and enforceable if some part or parts of the undertaking were deleted, such undertaking shall apply with such modification as may be necessary to make it valid and enforceable.

12.4

Without prejudice to Clause 12.3, if any undertaking in this Clause 12 is found by any court or other competent Authority to be void or unenforceable the parties shall negotiate in good faith to replace such void or unenforceable undertaking with a valid provision which, as far as possible, has the same commercial effect as the provision which it replaces.

12.5	The consideration for the undertakings contained in this Clause 12 is included in the Consideration.

13.

LICENCES

With effect from Completion the Vendors shall assign to the Purchaser, or procure the assignment to the Purchaser of, all of the any third party licences underlying the Editorial Material which are capable of assignment without a novation, consent, licence, approval, waiver or the like from a third party (a “Third Party Consent”) and this Agreement shall constitute an assignment of such licences. If any Third Party Consent is required in relation to any such license, then until it is obtained, the assignment of that licence shall not take effect. The Vendors shall have no obligation to obtain or make any efforts to obtain any Third Party Consents with respect to any third party licences underlying the Editorial Material.

14.

LIABILITIES

14.1

Save to the extent expressly set forth herein, nothing in this Agreement or any Transaction Document shall pass to the Purchaser, or shall be construed as acceptance by the Purchaser of any of the following and the Vendors shall pay, satisfy, discharge and perform the same and indemnify and hold the Purchaser harmless against the payment and performance of:

(a)

any liability or obligation of a Vendor or any member of the Vendor Group (whether accrued, absolute, contingent, known or unknown) for, relating to or arising in connection with any of the following:

(i)

anything done or omitted to be done or any act, neglect, default, omission, breach of contract or breach of duty on the part of a Vendor or any member of the Vendor Group on or prior to Completion or referable to the period up to and including Completion in connection with the Business;

(ii)

all trade debts and accrued charges owing by the Vendors to the trade creditors of the Vendors or otherwise in connection with the Business;

(iii)

any product delivered or any service performed by a Vendor or any member of the Vendor Group on or prior to Completion in connection with the Business or any defects or alleged defects therein or any claim under any express or implied warranty or guarantee in relation thereto;

(iv)

the obligations of the Vendors under this Agreement;

(v)

any current or former Employees, directors or officers of the Vendor Group, in so far as such liability has accrued prior to Completion or is covered by the indemnities in Clauses 15.3 and 15.7;

(vi)

any National Insurance, PAYE, VAT or other Taxes for which any member of the Vendor Group is liable which is attributable to the Business, the Assets or the Employees relating to the period up to Completion whether or not then due;

(vii)

any sum payable as a result of or in relation to Completion or the Transaction or the sale and purchase recorded by this Agreement, including any transaction bonuses payable to any current or former Employee, director, or officer; or

(viii)

all bank and other overdrafts and loans owing by the Vendor Group; or

(b)

any other liability or obligation of the Vendors or any member of the Vendor Group (whether accrued, absolute, contingent, known or unknown).

14.2	All profits and receipts of the Business relating to services rendered or products sold and invoiced by the Business prior to Completion and all income accruing in respect of any of the Assets prior to Completion shall belong to the Vendors.

14.3	The Vendors shall not be liable to the Purchaser in respect of any liability or obligation under Clause 14.1:

(a)

to the extent that the Purchaser actually recovers an amount in respect of such liability or obligation from any other party (provided that the Purchaser shall not be obliged to seek any recover from any other party); or

(b)

with respect to any Tax imposed on the Purchaser by reference to the net income received or receivable by the Purchaser.

15.

EMPLOYEES

15.1	The parties agree and understand that the sale and purchase of the Assets under this Agreement is not a transfer of an undertaking or service provision change and accordingly that the TUPE Regulations do not apply.

15.2

The Vendors shall, as soon as possible following Completion, commence a collective redundancy consultation for the purposes of section 188 of the Trade Union and Labour Relations (Consolidation) Act 1992 with the Employees on the basis that the Business will cease to operate (the “Redundancy Process”). The Vendors and the Purchaser shall not and shall use reasonable endeavours to procure that their respective Affiliates and, in the case of Vendors, Franck Zayan, Olivier Germany or Prenisha Harry and, in the case of the Purchaser, Imer Cakiroglu, Jessica Coelho, Holly Sage and Stephanie Phair shall not:

(a)

inform, notify, intentionally suggest or confirm to any employee of the Vendor Group (including any Employee) that the TUPE Regulations do or might apply to that individual or to the sale and purchase of the Assets under this Agreement; or

(b)

except with the prior consent of the other, discuss or provide details of any vacancies at any member of the Purchaser Group with any employee of the Vendor Group (including any Employee) (and for the avoidance of doubt the Purchaser placing a public advert shall not constitute providing details of vacancies).

15.3

Subject to Clauses 15.5 and 15.6 below, the Vendors shall on demand by the Purchaser indemnify and fully reimburse the Purchaser and any member of the Purchaser Group from and against all or any direct or indirect actions, proceedings, claims, demands, reasonable costs, Losses, expenses (including reasonable legal expenses), damages, liabilities and penalties whatsoever, whether arising before, on or after the Completion Date, incurred, suffered or paid by the Purchaser or any member of the Purchaser Group where the cause of such claim arises out of or in connection with:

(a)

the employment of any person (including any Employee) by a member of the Vendor Group or the termination of any such person’s employment by a member of the Vendor Group, before, on or after the Completion Date (including any claim that a Redundancy Process was not followed correctly);

(b)

the employment, or termination of employment of, or other obligations to an employee (including any Employee) or former employee of the Vendor Group or of any of its service providers (but excluding a Hired Employee and/or an Indemnity Employee) whose employment rights or contract of employment is claimed, or is deemed, to have effect on or after the Completion Date as if originally made between the Purchaser or any member of the Purchaser Group and that individual provided always that:

(i)

the Purchaser or the relevant member of the Purchaser’s Group shall be entitled but not obliged to terminate that individual’s employment, and any such termination shall not be discriminatory or in response to a protected disclosure and shall be stated to be without prejudice to the contention that the TUPE Regulations did not apply to transfer their employment and shall be carried out as soon as reasonably practicable and in any event on or before the date that falls 30 days (or such longer period as may be required by law) after the Purchaser or any member of the Purchaser Group becoming aware that such person has claimed or is deemed to have transferred to it;

(ii)

this indemnity shall not apply to the employment costs of any individual to the extent that the Purchaser or any member of the Purchaser Group obtains the benefit of the provision of services by the individual concerned (and for the avoidance of doubt the Purchaser or the relevant member of the Purchaser Group may require the individual not to provide services during any period after the claimed or deemed transfer in which case this indemnity shall apply to any claim by the individual in respect of employment costs for such period); and

(iii)

if the Purchaser or any member of the Purchaser Group does not terminate the employment of any such person in accordance with sub-Clause 15.3(b)(i) above any such person shall be treated for all purposes as if (s)he was an Indemnity Employee;

(c)

any breach by any member of the Vendor Group or any member of the Purchaser Group of its obligations under the TUPE Regulations;

(d)

any act or omission which, by virtue of the TUPE Regulations, is deemed to be an act or omission of any member of the Purchaser Group; or

(e)

any obligations or liabilities under any Pension Scheme in respect of the pension rights of any Employee.

15.4

If the Purchaser notifies AMPI that it wishes to enter into discussions with any Employee with a view to employing that individual, the Vendors shall use reasonable endeavours to facilitate those discussions. Should the Purchaser decide to make an offer of employment to that Employee, the relevant Vendor shall release the Employee from any restrictive covenants in that Employee’s contract of employment which would otherwise prevent the Employee from taking up employment with the Purchaser.

15.5

If the Purchaser or any member of the Purchaser Group approaches, solicits, interviews, contacts or has any dealings with any employee (including any Employee) or former employee of the Vendor Group or of any of its service providers, either directly or indirectly (including, for the avoidance of doubt, via any recruitment consultant and/or pursuant to Clause 15.4 above) and employs or makes a verbal or written offer to employ that individual within six months after Completion (a “Hired Employee”), the Vendors shall be released from the indemnity at Clause 15.3 above in respect of such Hired Employee and the Purchaser shall on demand by AMPI indemnify and fully reimburse the Vendors and any member of the Vendor Group from and against all or any direct or indirect actions, proceedings, claims, demands, reasonable costs, Losses, expenses (including reasonable legal expenses), damages, liabilities and penalties whatsoever incurred, suffered or paid by the Vendors or any member of the Vendor Group where the cause of such claim arises out of or in connection with (i) any act or omission by or on behalf of any member of the Purchaser Group, or (ii) the employment, or termination of employment of, or other obligations to that Hired Employee while the Hired Employee is employed by the Purchaser or any member of the Purchaser Group.

15.6

If, within the period of six months after Completion, the Purchaser or any member of the Purchaser Group employs, approaches, solicits, interviews, contacts or has any dealings with (and for the purposes of this Clause 15.6, publishing public advertisements for its vacancies, providing any member of the Vendor Group with a list of its vacancies, discussing suitability of relevant employees for the vacancies with Franck Zayan, Olivier Germany or Prenisha Harry (or otherwise with the prior consent of AMPI) or reviewing any applications received in response to public advertisements for vacancies shall not constitute an approach, solicitation, interview, contact or dealings) either (i) more than 26 of the Employees or (ii) more than 30% of the Employees in any department or division of any member of the Vendor Group (provided always that this indemnity shall not apply unless the Purchaser or any member of the Purchaser Group employs, approaches, solicits, interviews, contacts or has any dealings with at least two employees in any such department or division), the Vendors shall be released from the indemnity at Clause 15.3 above in respect of, where (i) applies, all Employees and, where (ii) applies, all Employees of the Vendor Group who are employed in the relevant department or division (in each case the “Indemnity Employees”) and the Purchaser shall on demand by AMPI indemnify and fully reimburse the Vendors and any member of the Vendor Group from and against all or any direct or indirect actions,

proceedings, claims, demands, reasonable costs, Losses, expenses (including reasonable legal expenses), damages, liabilities and penalties whatsoever, whether arising before, on or after the Completion Date, incurred, suffered or paid by the Vendors or any member of the Vendor Group where the cause of such claim arises out of or in connection with:

(a)

subject to Clause 15.7, the employment, or termination of employment of, or other obligations to any Indemnity Employee, where the Indemnity Employee’s employment rights or contract of employment is claimed, or is deemed, to have effect on or after the Completion Date as if originally made between the Purchaser or any member of the Purchaser Group and that individual;

(b)

the termination of employment by any Indemnity Employee in circumstances where regulation 4(9) of the TUPE Regulations apply or are claimed to apply;

(c)

any breach by any member of the Vendor Group or any member of the Purchaser Group of its obligations under the TUPE Regulations in respect of the Indemnity Employees; or

(d)

any act or omission by or on behalf of any member of the Purchaser Group.

15.7

The Vendors shall on demand by the Purchaser indemnify and fully reimburse the Purchaser and any member of the Purchaser Group from and against all or any direct or indirect actions, proceedings, claims, demands, reasonable costs, Losses, expenses (including reasonable legal expenses), damages, liabilities and penalties whatsoever, whether arising before, on or after the Completion Date, incurred, suffered or paid by the Purchaser or any member of the Purchaser Group where the cause of such claim arises out of or in connection with the Redundancy Process followed in relation to the Indemnity Employees.

15.8	In relation to the indemnities given in this Clause 15, if the Vendors or any member of the Vendor Group or the Purchaser or any member of the Purchaser Group becomes aware of any matter which might give rise to a claim for an indemnity, the following provisions will apply:

(a)

both parties shall provide to the other on request all such co-operation, assistance and information which may be reasonably relevant to such a claim.

(b)

the party with the benefit of the indemnity (the “Beneficiary”) will as soon as reasonably practicable give written notice to the other party (the “Covenantor”) of the matter in respect of which the indemnity is being claimed (stating in reasonable detail the nature of the matter and, so far as practical, the amount claimed) and will consult the Covenantor with respect to the matter. For the avoidance of doubt, if the matter has become the subject of any proceedings, the Beneficiary will use all reasonable endeavours to give the notice within sufficient time to enable the Covenantor time to contest the proceedings before the deadline for submitting any defence or response in respect of those proceedings.

(c)

The Beneficiary will:

(i)

take action and defend any proceedings and give any information and assistance as the Covenantor, its insurers and advisors may reasonably request to dispute, resist, appeal, settle, defend, remedy or mitigate the matter or enforce against any person (other than the Covenantor) the rights of the Beneficiary or its insurers in relation to the matter;

(ii)

use professional advisors nominated by the Covenantor or its insurers and, if the Covenantor or its insurers so request, allow the Covenantor or its insurers such conduct, which shall include the exclusive conduct, of the matter in each case on the basis that the Covenantor will indemnify the Beneficiary on demand on a continuing basis for all costs incurred as a result of any request or nomination by the party or its insurers; and

(iii)

not admit liability in respect of or settle the matter without the prior written consent of the Covenantor, such consent not to be unreasonably withheld or delayed.

16.

With effect from Completion the Vendors shall assign to the Purchaser, or procure the assignment to the Purchaser of, all of the Transferring Intellectual Property pursuant to the IP Assignments.

17.

VAT

17.1

The amount of the Consideration stated as payable by the Purchaser under this Agreement is exclusive of any VAT that may be applicable. If a Vendor is required to account to the relevant Tax Authority for any VAT that is chargeable on the sale of the Assets under this Agreement, such Vendor shall promptly (and in any event on or before 30 June 2017) issue an appropriate VAT invoice to the Purchaser in respect of such VAT. The Purchaser will account for VAT in respect of any supply from AMPI where it is require by law to do so, including under any reverse charge process.

17.2	In the event that a Vendor is required to account to the relevant Tax Authority for any VAT that is chargeable on the sale of the Assets under this Agreement, the Purchaser shall pay to such Vendor an amount in respect of such VAT on the later of:

(a)

the date falling ten (10) Business days following receipt of a proper VAT invoice from such Vendor pursuant to Clause 17.1; and

(b)

the date falling ten (10) Business Days before the last day on which a payment of such VAT may be made by such Vendor to the relevant Tax Authority without incurring any liability to interest and/or penalties.

17.3	If the Purchaser pays an amount in respect of VAT to a Vendor under this Clause 17 and it is subsequently determined in writing by the relevant Tax Authority that all or part of such VAT was not properly chargeable, the relevant Vendor shall:

(a)

if the relevant Vendor has not yet accounted for such VAT to the relevant Tax Authority, promptly repay an amount in respect of such VAT to the Purchaser; or

(b)

if the relevant Vendor has accounted for such VAT to the relevant Tax Authority:

(i)

apply as soon as reasonably possible to the relevant Tax Authority for a refund or credit of such VAT; and

(ii)

following receipt by or credit to the relevant Vendor of such VAT from the relevant Tax Authority, promptly repay an amount in respect of such VAT to the Purchaser (together with any interest payable by the relevant Tax Authority in respect of such amount).

Such payment shall be treated as a reduction in the Consideration payable for the Assets or a part thereof.

18.

CONFIDENTIALITY AND ANNOUNCEMENTS

18.1	Subject to Clause 18.2 and Clause 18.5, each party:

(a)

shall treat as strictly confidential:

(i)

the provisions of this Agreement and the other Transaction Documents and the process of their negotiation;

(ii)

in the case of the Vendors, any information received or held by the Vendors or any of their Representatives which relates to the Purchaser Group or, following Completion, the Assets including the Customer Information; and

(iii)

in the case of the Purchaser, any information received or held by the Purchaser or any of its Representatives which relates to the Vendor Group or the Business including the Customer Information and any other information in relation to the Business, provided that, following Completion, this provision shall not apply to any information received or held by the Purchaser or its Representatives which relates exclusively to the Assets,

(together “Confidential Information”); and

(b)

shall not, except with the prior written consent of the other party (which shall not be unreasonably withheld or delayed), make use of (save for the purposes of performing its obligations under this Agreement) or disclose to any person (other than its Representatives in accordance with Clause 18.3) any Confidential Information.

18.2	Clause 18.1 shall not apply if and to the extent that the party using or disclosing Confidential Information can demonstrate that:

(a)

such disclosure is required by Law or by any stock exchange or any supervisory, regulatory, governmental or anti-trust body (including, for the avoidance of doubt, any Tax Authority) having applicable jurisdiction;

(b)

such disclosure is required in order to facilitate any assignment or proposed assignment of the whole or any part of the rights or benefits under this Agreement which is permitted by Clause 25;

(c)

the Confidential Information concerned has become publicly available other than through its fault (or that of its Representatives) or the fault of any person to whom such Confidential Information has been disclosed in accordance with subclause (e) of this Clause 18.2;

(d)

such Confidential Information has been lawfully disclosed to the relevant party by a third party, provided such relevant party was not aware of any obligation of confidence such third party had to any other person;

(e)

such disclosure is to its professional advisers and Affiliates in relation to the negotiation, entry into or performance of this Agreement or any matter arising out of the same (provided that such persons are required to treat such information as confidential); or

(f)

such disclosure is required to facilitate the obtaining of any consents required for the transfer or assignment of any of the Assets to the Purchaser.

18.3

For the avoidance of doubt, the Vendors shall not be in breach of their obligations under this Clause 18 as a result of any reporter, writer, editor, or researcher who either works for, or is providing services to, any member of the Vendor Group obtaining, using or disseminating Confidential Information in the course of newsgathering or newsreporting, provided such reporter, writer, editor, or researcher did not obtain any Confidential Information from an employee or director of the Vendor Group. A sworn affidavit from any such reporter, writer, editor, or researcher confirming they did not obtain any Confidential Information from an employee or director of the Vendor Group shall be sufficient evidence of such fact.

18.4

Each party undertakes that it shall (and shall procure that its Affiliates shall) only disclose Confidential Information to Representatives where it is reasonably required for the purposes of exercising its rights or performing its obligations under this Agreement or the other Transaction Documents and only where the Representatives are informed of the confidential nature of the Confidential Information and the provisions of this Clause 18.

18.5	As soon as practicable after Completion the parties shall procure that a joint announcement of the Transaction is made to the suppliers of the Business in such form as they may agree.

18.6

Subject to Clause 18.5, no party shall make any announcement (including any communication to the public, to any customers suppliers or employees of any member of the Vendor Group) concerning the subject matter of this Agreement without the prior written consent of the other (which shall not be unreasonably withheld or delayed).

18.7	The provisions of this Clause 18 shall survive termination, lapse or Completion, as the case may be, and shall continue for a period of five years from the date of this Agreement.

19.

TERMINATION

19.1

Where:

(a)

a Vendor is in breach of any of its obligations under Clause 5 or Schedule 1 and such breach or breaches taken together would give rise to a Material Adverse Effect provided that, if any such breach or breaches are capable of being cured, such Vendor has first been afforded the opportunity to try to remedy such breach or breaches prior to Completion to the Purchaser’s reasonable satisfaction and the breach or breaches remain uncured;

(b)

a Vendor is in breach of any of the Warranties as given at the date of this Agreement and such breach or breaches taken together would give rise to a Material Adverse Effect;

(c)

a Vendor is in breach of any of its obligations under Clause 6.2(a) or Schedule 2; or

(d)

there would be, if Completion were to occur, a breach of one or more of the Warranties as repeated immediately before Completion under Clause 8.2 and such breach would give rise to a Material Adverse Effect,

the Purchaser may at any time at or prior to Completion (in addition to and without prejudice to any other rights and remedies it may have) serve written notice on AMPI terminating this Agreement without liability on its part, in which case this Agreement shall cease to have effect immediately except for the provisions of Clauses 1, 18.1, 22 and 24 to 32 and any rights or liabilities that have accrued prior to termination under this Agreement.

19.2

Where:

(a)

the Purchaser is in breach of any of its obligations under Clause 6.2(b) or Schedule 2; or

(b)

Completion has not occurred by 12 June 2017 as a result of a breach by the Purchaser of its obligations under Clause 6.2(b) or Schedule 2 and the Completion Date has not been deferred or otherwise extended in accordance with Clause 6,

the Vendors may at any time at or prior to Completion (in addition to and without prejudice to any other rights and remedies it may have) serve written notice on the Purchaser terminating this Agreement without liability on their part, in which case this Agreement shall cease to have effect immediately except for the provisions of Clauses 1, 18.1, 22 and 24 to 32 and any rights or liabilities that have accrued prior to termination under this Agreement.

20.

FURTHER ASSURANCE

Each of the Purchaser, Farfetch.com and the Vendors shall, and the Vendors shall procure that each Relevant Affiliate shall, at its own cost, promptly execute and deliver all such documents and do all such things and provide all such information and assistance, as the Vendors or Purchaser, as applicable, may from time to time reasonably require for the purpose of giving full effect to the provisions of this Agreement and to secure for the Purchaser and the Vendors (as applicable) the full benefit of the rights, powers and remedies conferred upon it under this Agreement.

21.

ENTIRE AGREEMENT AND REMEDIES

21.1

This Agreement and the other Transaction Documents together set out the entire agreement between the parties relating to the sale and purchase of the Assets and, save to the extent expressly set out in this Agreement or any other Transaction Document, supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto.

21.2

Each party acknowledges and agrees that it is not entering into this Agreement on the basis of, and is not relying and has not relied on, any statement or representation (whether negligent or innocent) or warranty or other provision (in any case whether oral, written, express or implied) made, given or agreed to by any person (whether a party to this Agreement or not) except those expressly repeated or referred to in this Agreement or the Disclosure Letter and the only remedy or remedies available to the Purchaser in respect of any misrepresentation or untrue statement made to it shall be a claim for breach of contract under this Agreement. This Clause shall not exclude any liability for or remedy in respect of fraudulent misrepresentation.

21.3	If there is any conflict between the terms of this Agreement and any other agreement, this Agreement shall prevail (as between the parties to this Agreement and as between any members of the Vendor Group and any members of the Purchaser Group) unless:

(a)

such other agreement expressly states that it overrides this Agreement in the relevant respect; and

(b)

such members of the Vendor Group and such members of the Purchaser Group are either also parties to that other agreement or otherwise expressly agree in writing that such other agreement shall override this Agreement in that respect.

21.4	The rights, powers, privileges and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers, privileges or remedies provided by Law.

21.5	Any damages claim by the Purchaser under this Agreement which is agreed between the Vendors and the Purchaser or settled by any Authority on terms that require any payment to be made to the Purchaser shall, be satisfied by way of:

(a)

cash payment by electronic transfer in immediately available funds to the Purchaser’s Bank Account; or

(b)

if agreed to by the Purchaser and AMPI, the transfer for nil or $1 consideration (in Farfetch.com’s sole discretion) of such number (round up to the nearest whole number) of Ordinary Shares as, based on the most recent Valuation Event, have a value equal to the agreed or settled claim, provided the number of Ordinary Shares shall in no circumstances exceed the Consideration Shares.

21.6	Save as expressly set out in this Agreement, no party shall be entitled to rescind or terminate this Agreement in any circumstances whatsoever at any time, whether before or after Completion, and each party waives any rights of rescission or termination it may have.

22.

POST-COMPLETION EFFECT OF AGREEMENT

Notwithstanding Completion:

(a)

each provision of this Agreement and any other Transaction Document not performed at or before Completion but which remains capable of performance;

(b)

the Warranties; and

(c)

all covenants, indemnities and other undertakings and assurances contained in or entered into pursuant to this Agreement or any other Transaction Document,

will remain in full force and effect and, except as otherwise expressly provided, without limit in time.

23.

WAIVER AND VARIATION

23.1

A failure or delay by a party to exercise any right or remedy provided under this Agreement or by Law, whether by conduct or otherwise, shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by Law, whether by conduct or otherwise, shall preclude or restrict the further exercise of that or any other right or remedy.

23.2	A waiver of any right or remedy under this Agreement shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

23.3

No variation or amendment of this Agreement shall be valid unless it is in writing and duly executed by or on behalf of all of the parties to this Agreement. Unless expressly agreed, no variation or amendment shall constitute a general waiver of any provision of this Agreement, nor shall it affect any rights or obligations under or pursuant to this Agreement which have already accrued up to the date of variation or amendment and the rights and obligations under or pursuant to this Agreement shall remain in full force and effect except and only to the extent that they are varied or amended.

24.

INVALIDITY

Where any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the Laws of any jurisdiction then such provision shall be deemed to be severed from this Agreement and, if possible, replaced with a lawful provision which, as closely as possible, gives effect to the intention of the parties under this Agreement and, where permissible, that shall not affect or impair the legality, validity or enforceability in that, or any other, jurisdiction of any other provision of this Agreement.

25.

ASSIGNMENT

25.1	Except as provided in this Clause 25 or as the parties specifically agree in writing, 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.

25.2

Subject to Clause 25.3, the Purchaser may assign the benefit of this Agreement and/or of any other Transaction Document to which it is a party, in whole or in part, to, and it may be enforced by, any member of the Purchaser Group. Any such person to whom an assignment is made under this Clause 25.2 may itself make an assignment to any member of the Purchaser Group as if it were the Purchaser under this Clause 25.2.

25.3	Any assignment made pursuant to this Clause 25 shall be on the basis that:

(a)

the Vendors may discharge their obligations under this Agreement to the assignor until AMPI receives notice of the assignment;

(b)

the liability of the Vendors to any assignee shall not be greater than its liability to the Purchaser; and

(c)

the Purchaser will remain liable for any obligations under this Agreement.

26.

PAYMENTS, SET OFF AND DEFAULT INTEREST

26.1

Any payment to be made pursuant to this Agreement by the Purchaser to the Vendors shall be made to the Vendors’ Bank Account and any payment to be made pursuant to this Agreement by a Vendor to the Purchaser shall be made to the Purchaser’s Bank Account, in each case by way of electronic transfer in immediately available funds on or before the due date for payment. Receipt of such sum in such account on or before the due date for payment shall be a good discharge by the payor of its obligation to make such payment.

26.2	Where any payment is made in satisfaction of a liability arising under this Agreement it shall be an adjustment to the Consideration.

26.3

All payments made by any party to this Agreement under this Agreement, or any of the other Transaction Documents, shall be made free from any set-off, counterclaim or other deduction or withholding of any nature whatsoever, except for deductions or withholdings required to be made by Law. If any deductions or withholdings are required by Law to be made from any such payments, the amount of the payment (save for any payment or part payment of the Consideration) shall be increased by such amount as will, after the deduction or withholding has been made, leave the recipient of the payment with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.

26.4

Where the Vendors or the Purchaser default in the payment when due of any damages or other sum payable by virtue of this Agreement or any other Transaction Documents the liability of the Vendors or the Purchaser (as the case may be) shall be increased to include an amount equal to interest on such sum from the date when payment is due to the date of actual payment (both before and after judgment) at that annual rate which is 2% per annum above the base lending rate of HSBC Bank plc from time to time in effect during such period. Such interest shall accrue from day to day and be compounded quarterly and shall be payable without prejudice to any other remedy available to the Vendors or the Purchaser (as the case may be) in respect of such default.

27.

NOTICES

27.1	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 27.2 and served:

(a)

by leaving it at the relevant address in which case it shall be deemed to have been given upon delivery to that address;

(b)

by first-class post if delivered to an address within the UK, in which case it shall be deemed to have been given two Business Days after posting;

(c)

by airmail if delivered to an address outside the UK, in which case it shall be deemed to have been given five Business Days after posting;

(d)

by facsimile, in which case it shall be deemed to have been given when despatched subject to confirmation of uninterrupted transmission by a transmission report; or

(e)

by e-mail, in which case it shall be deemed to have been given when despatched subject to confirmation of delivery by a delivery receipt,

provided that, in the case of sub-clauses (b) to (e) inclusive above, any notice despatched outside Working Hours shall be deemed given at the start of the next period of Working Hours.

27.2	Notices under this Agreement shall be sent for the attention of the person and to the address, fax number or e-mail address, subject to Clause 27.3, as set out below:


For the Vendors:

Name:		Advance Magazine Publishers Inc.

For the attention of:		David Geithner, Chief Financial Officer, Condé Nast

Address:		One World Trade Center, 42^rd Floor, New York, NY 10007, United States of America

Fax number:		#-###-###-####

E-mail address:		#####_########@condenast.com

with a copy to:

Name:		Sabin, Bermant & Gould LLP

For the attention of:		Jack S. Yeh, Esq.

Address:		One World Trade Center, 44th Floor, New York, NY 10007, United States of America

Fax number:		#-###-###-####

E-mail address:		####@sabinfirm.com



For the Purchaser and Farfetch.com:

Name:		Farfetch UK Limited

For the attention of:		Elliot Jordan, Chief Financial Officer, Farfetch

Address:		The Bower, 4th Floor, 211 Old Street, London, EC1V 9NR, United Kingdom

E-mail address:		######.######@farfetch.com

with a copies to:

Name:		Farfetch UK Limited

For the attention of:		Group Legal

Address:		The Bower, 4th Floor, 211 Old Street, London, EC1V 9NR, United Kingdom

E-mail address:		#####.####@farfetch.com

And

Name:		Latham & Watkins (London) LLP

For the attention of:		Ed Barnett

Address:		99 Bishopsgate, London, EC2m 3XF, United Kingdom

Fax number:		+## ## ########

E-mail address:		######.#######@lw.com

27.3	Any party to this Agreement may notify the other party of any change to its address or other details specified in Clause 27.2 provided that such notification shall only be effective on the date specified in such notice or five Business Days after the notice is given, whichever is later.

28.

COSTS

Except as otherwise provided in this Agreement, each party shall bear its own costs arising out of or in connection with the preparation, negotiation and implementation of this Agreement and all other Transaction Documents.

29.

RIGHTS OF THIRD PARTIES

29.1	The specified third party beneficiaries of the undertakings referred to in Clause 12.1 shall, in each case, have the right to enforce the relevant terms by reason of the Contracts (Rights of Third parties) Act 1999.

29.2	Except as provided in Clause 29.1, a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third parties) Act 1999 to enforce any of its terms.

29.3	Each party represents to the other that their respective rights to terminate, rescind or agree any amendment, variation, waiver or settlement under this Agreement are not subject to the consent of any person that is not a party to this Agreement.

30.

COUNTERPARTS

30.1

This Agreement may be executed in any number of counterparts. Each counterpart shall constitute an original of this Agreement but all the counterparts together shall constitute but one and the same instrument and no counterpart shall be effective until each party has executed at least one counterpart.

30.2

Transmission of an executed counterpart of this Agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed electronic format) shall, upon confirmation of its release by or on behalf of the party which executed such counterpart, take effect as delivery of an executed counterpart of this Agreement.

31.

GOVERNING LAW AND JURISDICTION

31.1	This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the Laws of England and Wales.

31.2	The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any Disputes, and waive any objection to proceedings before such courts on the grounds of venue or on the grounds that such proceedings have been brought in an inappropriate forum.

31.3

For the purposes of this Clause, “Dispute” means any dispute, controversy, claim or difference of whatever nature arising out of, relating to, or having any connection with this Agreement, including a dispute regarding the existence, formation, validity, interpretation, performance or termination of this Agreement or the consequences of its nullity and also including any dispute relating to any non-contractual rights or obligations arising out of, relating to, or having any connection with this Agreement.

32.

PROCESS AGENT

Without prejudice to any other permitted mode of service, the parties agree that service of any claim form, notice or other document for the purpose of or in connection with any action or proceeding in England or Wales arising out of or in any way relating to this Agreement shall be duly served upon the Vendors if it is delivered personally or sent by recorded or special delivery post (or any substantially similar form of mail) to Condé Nast Publications Ltd, Attention: Jason Miles, Vogue House, 1 Hanover Square, London W1S 1JU, or such other person and address in England or Wales as AMPI shall notify all the other parties in writing from time to time, whether or not such claim form, notice or other document is forwarded to the relevant Vendor or received by the relevant Vendor.

SCHEDULE 1

PRE-COMPLETION OBLIGATIONS

1.	VENDORS’ OBLIGATIONS

1.1	Except as otherwise expressly permitted under this Agreement or with the prior written consent of the Purchaser, the Vendors shall from the date of this Agreement until Completion:

(a)

take all reasonable steps to preserve and protect the Assets, including the Vendors’ existing relationships with suppliers; and

(b)

procure that no member of the Vendor Group shall:

(i)

create, grant or issue any Encumbrance over any of the Assets;

(ii)

dispose of any material Asset or any interest therein, except Stock in the ordinary and usual course of business on normal arm’s length terms;

(iii)

take any action, or makes any omission, which is reasonably likely to decrease the value of any of the Assets;

(iv)

assign, license or sub-license, charge, attempt to dispose of, allow to lapse or otherwise fail to maintain, any of the Transferring Intellectual Property;

(v)

take any action or make any omission which is inconsistent with the provisions of this Agreement or the implementation of the Transaction, or which is or is reasonably likely to constitute or cause or give rise to a breach of any of the Warranties as repeated immediately before Completion under Clause 8.2; or

(vi)

enter into any agreement or arrangement (whether in writing or otherwise) to do any of the foregoing or allow or permit any of the foregoing.

1.2

If at any time prior to or at Completion a Vendor or any member of the Vendor Group becomes aware that any of the matters set out in Clause 19.1(a)-(d) has occurred, or there is a reasonable expectation that any of the matters set out in Clause 19.1(a)-(d) might occur, the Vendors shall immediately:

(a)

notify the Purchaser in sufficient detail to enable the Purchaser to make an accurate assessment of the situation (and, for the avoidance of doubt, the delivery of such notice shall not limit or otherwise affect the remedies available to the Purchaser); and

(b)

if requested by the Purchaser, use its best endeavours to procure that the notified occurrence is prevented or remedied.

SCHEDULE 2

COMPLETION OBLIGATIONS

1.	VENDORS’ OBLIGATIONS

1.1	At Completion the Vendors shall:

(a)

deliver to the Purchaser or procure the delivery to the Purchaser of:

(i)

save as otherwise expressly provided in this Agreement, all of the Assets which are capable of transfer by delivery with the intent that legal and beneficial title to these Assets shall pass by and upon delivery;

(ii)

all documents, certificates, waivers and consents, duly executed and/or endorsed where required, required to enable title to all of the Assets to pass fully and effectively into the name of the Purchaser (or its nominees) and all deeds and documents of title relating thereto;

(iii)

all authorization codes for the domain names included in the Assets and all other necessary documentation required for such domain names to be transferred to the Purchaser (except that delivery of the foregoing with respect to the Italy Domain shall be on the 30^th day following Completion);

(iv)

access credentials to the Social Media Accounts and all other necessary documentation required for such Social Media Accounts to be transferred to the Purchaser;

(v)

all documentation, written correspondence, submissions and other written information in its possession or under its control relating to the oppositions by Times Newspapers Limited and any other party to the transferring trade marks, including correspondence with Times Newspaper Limited and the relevant trade mark authority to enable the Purchaser to take over such proceedings;

(vi)

the duly executed IP Assignments;

(vii)

all certificates of registration and other documentation relating to applications, registrations and ongoing procedures and maintenance in relation to the Transferring Intellectual Property;

(viii)

all records, files, papers and documents in its possession or under its control comprising the Transferring Intellectual Property (other than Editorial Material), Customer Information and Records and, in relation to Editorial Material, such records, files, papers and documents as the Vendors are able to deliver on Completion; and

(ix)

the original of any power of attorney in Agreed Form (if any) under which any document to be delivered to the Purchaser under this paragraph 1 has been executed;

(x)

a letter from Conde Nast International Limited removing Moritz Van Laffert from his office as a director and appointing Jonathan E. Newhouse in his place, together with a consent from Jonathan E. Newhouse to act, in the Agreed Form;

(xi)

a no claims letter from Moritz Van Laffert in the Agreed Form;

(xii)

the duly executed Exit PoAs;

(xiii)

a counterpart of each Transaction Document required to be executed at Completion by a member of the Vendor Group duly executed by such member of the Vendor Group; and

(xiv)

a copy of the resolutions as referred to in paragraph (b) below, duly certified as correct by the company secretary or other appropriate director or officer of the relevant company; and

(b)

procure that board resolutions and resolutions of the shareholders, where required, of the Vendors and each Relevant Affiliate which is a party to a Transaction Documents are passed approving the Transaction and the execution by each of them of the Transaction Documents to which they are a party.

2.	PURCHASER’S OBLIGATIONS

At Completion the Purchaser shall deliver to AMPI:

(a)

a counterpart of each of the Transaction Documents required to be executed by the Purchaser at Completion duly executed by the Purchaser; and

(b)

a copy of a board resolution of the Purchaser approving the Transaction and the execution by the Purchaser of the Transaction Documents and any other documents referred to in this Agreement.

3.	FARFETCH.COM’S OBLIGATIONS

At Completion Farfetch.com shall:

(a)

issue the Consideration Shares to the Vendors as provided in Clause 3.2;

(b)

deliver to AMPI:

(i)

a counterpart of each of the Transaction Documents required to be executed by Farfetch.com at Completion duly executed by Farfetch.com;

(ii)

a copy of a board resolution of Farfetch.com approving the Transaction and the execution by Farfetch.com of the Transaction Documents and any other documents referred to in this Agreement;

(iii)

share certificates in respect of the Consideration Shares;

(iv)

a copy of the Series Preferred Investor Consent (as defined in the articles of association of Farfetch.com) approving the Transaction and the issue by Farfetch.com of the Consideration Shares; and

(v)

a copy of a board resolution of Farfetch.com approving the resignation of Moritz Van Laffert and the appointment of Jonathan E. Newhouse in his place.

SCHEDULE 3

WARRANTIES

1.	CAPACITY AND AUTHORITY

1.1	Each Vendor and each member of the Vendor Group which is a party to this Agreement or any of the other Transaction Documents is validly incorporated, in existence and duly registered under the laws of its country of incorporation.

1.2

Each Vendor and each member of the Vendor Group which is a party to this Agreement or any of the other Transaction Documents has taken all necessary action and has all requisite power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party in accordance with their terms.

1.3	This Agreement and the other Transaction Documents constitute (or shall constitute when executed) valid, legal and binding obligations on the Vendors and each member of the Vendor Group which is a party in the terms of this Agreement and such other Transaction Documents.

1.4

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

1.5

No consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any Authority is required to be obtained, or made, by the Vendors or any other member of the Vendor Group to authorise the execution or performance of this Agreement by such persons.

2.	COMPLIANCE WITH LAW AND DISPUTES

2.1

No Asset is the subject of any investigation or litigation proceeding or, so far as the Vendors are aware, any dispute. No investigation or litigation proceeding is pending or, so far as the Vendors are aware, has been threatened and, so far as the Vendors are aware, there are no circumstances likely to give rise to any dispute, investigation or litigation proceeding.

2.2	No Asset is affected by any existing or pending judgments or rulings.

2.3	None of the Stock, so far as the Vendors are aware:

(a)

is defective or unsafe;

(b)

has been the subject of any voluntary or mandatory recall or product warning; or

(c)

does not comply with all Laws, regulations and standards applicable to such products.

3.	CONTRACTS

True and complete copies of all of the contracts used exclusively in connection with the Business, other than the Excluded Contracts, are included in the Disclosure Documents.

4.	INSOLVENCY

4.1	Neither Vendor nor any of their Relevant Affiliates:

(a)

is insolvent or unable to pay its debts within the meaning of the Insolvency Act 1986 or any other insolvency legislation applicable to the company concerned; or

(b)

has stopped paying its debts as they fall due.

4.2	No step has been taken to initiate any process by or under which:

(a)

the ability of the creditors of any Vendor to take any action to enforce their debts is suspended, restricted or prevented;

(b)

some or all of the creditors of any Vendor accept, by agreement or in pursuance of a court order, an amount less than the respective sums owing to them in satisfaction of those sums with a view to preventing the dissolution of such entity;

(c)

a person is appointed to manage the affairs, business and assets of any Vendor on behalf of its creditors; or

(d)

the holder of an Encumbrance over the assets of any Vendor is appointed to control its business and assets.

4.3	In relation to the Vendors:

(a)

no administrator has been appointed;

(b)

no documents have been filed with the court for the appointment of an administrator; and

(c)

no notice of an intention to appoint an administrator has been given by the relevant company, its directors or by a qualifying floating charge holder.

4.4	No process has been initiated which could lead to the Vendor Group being dissolved and its assets being distributed among the relevant company’s creditors, shareholders or other contributors.

4.5	No floating charge created by the Vendor Group has crystallised and, so far as the Vendors are aware, there are no circumstances likely to cause such a floating charge to crystallise.

4.6	No distress, execution or other process has been levied on any of the Assets.

5.	EFFECT OF SALE

Neither the acquisition of the Assets by the Purchaser nor compliance with the terms of this Agreement will result in the creation, imposition, crystallisation or enforcement of any Encumbrance on any of the Assets.

6.	ASSETS

6.1

Each of the Assets (including any Editorial Material included in the Assets) is legally and beneficially owned by the relevant Vendor or any of their respective Representatives, and each of the Assets capable of possession is in the possession and control of the relevant Vendor and is situated in the United Kingdom.

6.2	The identity and location of each tangible Asset at Completion is set out in the Disclosure Letter. Each such Asset is clearly identified as the property of a Vendor.

6.3	The Assets (including any Editorial Material included in the Assets) are free from all Encumbrances and there is no agreement or commitment to give or create any Encumbrance over or affecting the Assets and no claim has been made by any person to be entitled to any such Encumbrance.

6.4	All consents, approvals, authorisations and waivers of third parties which are required for the transfer of the Assets to the Purchaser have been obtained in writing and have been supplied to the Purchaser.

6.5	Each of the Assets has been and is being used exclusively in the Business.

6.6	No Vendor has agreed to acquire any Asset on terms that ownership does not pass until full payment is made.

6.7	None of the Assets is the subject of any lease, lease hire agreement, hire purchase agreement or agreement for payment on deferred terms or is the subject of any licence or factoring arrangement.

STOCK

The Stock held by or on behalf of the Vendors is in good and undamaged condition.

8.	INTELLECTUAL PROPERTY

8.1	Intellectual Property – General

A copy of all Customer Information is in the possession of the Vendors.

8.2	Intellectual Property - Ownership

(a)

Schedule 7 contains a complete and accurate list of all of the:

(i)

registered Transferring Intellectual Property, including complete and accurate details of the registered proprietor or applicant, registration date, number and any deadlines for renewal (the “Registered IP”); and

(ii)

material unregistered Transferring Intellectual Property excluding the Transferring Databases and Editorial Material.

(b)

In respect of the Transferring Intellectual Property:

(i)

it is wholly owned (legally and beneficially) by the Vendors, free from Encumbrances and there is no agreement or commitment to give or create any Encumbrance over or affecting the Transferring Intellectual Property and no claim has been made by any person to be entitled to any such Encumbrance;

(ii)

it is not subject to any agreement that restricts its use, disclosure, licensing or transfer;

(iii)

so far as the Vendors are aware, there have been no acts or omissions by a Vendor that would prejudice the enforcement of the Transferring Intellectual Property by the Purchaser after Completion, including acquiescence by a Vendor in any unauthorised use by third parties; and

(iv)

no Vendor has received written notification from a third party challenging or opposing, or written advice from an in-house or external counsel expressing doubt on, the scope, validity or enforceability of the Transferring Intellectual Property.

(c)

Each officer, employee, contractor or consultant of the Vendor Group that has undertaken work (whether wholly or partly) in connection with the creation of Transferring Intellectual Property has entered into a contract under which they are obliged to disclose and assign to a member of the Vendor Group any Intellectual Property in the Transferring Intellectual Property on terms whereby the Intellectual Property arising from the same vests in such member of the Vendor Group absolutely (provided the foregoing warranty is not made with respect to any Editorial Material in the Transferring Intellectual Property).

(d)

As at Completion, none of the following persons will own or be entitled to the ownership of any Transferring Intellectual Property:

(i)

any Vendor Group entity;

(ii)

employees, consultants, contractors, agents, subcontractors or officers of the Vendors or any Vendor Group entity; or

(iii)

former employees, consultants, contractors, agents, subcontractors or officers of the Vendors or any Vendor Group entity.

(e)

So far as the Vendors are aware, no person or entity other than the Vendors has a copy of the Customer Information included in the Assets.

8.3	Intellectual Property – Validity

In respect of the Registered IP:

(a)

all registry deadlines for payment of fees and registrations of transactions have been met;

(b)

in the case of registrations, no written notice or allegation has been received by the Vendor Group concerning the removal, amendment, challenge or surrender of the registrations, and the Vendors are not aware of any potential grounds for the same; and

(c)

in the case of applications, there are no oppositions nor so far as the Vendors are aware, anything else that would prevent the applications from being granted.

8.4	Intellectual Property – Infringement

(a)

So far as the Vendors are aware:

(i)

the activities of the Vendor Group in relation to the Business have not infringed or misappropriated, or do not infringe or misuse, the Intellectual Property (including Confidential Information) of any third party; and

(ii)

no Transferring Intellectual Property has been infringed or misappropriated, or is being infringed or misappropriated, by a third party and none of the Transferring Intellectual Property is the subject of a dispute, attack, opposition, entitlement action or challenge.

(b)

There are no injunctions, undertakings, orders, agreements or arrangements which restrict the use by any Vendor or any of its Affiliates of any of the Transferring Intellectual Property.

(c)

No third party has been authorised to use the Transferring Intellectual Property.

(d)

No written notice or allegation has been received by the Vendor Group that use of the Transferring Intellectual Property by any member of the Vendor Group is, or may be, infringing or misappropriating any third party Intellectual Property or has otherwise challenged the validity or ownership of any of the Transferring Intellectual Property.

(e)

No member of the Vendor Group has notified any third party in writing or otherwise alleged in writing that the third party is, or may be, infringing or misappropriating any Transferring Intellectual Property.

(f)

No person has asserted in writing to any member of the Vendor Group moral rights (or similar rights) in respect of any Transferring Intellectual Property and, so far as the Vendors are aware, no member of the Vendor Group has breached any moral right of any third party in respect of the Transferring Intellectual Property.

9.	DATA PROTECTION

9.1	The Transferring Databases are all located inside the European Economic Area.

9.2

The Vendors and their Relevant Affiliates have at all times operated appropriate technical and organisational measures to ensure against the unlawful processing of Personal Data and against unauthorised access of Personal Data, or against accidental loss or destruction of, or damage to, Personal Data held by any Vendor and its Relevant Affiliates in the Transferring Databases.

9.3

All Personal Data processed by any Vendor and stored in the Transferring Databases has been collected fairly and lawfully (including through the provision of information notices) and has been used legitimately in the course of business in the Business prior to the Completion Date without breaching any Data Protection Laws or any contractual arrangements.

9.4	Where the Vendors have received requests from Data Subjects to opt-out of email marketing relating to the Business, the Vendors have removed those Data Subjects from the Transferring Databases to be disclosed to the Purchaser.

9.5	There are no unsatisfied access requests received in respect of Personal Data held in the Transferring Databases or any outstanding applications received for rectification or erasure of Personal Data by Data Subjects.

10.

DATABASES

10.1	So far as the Vendors are aware, no person or entity other than the Vendors and their Relevant Affiliates has a copy of any Transferring Databases.

10.2	All Transferring Databases are accurate and, so far as the Vendors are aware, have not suffered any loss or corruption (through a software virus or otherwise).

10.3	The Transferring Databases have not, so far as the Vendors are aware, been accessed by any unauthorised person.

10.4	The list disclosed in the Data Room titled “Email database 26052017.xlsx” comprises all the Customer Information other than transactional history.

11.

EMPLOYEES

The Disclosure Documents include, in respect of the Employees, anonymised details of the name of employer, the position held, department and, where applicable, division.

12.

TAX

12.1	The Vendors have complied in all material respects with all statutory provisions, rules, regulations, orders and directions in relation to the Assets concerning any Taxes, including the making on time of accurate returns and payments and the proper maintenance and preservation of records.

12.2	No Vendor is involved in any dispute with any Tax Authority, and is not so far as it is aware the subject of any enquiry by any Tax Authority, which may affect the Assets.

12.3	All documents under which a Vendor derives title to any of the Assets and which attract stamp duty have been duly stamped and are in the possession of that Vendor or under its control.

SCHEDULE 4

LIMITATIONS ON VENDORS’ LIABILITY

1.	FINANCIAL LIMITS ON CLAIMS

1.1	The aggregate liability of the Vendors in respect of all Claims shall not exceed the Consideration.

1.2

The Vendors shall not be liable in respect of any single Claim unless the amount of the liability pursuant to that Claim would (but for this paragraph 1.2) exceed $12,500 (and, for these purposes, Claims arising out of the same or similar subject matter, facts, events or circumstances shall be aggregated to form a single Claim).

1.3

The Vendors shall not be liable in respect of any single Claim unless the aggregate amount of the liability of the Vendors for all Claims (other than Claims excluded by paragraph 1.2) would exceed $125,000, in which case the Vendors shall be liable for the entire amount of such Claim and not merely the excess.

2.	TIME LIMITS ON CLAIMS

2.1	The Vendors shall not be liable in respect of any Claim unless the Purchaser has given notice in writing of such Claim to AMPI:

(a)

in the case of a claim made under the Tax Warranties, within the period of four (4) years beginning with the Completion Date; and

(b)

in any other case, within the period of eighteen (18) months beginning with the Completion Date.

2.2	The notice referred to in paragraph 2.1 shall include a summary of the nature of the Claim as far as it is known to the Purchaser and the amount claimed.

2.3	For the avoidance of doubt, the Purchaser may give notice of any single Claim in accordance with paragraph 2, whether or not the amount set out in paragraph 1.3 has been exceeded at the time the notice is given.

3.	LIMITATIONS IN RELATION TO SPECIFIC WARRANTIES

The provisions of paragraphs 1 and 2 above shall not apply in respect of any Claim for breach of the Warranties set out in paragraphs 1.1 to 1.4 and 6.1 of Schedule 3.

4.	CONTINGENT LIABILITIES

The Vendors shall not be liable in respect of any contingent liability in relation to any Claim unless and until such contingent liability becomes an actual liability and is due and payable. This is without prejudice to the right of the Purchaser to give notice of the relevant Claim in accordance with paragraph 2 and to issue and serve proceedings in respect of it before such time and the fact that the liability may not have become an actual liability by the date provided in paragraph 2 shall not exonerate the Vendors in respect of any Claim properly notified before that date.

5.	NO DUPLICATION OF RECOVERY

The Purchaser shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same Loss, regardless of whether more than one claim arises in respect of it.

6.	VENDORS’ ACCESS

In the event of a Claim, the Purchaser shall, subject to the Vendors giving such undertakings as to confidentiality as the Purchaser may reasonably require, procure that the Vendors and their respective Representatives are provided, upon reasonable notice and during Working Hours, access to such information, records, premises and personnel of the relevant member of the Purchaser Group as the Vendors may reasonably require (not being any which would otherwise be subject to legal privilege) to investigate, avoid, remedy, dispute, resist, appeal, compromise or contest such Claim.

7.	FRAUD AND WILFUL MISCONDUCT

The provisions of paragraphs 1 and 2 of this Schedule shall not apply in respect of a Claim if it is (or the delay in the discovery of which is) the consequence of fraud, wilful misconduct or wilful concealment by a Vendor or any member of the Vendor Group or any of their present or former directors, officers or employees.

8.	MITIGATION

Nothing in this Agreement shall relieve the Purchaser of its common law duty to mitigate its loss.

9.	PRIOR RECEIPT

If a Vendor pays an amount in discharge of any Claim and the Purchaser subsequently recovers from a third party a sum which is referable to the subject matter of the Claim and which would not otherwise have been received by the Purchaser, the Purchaser shall pay an amount equal to the lesser of:

(a)

the sum recovered from the third party in respect of the Claim less any costs and expenses incurred in obtaining such recovery; or

(b)

the amount previously paid by that Vendor to the Purchaser in discharge of the Claim.

10.

THIRD PARTY CLAIMS

10.1

If the Purchaser becomes aware after Completion of any claim by any relevant third party which is likely to give rise to a Claim (a “Third Party Claim”), the Purchaser shall have conduct of the Third Party Claim but shall, as soon as is reasonably practicable after the Purchaser becoming so aware, give notice in writing of the Third Party Claim to AMPI setting out such information as is then available to the Purchaser so AMPI may assess the basis and prospects of the Third Party Claim.

10.2	The Purchaser shall keep AMPI promptly informed of any material progress in settling any Third Party Claim, and shall procure that copies of all material correspondence pertaining to such claim are sent to AMPI as soon as reasonably practicable.

11.

GENERAL EXCLUSIONS

11.1	The Vendors shall have no liability in respect of any Claim to the extent that the fact, matter or circumstance giving rise to such Claim:

(a)

would not have arisen but for any act, omission or transaction of the Purchaser or any member of the Purchaser Group after Completion; or

(b)

would not have arisen but for the passing of, or any change in, after the date of this Agreement, any law, rule, regulation or administrative practice of any government, governmental department, agency or regulatory body including (without prejudice to the generality of the foregoing) any increase in the rates of Taxation or any imposition of Taxation or any withdrawal of relief from Taxation not actually (or prospectively) in effect at the date of this Agreement.

SCHEDULE 5

[NOT USED]

SCHEDULE 6

STOCK

SCHEDULE 7

INTELLECTUAL PROPERTY

1.	REGISTERED INTELLECTUAL PROPERTY

1.1	Trade Marks


Country Name	Trademark Name	Application Number	Registration Number
Italy		C005956/2000	1346338
Russian Federation	STYLE.COM	2000710057	274626
China (People’s Republic)	STYLE.COM	2000065839	1679667
China (People’s Republic)	STYLE.COM	2000065841	1671855
China (People’s Republic)	STYLE.COM	2000065840	1731723
China (People’s Republic)	STYLE.COM	10309472	10309472
China (People’s Republic)	STYLE.COM	10309471	10309471
China (People’s Republic)	STYLE.COM	10309470	10309470
Brazil	STYLE.COM	840767790	840767790
Brazil	STYLE.COM	840767757	840767757
Brazil	STYLE.COM	840767811	840767811
Canada	STYLE.COM	1731712
France		013083701	013083701
Canada		1155956	650359
Australia		845915	845915
European Union (Community)		11869419	011869419
European Union (Community)		014285019
European Union (Community)	STYLECLOUD	013641618	013641618
United Kingdom		3114529
United Kingdom	STYLECLOUD	UK00003089604	UK00003089604
Saudi Arabia	STYLE.COM	143412475
United Arab Emirates	STYLE.COM/ARABIA	195357	195357
Indonesia	STYLE.COM/INDONESIA	J002014002291
Indonesia	STYLE.COM/INDONESIA	J002014002303
Indonesia	STYLE.COM/INDONESIA	D002014002311
United States of America	STYLE.COM/PRINT	85/475050	4168003
United States of America	STYLECLOUD	86/500539
EU		15484348


Country Name	Trademark Name	Application Number	Registration Number
India	STYLE.COM	2987238
UK	STYLEDOTCOM	3191849
EU		2003434/10	009096165

1.2	Domain Names


Domain Name	Country	Registration Date	Registry Expiry Date	Paid Until Date
style.bh	BAHRAIN	03-Jul-2012	03-Jul-2017	03-Jul-2017
style.bo	BOLIVIA	02-Oct-2007	02-Oct-2017	02-Oct-2017
style.co.hu	HUNGARY	16-Aug-2007	31-Jan-2018	31-Jan-2018
style.co.om	OMAN	02-Jul-2012	17-Jul-2017	17-Jul-2017
style.co.uk	UNITED KINGDOM	01-Aug-1996	11-Feb-2018	11-Feb-2018
style.com	gTLD	20-Mar-1995	21-Mar-2018	21-Mar-2018
style.com.bo	BOLIVIA	02-Oct-2007	02-Oct-2017	02-Oct-2017
style.com.ec	ECUADOR	09-Aug-2007	09-Aug-2017	09-Aug-2017
style.com.es	SPAIN	05-Aug-2006	05-Aug-2017	05-Aug-2017
style.com.om	OMAN	02-Jul-2012	17-Jul-2017	17-Jul-2017
style.com.pe	PERU	21-Sep-2007	20-Sep-2017	20-Sep-2017
style.com.pr	PUERTO RICO	17-Aug-2007	17-Aug-2017	17-Aug-2017
style.com.pt	PORTUGAL	31-Jul-2006	30-Jun-2018	30-Jun-2019
style.com.py	PARAGUAY	02-Dec-2008	25-Dec-2017	25-Dec-2018
style.com.sg	SINGAPORE	27-Jul-2006	27-Jul-2017	27-Jul-2017
style.de	GERMANY	11-May-2012	11-May-2018	11-May-2019
style.eu	EUROPEAN UNION	24-Apr-2006	18-Jun-2017	18-Jun-2017
style.it	ITALY	16-Mar-1999	10-Dec-2017	10-Dec-2018
style.jobs	gTLD	15-Sep-2005	15-Sep-2017	15-Sep-2017
style.lu	LUXEMBOURG	13-Aug-2007	08-Aug-2017	08-Aug-2017
style.pr	PUERTO RICO	10-Aug-2007	10-Aug-2017	10-Aug-2017
style.ru	RUSSIAN FEDERATION	06-Oct-1997	01-Nov-2017	01-Nov-2017

2.	MATERIAL UNREGISTERED INTELLECTUAL PROPERTY

The mark “STYLE.COM”

This Agreement has been entered into on the date stated at the beginning of it.


The Vendors

Signed by David Geithner, for and on behalf of ADVANCE MAGAZINE PUBLISHERS INC.		/s/ David Geithner

Position: Vice President

Signed by Jonathan E. Newhouse, for and on behalf of CN COMMERCE LTD		/s/ Jonathan Newhouse

Director

[Signature page to asset purchase agreement]


The Purchaser

Signed by José Manuel Ferreira Neves, for and on behalf of FARFETCH UK LIMITED		/s/ José Neves

Director

Farfetch.com

Signed by José Manuel Ferreira Neves, for and on behalf of FARFETCH.COM LIMITED		/s/ José Neves

Director

[Signature page to asset purchase agreement]

EX-10.6 11 d532260dex106.htm EX-10.6 EX-10.6

Exhibit 10.6

13 June 2017

FARFETCH.COM LIMITED

and

FARFETCH UK LIMITED

and

ADVANCE MAGAZINE PUBLISHERS INC.

COLLABORATION SERVICES AGREEMENT

STRICTLY PRIVATE AND CONFIDENTIAL

TABLE OF CONTENTS


		Page

1.	DEFINITIONS AND INTERPRETATION:		1

2.	COMMENCEMENT AND TERM		6

3.	GOVERNANCE AND OBJECTIVES		6

4.	OBLIGATIONS OF AMP		6

5.	OBLIGATIONS OF FARFETCH		7

6.	INTELLECTUAL PROPERTY		7

7.	TRANSACTION DATA AND REPORTS		9

8.	PERSONAL DATA		9

9.	COMMISSION AND PAYMENT		9

10.	AFFILIATE TERMS AND CONDITIONS		10

11.	EXCLUSIVITY		11

12.	WARRANTIES		11

13.	LIMITATION OF LIABILITY		12

14.	INDEMNITY		12

15.	TERMINATION		13

16.	ESCALATION PROCEDURE		14

17.	NOTICES.		14

18.	CONFIDENTIALITY		15

19.	GENERAL		15

SCHEDULE 1			19

	SERVICES

1.	SERVICES		19

SCHEDULE 2			23

SCHEDULE 3			24

	AFFILIATE TERMS AND CONDITIONS

STRICTLY PRIVATE AND CONFIDENTIAL

COLLABORATION SERVICES AGREEMENT

THIS AGREEMENT is dated 13 June 2017, and is entered into by and between:

(1)	FARFETCH.COM LIMITED, a company incorporated in the Isle of Man with company registration number 000657V, whose registered office is at Grosvenor House, 66-67 Athol Street, Douglas, Isle of Man, IM1 1JE (“FF.com”);

(2)	FARFETCH UK LTD, a company incorporated in England and Wales with company registration number 06400760 and having its registered office at 4th Floor The Bower, 211 Old Street, London EC1V 9NR (“Farfetch”); and

(3)	ADVANCE MAGAZINE PUBLISHERS INC., a company incorporated in the United States of America with Employer Identification Number 13-3479374 and having an office at One World Trade Center, New York, NY 10007 (“AMP”),

being the “Parties” and each being a “Party”.

WHEREAS:

(A)	AMP is entering into this Agreement at the request of FF.com and in consideration for FF.com executing the Warrant Instrument;

(B)	Farfetch owns and operates a leading global fashion online marketplace platform;

(C)	The Advance Group (defined below) is a leading provider of lifestyle content; and

(D)	The Parties wish to collaborate by entering into an Affiliate Program (as defined below) and as otherwise described in this Agreement.

NOW, THEREFORE, it is agreed as follows:

1.	DEFINITIONS AND INTERPRETATION:

1.1	In this Agreement, the following capitalised terms shall have the following meanings:

“Advance Group” means AMP and its Affiliates which owns or operates any of the Advance Group Websites or AMP Marks;

“Advance Group VGS Brand Websites” means the website in each country listed in Appendix 1 to Schedule 1 bearing the “Vogue”, “GQ”, and “Self” AMP Brands which are owned and operated by the Advance Group, and any other websites owned and operated by the Advance Group which the Parties may agree in writing to add to this Agreement from time to time;

“Advance Group Websites” means the Advance Group VGS Brand Websites and the other websites, applications and Social Network pages associated with the AMP Brands in the countries listed in Appendix 1 to Schedule 1, and any other websites or applications to which the Advance Group has rights which the Parties may agree in writing to add to this Agreement from time to time;

“Affiliate” means, in relation to a body corporate, any subsidiary or holding company of such body corporate or an entity that is directly or indirectly controlled by or under common ownership or control with such body corporate, in each case from time to time;

“Affiliate Commission” has the meaning given to it in Clause 9.1;

STRICTLY PRIVATE AND CONFIDENTIAL

“Affiliate Program” means an arrangement, whereby the operators of two websites agree that if the first directs a person to the second operator’s website through a direct link and the person directed engages in a transaction, subject to the terms of the program, the second operator will pay the first operator a commission on that transaction;

“Affiliate Terms and Conditions” means Farfetch’s standard affiliate terms and conditions for its Affiliate Program, the current version of which is set out at Schedule 3 and which may be amended from time to time by Farfetch by notification in writing to AMP;

“Agreement” means this agreement between the Parties which includes these terms and conditions and the Schedules and Appendices;

“AMP Brands” means the marks of the Advance Group listed in Appendix 1 to Schedule 1;

“AMP Content” has the meaning set out in clause 6.2.1;

“AMP Referred Transactions” means those transactions Concluded in the Cookie Window following the Customer being referred to the Farfetch Platform from any of the Advance Group Websites or other Advance Group owned online sources (including Advance Group email) excluding:

(a)

the Online Shopping Guides and any other sources agreed by the Parties from time to time; and

(b)

those transactions that have been excluded in accordance with Farfetch’s De-Duplication Policy;

“Applicable Law” means any of the following, to the extent that it applies to a Party:

(a)

any statute, directive, order, enactment, regulation, bylaw, ordinance or subordinate legislation in force from time to time;

(b)

the common law and the law of equity;

(c)

any binding court order, judgment or decree;

(d)

any applicable industry code, policy or standard enforceable by law; and

(e)

any applicable direction, statement of practice, policy, rule or order that is set out by a governmental regulator that is binding on the Parties,

in any jurisdiction;

“Brand Guidelines” means a Party’s brand guidelines (if any) relating to the use of such Party’s trademarks as may be provided in writing to the other Party from time to time;

“Business Day” a day other than a Saturday, Sunday or public holiday in the United Kingdom when banks in London are open for business;

“Cash Balance” has the meaning given to it in the Warrant Instrument;

“Commercially Reasonable Efforts” means taking such steps and performing in such a manner as a well-managed company would undertake where such company was acting in a determined, prudent and reasonable manner to achieve the particular result for its own benefit;

STRICTLY PRIVATE AND CONFIDENTIAL

“Concluded” means the Customer has made an order for products or services through the Farfetch Platform and completed the transaction and such order has not been cancelled or returned within the applicable cancellation or return period;

“Control” shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression “Change of Control” shall be construed accordingly;

“Cookie Window” means thirty (30) days from the date that the Referral Cookie is placed on the Customer’s device;

“Customer” means an end user who visits the Advance Group Websites or other Advance Group owned online sources and/or Farfetch Platform, as the context dictates;

“Effective Date” means the date set forth at the beginning of this document;

“Escalation Procedure” has the meaning set out in Clause 16;

“Exercise Date” has the meaning given to it in the Warrant Instrument;

“Exercise Notice” has the meaning given to it in the Warrant Instrument;

“Extension Term” has the meaning given to it in Clause 2.1;

“Farfetch’s De-Duplication Policy” means Farfetch’s De-Duplication policy set out in the Affiliate Terms and Conditions;

“Farfetch Brand” means the mark “Farfetch”;

“Farfetch Platform” means the global fashion online marketplace platform owned and operated by Farfetch which enables luxury brands and boutiques to sell products to consumers;

“Good Industry Practice” means the degree of skill, diligence, prudence and foresight which would ordinarily be expected to be observed by a skilled and experienced professional of international repute engaged in the same or similar type of undertaking as that of a leading online content provider under the same or similar circumstances;

“Gross Transaction Value” means the value of each AMP Referred Transaction in the relevant currency, excluding applicable taxes (including VAT) and postage/delivery fees;

“Initial Period Amount” means the cumulative Affiliate Commission payable in relation to AMP Referral Transactions that occur during each Quarter in the Initial Period;

“Initial Period” means the period beginning on the earlier of the date AMP completes the integration described in Clause 4.2.2 or three (3) months from the Effective Date, and ending on the date which is eighteen (18) months therefrom;

“Initial Term” has the meaning given to it in Clause 2.1;

“Intellectual Property Rights” means all rights in patents, utility models, trade marks, service marks, logos, getup, trade names, internet domain names, copyright (including rights in computer software), design rights, moral rights, database rights, topography rights, confidential information and knowledge (including know how, inventions, secret formulae and processes, market information, and lists of customers (including Customers) and suppliers), and rights protecting goodwill and reputation, in all cases whether registered or unregistered; all other forms of protection having a similar nature or effect anywhere in the world to any of the foregoing and applications for or registrations of any of the foregoing rights which subsist or will subsist now or in the future;

STRICTLY PRIVATE AND CONFIDENTIAL

“Listing” has the meaning given to it in Farfetch.com’s constitutional documents;

“Materials” means, in the case of:

(a)

Farfetch: the Farfetch Brand and the Farfetch images and product feed accessed by AMP via the Performance Horizon Platform, and any other product recommendations, images and associated content provided by Farfetch to AMP to enable AMP to provide the Services; and

(b)

AMP: the AMP Brands, AMP Content, Online Shopping Guides and Promotional Posts;

“MCA” means the Mutual Confidentiality Agreement entered into between the Parties as of March 27, 2017;

“Online Shopping Guides” has the meaning given to it in paragraph 1.1 of Schedule 1;

“Quarter” has the meaning given to it in the Warrant Instrument;

“Performance Horizon Group” means Performance Horizon Group Limited, registered in England & Wales with registration number 07188234 at Level 8, West One, Forth Banks, Newcastle upon Tyne, NE1 3PA;

“Performance Horizon Platform” means the Performance Horizon Group’s software as a service platform providing the technical tools for, and through which Farfetch offers, the Affiliate Program;

“Personal Data” means personally identifiable information as defined by Applicable Law;

“Promotional Posts” means posts by the Advance Group to Social Networks generated by the Advance Group for the purpose of referring Customers to Farfetch as further described in Schedule 1;

“Referral Cookie” means the cookie which has been obtained from and/or through the Performance Horizon Platform placed on a Customer’s device when interacting with the Advance Group Websites used to track whether the Customer is referred to or otherwise accesses the Farfetch Platform out of the immediate session in which the Customer was interacting with the Advance Group Websites;

“Restricted Websites” has the meaning given to it in Clause 11.1;

“Services” means the services, tasks, functions and responsibilities described in Schedule 1 and any additional services or tasks agreed in writing from time to time via the governance structure described in Clause 3;

“Social Network” means any website or other application which is primarily dedicated to enabling users to communicate with each other by posting content such as information, comments, messages and images, including, but not limited to, Facebook, Twitter, Pinterest and Instagram;

STRICTLY PRIVATE AND CONFIDENTIAL

“Term” means the Initial Term and any Extension Term;

“Transaction Data” means the data set out in Schedule 2 relating to AMP Referred Transactions;

“VAT” means value added tax imposed in compliance with European Council Directive 2006/112/EC and any national implementing legislation thereto, or any similar tax imposed in any jurisdiction outside the European Union;

“Warrant Instrument” means the warrant instrument executed by Farfetch.com dated on or about the date hereof in connection with this Agreement.

1.2	In this Agreement, unless the context otherwise requires:

1.2.1

Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.2.2

References to “USD” or “$” is a reference to the lawful currency from time to time of the United States.

1.2.3

A reference to “writing” or “written” includes email.

1.2.4

any reference to a “Schedule”, unless the context otherwise requires, is a reference to the relevant schedule to this Agreement, and any reference to a “clause”, unless the context otherwise requires, is a reference to a clause in this Agreement or the relevant Schedule;

1.2.5

the clause and paragraph headings and the contents page in this Agreement are included for convenience purposes only and shall not affect the interpretation of this Agreement;

1.2.6

use of the singular in this Agreement includes the plural and vice versa;

1.2.7

any reference to a Party or the Parties includes their successors in interest and permitted assigns;

1.2.8

any reference to “persons” includes natural persons, companies, corporations, partnerships, limited liability companies, firms, associations, organisations, governmental authorities, foundations and trusts (in each case, whether or not having separate legal personality);

1.2.9

any reference to a statute, statutory provision or subordinate legislation shall, except where the context otherwise requires, be construed as referring to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation;

1.2.10

unless otherwise defined, terms used in their relevant business context shall be interpreted in accordance with their generally understood meaning in that industry or business context;

1.2.11

any reference to any agreement or other instrument shall, except where expressly provided to the contrary, include any amendment, variation or novation (in whole or in part) of or to such agreement or other instrument.

1.2.12

References to this Agreement include this Agreement as amended or varied in accordance with its terms.

STRICTLY PRIVATE AND CONFIDENTIAL

1.3

If there is a conflict between the terms and conditions of this Agreement, the Schedules and any other document incorporated by reference into this Agreement, then such conflict shall be resolved by giving precedence to such different parts of this Agreement in the following order of precedence (unless expressly agreed otherwise by the Parties in any document incorporated by reference):

1.3.1

first, Clauses 1 to 19 of this Agreement;

1.3.2

second, the schedules; and

1.3.3

third, any documents incorporated by reference.

2.	COMMENCEMENT AND TERM

2.1

This Agreement shall commence on the Effective Date and, subject to earlier termination pursuant to Clause 15 shall continue for five years following which the Agreement shall automatically expire (the “Initial Term”), unless at least 3 months’ prior to the expiry of the Initial Term a Party notifies the other Party, in writing, of its wish to extend the term and the Parties agree in writing to extend the term of the Agreement for such period as may be agreed between the Parties (the “Extension Term”).

2.2	Unless otherwise agreed between the Parties in writing, each Extension Term will be on the same terms in effect immediately prior to such renewal.

2.3	AMP agrees to enter into, and comply with its obligations under, this Agreement at the request of FF.com and in consideration for FF.com executing the Warrant Instrument and granting to AMP the Warrant (as defined in the Warrant Instrument).

3.	GOVERNANCE AND OBJECTIVES

3.1	Each of the Parties shall appoint a suitably experienced individual who will have the day-to-day responsibility for the management of this Agreement, including the management of risks associated with this Agreement (each a “Representative”).

3.2

The Parties shall, within 3 months of the Effective Date, agree on a governance framework, which will include, without limitation, frequency of meetings, seniority of personnel at meetings, objectives planning, mechanisms for measuring performance and key roles, including commercial and affiliate managers, product engineering leads and the project owner and the structure of how the Parties will work together in an effort to agree on further tasks, services and other activities to further their collaborative relationship.

4.	OBLIGATIONS OF AMP

4.1	AMP shall and shall procure that Advance Group shall perform the Services:

4.1.1

in accordance with the terms of this Agreement, including the Affiliate Terms and Conditions (under which AMP is referred to as ‘affiliate’ or ‘publisher’ (as applicable));

4.1.2

with reasonable care and skill and in accordance with Good Industry Practice; and

4.1.3

in compliance with Applicable Laws.

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4.2	AMP shall:

4.2.1

ensure its systems for the U.S. Advance Group Websites integrate with the Performance Horizon Platform to track links to pay the Affiliate Commission under this Agreement within the first three (3) months of the Term;

4.2.2

work towards ensuring its systems for the non-U.S. Advance Group Websites integrate with the Performance Horizon Platform to track links to pay the Affiliate Commission under this Agreement during rollout of the “Copilot” content management system, and AMP will provide to Farfetch its roadmap, including timing, for doing so within the first month of the Term;

4.2.3

promptly notify Farfetch in writing in the event:

(a)

a third party ecommerce market place makes an offer that AMP management is seriously considering for acceptance by Advance Group; or

(b)

any member of the Advance Group offers to a third party ecommerce market place the opportunity for the Advance Group to,

post more than 54 promotional posts per month across the Advance Group’s Social Network (“Third Party Proposal”) and provide Farfetch an opportunity to increase Farfetch’s minimum number of Promotional Posts per month on Advance Group’s Social Network to match or exceed the number of promotional posts set forth in the Third Party Proposal under substantially similar commercial terms as the Third Party Proposal.

5.	OBLIGATIONS OF FARFETCH

5.1	Farfetch shall:

5.1.1

pay all ongoing fees for use of the Performance Horizon Platform hereunder (i.e., there will no payment due by the Advance Group therefore);

5.1.2

use Commercially Reasonable Efforts to co-operate with AMP and shall provide to AMP, at AMP’s written request and subject to any confidentiality or other legal restrictions, such information concerning Farfetch as is reasonably necessary to enable AMP to perform the Services;

5.1.3

continue to include luxury brands in its merchandise and use Commercially Reasonable Efforts to maintain sufficient quantities of such luxury merchandise for sale through the Farfetch Platform to enable Advance Group to fulfil the Services under this Agreement; and

5.1.4

operate its Affiliate Program and otherwise perform its obligations under this Agreement:

(a)

in accordance with the terms of this Agreement;

(b)

with reasonable care and skill and in accordance with Good Industry Practice; and

(c)

in compliance with Applicable Law.

6.	INTELLECTUAL PROPERTY

6.1	Nothing in this Agreement, or any part thereof, will operate to transfer ownership of any Intellectual Property Rights, or any part thereof, belonging to a Party or its Affiliates (including the Advance Group).

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6.2	AMP hereby grants (or shall procure the grant) to Farfetch, during the Term, a worldwide, non-exclusive, non-transferable, royalty free, licence to:

6.2.1

embed on the Farfetch Platform any content (including images) posted by Advance Group on its Advance Group VGS Brand Websites’ Social Network pages that is made available for dissemination via the Social Networks’ public API (“AMP Content”), provided Farfetch does not alter the content or links, and provided further that AMP reserves the right to object at any time to a particular use in the event Advance Group becomes aware it does not have rights in such content, and Farfetch will make such reasonable changes requested by AMP (which may include, for the sake of clarity, ceasing such use);

6.2.2

create a section of the Farfetch Platform called “The Vogue Edit” exclusively featuring the Vogue Online Shopping Guide (and branded with the “Vogue” AMP Brand) and another section of the Farfetch Platform called “The GQ Edit” exclusively featuring the GQ Online Shopping Guide (and branded with the “GQ” AMP Brand), or such other name(s) for such sections as determined in AMP’s sole discretion (the “Edit Sections”), provided that: (i) all usage of the AMP Brands complies with AMP’s Brand Guidelines, (ii) Farfetch provides an opportunity for AMP to review and approve the look-and-feel of the Edit Sections and all use of the AMP Brands prior to going live; and (iii) Farfetch may not alter, change, edit or revise the Online Shopping Guides without AMP’s prior written approval;

6.2.3

use Promotional Posts on the Farfetch Platform and Social Network, where such use is through embedding or reposts; and

6.2.4

use the AMP Brands solely in connection with the Services and to benefit from the rights granted to it under the Agreement.

6.3	Any and all goodwill arising from Farfetch’s use of the AMP Materials will inure to the benefit of AMP.

6.4	Farfetch agrees that nothing in this Agreement shall give Farfetch any right, title or interest in the AMP Materials other than the right to use the same in accordance with this Agreement.

6.5	Farfetch hereby grants (or shall procure the grant) to AMP, during the Term, a worldwide, non-exclusive, non-transferrable, royalty free licence to use:

6.5.1

the Farfetch Materials solely to provide the Services;

6.5.2

the Farfetch Brand solely to provide the Services and in accordance with Farfetch’s Brand Guidelines and the Affiliate Terms and Conditions.

6.6	Any and all goodwill arising from AMP’s use of the Farfetch Materials will inure to the benefit of Farfetch.

6.7	AMP agrees that nothing in this Agreement shall give AMP any right, title or interest in the Farfetch Materials other than the right to use the same in accordance with this Agreement.

6.8	Each Party shall promptly give written notice to the other Party of any actual, threatened or suspected infringement of the other Party’s Intellectual Property Rights resulting from fulfilment of its obligations under this Agreement of which it becomes aware.

STRICTLY PRIVATE AND CONFIDENTIAL

7.	TRANSACTION DATA AND REPORTS

7.1	Farfetch will provide AMP with Transaction Data through the Performance Horizon Platform.

7.2	Within five (5) Business Days of the end of each month, AMP will provide a report outlining the number of impressions served and on which sites such servings were made in providing the promotional inventory Service as set out in Clause 1.3 of Schedule 1 during the previous month.

7.3

The Parties may agree to discuss opportunities to exchange data in compliance with Applicable Law for the benefit of both Parties, including for example syncing the Transaction Data with AMP’s data in its digital (data) management platform (DMP), but, for the avoidance of doubt, there is no obligation on either Party to enter into any agreement regarding the same and any agreement to undertake such opportunities shall be subject to agreement on terms and conditions, including any charges or other consideration payable.

8.	PERSONAL DATA

8.1	This Agreement does not contemplate either Party processing Personal Data for and on behalf of the other Party. To the extent either Party processes Personal Data to fulfil its obligations under this Agreement, such Party will do so in compliance with Applicable Law.

8.2

To the extent that the Parties agree to changes under this Agreement that will result in either Party processing any Personal Data for and on behalf of the other Party, the Parties shall negotiate in good faith an addendum or amendment to this Agreement to enable both Parties’ compliance with Applicable Law.

9.	COMMISSION AND PAYMENT

9.1

Farfetch shall pay to AMP a commission of 10% of Gross Transaction Value converted to USD on the date of payment (“Affiliate Commission”) in accordance with this Clause 9 for the Services provided under this Agreement. All conversions to USD will be based on Farfetch’s standard exchange rate for all members of its Affiliate Program in effect on the Business Day of the date of payment.

9.2

Subject to Clause 9.4, on the Exercise Date, AMP may elect, in its sole discretion for up to $10,000,000 (the “Exercise Cap”) of the Initial Period Amount to be satisfied by the issuance to AMP of Ordinary Shares in accordance with the Warrant Instrument or by payment in USD in such proportions as AMP may specify in its Election Notice; provided however, that if on the Exercise Date, the Cash Balance is less than USD 75,000,000 (the “Minimum Balance”) or payment in USD would cause the Cash Balance to fall below the Minimum Balance, then Farfetch may elect, in its sole discretion, to defer such portion of the USD payment (the “Excess USD”) as is necessary for it to maintain the Minimum Balance until the earlier of (i) ten (10) Business Days after the date that the payment of the Excess USD would not cause the Cash Balance to fall below the Minimum Balance, (ii) the one-year anniversary of the Exercise Date and (iii) the date any the of the events described clause 15.1 hereof shall occur that would give rise to AMP having the right with immediate effect to terminate this Agreement by issuing a notice of termination to Farfetch. If at any time following the Exercise Date, Farfetch is able to pay some, but not all of the Excess USD without falling below the Minimum Balance, it shall reduce the outstanding amount of the Excess USD by making such partial payment to AMP as soon as reasonably practicable.

9.3	Any portion of the Initial Period Amount in excess of Exercise Cap shall be paid to AMP in USD.

STRICTLY PRIVATE AND CONFIDENTIAL

9.4	If the Warrant Instrument has terminated in accordance with its terms, the Initial Period Amount shall be paid in USD.

9.5

Subject to Clause 9.6, AMP shall give written notice (an “Election Notice”) to FF.com stating the manner in which it wishes the Initial Period Amount to be satisfied by no later than the date which is ten (10) Business Days after receipt by AMP (i) from the Performance Horizon Platform or such other platform as the Parties are using to monitor and track transactions hereunder of the calculation of the aggregate Affiliate Commission for the Initial Period and (ii) receipt from the Company of its calculation of the number of Ordinary Shares capable of being subscribed on the Exercise Date in accordance with the terms of the Warrant Instrument. Farfetch shall cause such information to be delivered to AMP by no later than thirty (30) days after the end of the Initial Period. If all or part of the Initial Period Amount is to be satisfied by the issuance to AMP of Ordinary Shares, AMP shall deliver, along with the Election Notice, an Exercise Notice in accordance with the Warrant Instrument.

9.6	If Farfetch.com notifies AMP in accordance with clause 7.1(k) of the Warrant Instrument that a Listing is anticipated prior to the expiry of the Initial Period, AMP may serve an Exercise Notice in accordance with the terms of the Warrant Instrument.

9.7

Following the Initial Period, Farfetch shall pay the Affiliate Commission in USD within 30 days of the date of receipt of the monthly invoice for the Affiliate Commission being generated by the Performance Horizon Platform . Such notice shall include each of the items specified in clause 9.5(i) and (ii) above.

9.8

The Affiliate Commission and all other sums payable by or on behalf of Farfetch under this Agreement which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply and accordingly if VAT is or becomes chargeable on the Affiliate Commission or other such sums payable by or on behalf of Farfetch under this Agreement and the supplier (for Vat purposes) of the relevant goods or services is required to account to the relevant tax authority for the VAT, Farfetch must pay to the supplier (in addition to and at the same time as paying the Affiliate Commission or other sum) an amount equal to the amount of the VAT (and the supplier must promptly provide an appropriate VAT invoice to Farfetch). The Affiliate Commission and all other payments made by or on behalf of any party under this Agreement, shall be paid free from any deduction or withholding for or on account of Tax, except for any such deductions or withholdings required by law.

9.9	Farfetch shall, each calendar quarter, pay to AMP ten thousand USD ($10,000) for creation of the Online Shopping Guides in accordance with this Agreement.

9.10

Farfetch shall, each month, on production of invoices or other proof of costs incurred reasonably acceptable to Farfetch, reimburse the Advance Group for all reasonable costs incurred in the prior calendar month associated with gaining the necessary rights to likenesses and names of individuals and copyrighted content included in the Online Shopping Guides and Promotional Posts where they appear on the Farfetch Platform, provided that AMP shall not incur, and Farfetch shall not pay any costs in excess of five thousand USD ($5,000) per month without Farfetch’s prior written agreement.

10.

AFFILIATE TERMS AND CONDITIONS

10.1

Notwithstanding anything in this Agreement, to the extent the Affiliate Terms and Conditions are inconsistent with the provisions of this Agreement, the provisions of this Agreement shall prevail, including, for the avoidance of doubt, the provisions regarding termination of this Agreement and Intellectual Property Rights shall apply to the exclusion of any such provisions in the Affiliate Terms and Conditions. For the sake of clarity, the Affiliate Terms and Conditions do not and shall not provide Farfetch a right to suspend or terminate the Advance Group’s participation in its Affiliate Program without terminating this Agreement.

STRICTLY PRIVATE AND CONFIDENTIAL

10.2

In the event Farfetch wishes to amend the Affiliate Terms and Conditions and such amendments would be likely have a material impact on this Agreement, including an impact on the Affiliate Commission payable or would otherwise be unreasonably onerous on Advance Group, the Parties will meet to discuss and work together in good faith to resolve any issues.

11.

EXCLUSIVITY

11.1

During the period from the Effective Date until the third anniversary of the Effective Date, the Advance Group shall not enter into an affiliate partnership, involving any of the following ecommerce websites: Net-a-Porter.com, MrPorter.com, Ssense.com and MatchesFashion.com (the “Restricted Websites”). The foregoing restriction shall not be interpreted as to prevent:

11.1.1

the Advance Group from engaging with the Restricted Websites on advertising or marketing campaigns except where such advertising or marketing campaign is part of Affiliate Programs;

11.1.2

continuing to work with “Skimlinks” or other providers that offer a similar solution, provided that the Advance Group must procure that Skimlinks and such other providers disable the opportunity for commission on referrals from the Restricted Websites;

11.1.3

any member of the Advance Group from engaging with the Restricted Websites to utilize white label technology platforms of such Restricted Websites;

11.1.4

any member of the Advance Group from:

(a)

making minority equity investments in any company which has or in the future enters into affiliate programs with any or all of the foregoing Restricted Websites; and/or

(b)

acquiring any business which, at the time of such acquisition, has affiliate programs with any or all of the foregoing Restricted Websites, nor does this restrict any such acquired business from continuing its affiliate programs after such acquisition; provided that revenue from the Restricted Website’s Affiliate Programs in aggregate constitute less than 50% of the acquired business’s total revenues at the time of such acquisition.

12.

WARRANTIES

12.1	Each Party warrants to the other Party that as of the Effective Date:

12.1.1

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

12.1.2

it has taken all necessary action and has all requisite power and authority to enter into and perform this Agreement in accordance with its terms;

12.1.3

this Agreement constitutes (or shall constitute when executed) valid, legal and binding obligations upon it;

STRICTLY PRIVATE AND CONFIDENTIAL

12.1.4

its execution and delivery of this Agreement and the performance of it and compliance with its terms and provisions will not conflict with or result in a breach of, or constitute a default under, its constitutional documents, any agreement or instrument to which it is a party or by which it is bound, or any Applicable Law;

12.1.5

it owns or otherwise possesses sufficient Intellectual Property Rights in and to its Materials that are necessary for it to perform its obligations and grant the licences under this Agreement;

12.1.6

it shall obtain and retain, all third party and regulatory approvals, licences, consents and rights necessary to perform its obligations under this Agreement; and

12.1.7

it will use Commercially Reasonable Efforts to prevent the transmission to the other Party or its systems any viruses, worms, time bombs, Trojan horses or other harmful malicious code, files, scripts or agents.

13.

LIMITATION OF LIABILITY

13.1	Nothing in this Agreement shall limit or exclude each Party’s liability for:

13.1.1

death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;

13.1.2

its indemnity obligations under Clause 14;

13.1.3

breach of clause 18 (Confidentiality);

13.1.4

fraud or fraudulent misrepresentation;

13.1.5

any other matter in respect of which it would be illegal to exclude or attempt to exclude liability.

13.2	Subject to Clause 13.1, each Party shall not be liable to the other Party, whether in contract or tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:

13.2.1

loss of profits;

13.2.2

any indirect or consequential loss.

13.3	Subject to Clauses 13.1, each Party’s total liability to the other Party, whether in contract, tort, negligence, misrepresentation, breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to USD 10,000,000.

14.

INDEMNITY

14.1

Each Party (the “Indemnifying Party”) will indemnify, defend, and hold the other Party (“Indemnified Party”) and its Affiliates harmless, from and against any and all losses, expenses, costs, damages, judgments, and liabilities (including all reasonable attorneys’ fees and expenses and taxes thereon) arising out of or in connection with any claim, complaint, lawsuit, demand, cause of action, or proceeding brought by a third party claiming that the Indemnified Party’s use of the Indemnifying Party’s Materials in accordance with this Agreement infringes any Intellectual Property Rights or other proprietary rights of any other person (“Claim”).

STRICTLY PRIVATE AND CONFIDENTIAL

14.2

The Indemnified Party seeking indemnification will give prompt written notice of any applicable Claim to the Indemnifying Party; provided, however, that failure to give such notice will not relieve Indemnifying Party of any liability hereunder (except to the extent Indemnifying Party has suffered actual prejudice by such failure). The Indemnified Party shall provide reasonable assistance to defend or settle an applicable Claim at Indemnifying Party’s expense. The Parties agree that Indemnifying Party shall have primary control of the defence and settlement of such Claim provided that Indemnified Party shall have the right to participate in the defence and settlement negotiations of such Claim through its own counsel at its own expense, and provided further that Indemnifying Party shall not agree to any settlement or compromise that imposes any obligation or liability on Indemnified Party without such Party’s prior written consent.

15.

TERMINATION

15.1	Without affecting any other right or remedy available to it, either Party may terminate this Agreement (in whole or part) with immediate effect by giving written notice to the other Party if:

15.1.1

the other Party commits a material breach of this Agreement and fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;

15.1.2

the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

15.1.3

the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;

15.1.4

the other Party’s financial position deteriorates to such an extent that in the terminating Party’s reasonable opinion the other Party’s capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy; or

15.1.5

either Party experiences a Change of Control save for a Change of Control which is a solvent reorganisation, reconstruction or amalgamation or a Listing.

15.2	On termination of this Agreement for whatever reason:

15.2.1

subject to 15.2.2, the Parties shall stop using or allowing the use of any trademarks, logos, symbols, brands or other similar identifiers (whether registered or unregistered) owned by, or licensed to them by, the other Party under this Agreement. The licenses held by the Parties to use such Intellectual Property Rights under any other agreement between the Parties that is still in force shall not be affected;

15.2.2

such termination shall not affect any of the Parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination;

15.2.3

any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect; and

STRICTLY PRIVATE AND CONFIDENTIAL

15.2.4

each Party shall deal with the other Party’s Confidential Information (as defined in the MCA) in accordance with MCA referenced in clause 18.

16.

ESCALATION PROCEDURE

16.1	In relation to any dispute arising under or in connection with this Agreement the Parties shall, prior to pursuing legal proceedings, attempt to resolve the dispute between them in accordance with the procedure set out in this Clause 16 (the “Escalation Procedure”).

16.2

The Escalation Procedure may be initiated by either Party by giving written notice to the other Party. All disputes shall in the first instance be referred for resolution to the CDO for AMP and the CMO for Farfetch, or, in each case, such replacement person as may be notified to the other Party from time to time.

16.3	The Parties shall address any dispute in a timely and constructive manner that reflects the concerns and commercial interests of each Party.

16.4

If, having been referred in accordance with Clause 16.2, the dispute is not resolved within ten (10) Business Days, the Parties shall escalate the dispute for resolution to Jonathan Newhouse for AMP and the CEO for Farfetch, or, in each case, such replacement person as may be notified to the other Party from time to time.

16.5	Nothing in this Clause 3 will restrict or delay either Party’s freedom to commence or pursue legal proceedings in accordance with Clause 19.10 to preserve any legal right or remedy, including to seek equitable remedies.

17.

NOTICES.

17.1

Routine communications under this Agreement may be made by e-mail. Any legal notices under this Agreement, including without limitation notices regarding termination, breach, indemnification, or other similar non-routine matters (“Legal Notices”), shall be effective only in a physical written document in the English language, addressed as provided in Clause 17.2.

17.2	Legal Notices under this Agreement shall be sent for the attention of the person and to the address as set out below:


For Farfetch, to:

Name:		Farfetch UK Limited
For the attention of:		Elliot Jordan, Chief Financial Officer, Farfetch
Address:		The Bower, 4th Floor, 211 Old Street, London, EC1V 9NR United Kingdom

with a copy to:

Name:		Farfetch UK Limited
For the attention of:		Group Legal
Address:		The Bower, 4th Floor, 211 Old Street, London, EC1V 9NR
		United Kingdom

For AMP, to:

Name:		Condé Nast
For the attention of:		Matthew Starker
Address:		One World Trade Center, New York, NY 10007-2915

with a copy to:

Name:		Sabin, Bermant & Gould, LLP
For the attention of:		John Gigante
Address:		One World Trade Center, 44th Floor, New York, NY 10007-2915

STRICTLY PRIVATE AND CONFIDENTIAL

17.3	Each Party may notify the other Party of any change to its address or other details specified in Clause 17.2; 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.

18.

CONFIDENTIALITY

The terms and conditions of the MCA are hereby incorporated into this Agreement by reference, thereby extending the term of such MCA to run concurrent with this Agreement with respect to any Confidential Information (as defined in the MCA) exchanged by the Parties hereunder.

19.

GENERAL

19.1	Force majeure. Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.

19.2

Assignment and other dealings. Neither Party shall assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the other Party’s prior written consent, except that either Party may assign the benefit of this Agreement, in whole or in part, to, a respective Affiliate.

19.3

Entire agreement. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement or the Warrant Instrument. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement. This Agreement and the Warrant Instrument sets out the entire agreement and understanding between the Parties in respect of the subject matter of this Agreement.

19.4	Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

19.5	Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

19.5.1

waive that or any other right or remedy; or

19.5.2

prevent or restrict the further exercise of that or any other right or remedy.

19.6

Severance. Where any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, then such provision shall be deemed to be severed from this Agreement and, if possible, replaced with a lawful provision which, as closely as possible, gives effect to the intention of the Parties under this Agreement and that, where permissible, shall not affect or impair the legality, validity or enforceability in that, or any other, jurisdiction of any other provision of this Agreement.

19.7	Third party rights. No third party entity will have the right to enforce any provision of this Agreement as a third party beneficiary, including pursuant to the Contracts (Rights of Third Parties) Act 1999.

STRICTLY PRIVATE AND CONFIDENTIAL

19.8	Survival. Any provisions of this Agreement which are intended to survive termination or expiry, or which are required to give effect to such termination or on-going obligations of either Party following such termination or expiry, shall survive termination or expiry of this Agreement.

19.9	Counterparts. This Agreement may be executed in any number of counterparts which together shall constitute one agreement.

19.10

Governing law and Jurisdiction. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the laws of England. Each Party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

STRICTLY PRIVATE AND CONFIDENTIAL

SIGNATORIES

Signed on behalf of Farfetch UK Ltd:

/s/ José Neves

Date: 13 June 2017

Signed on behalf of FF.com:

/s/ José Neves

Date: 13 June 2017

STRICTLY PRIVATE AND CONFIDENTIAL

Signed on behalf of Advance Magazine Publishers Inc.:

/s/ Robert Sauerberg

Date 13 June 2017

STRICTLY PRIVATE AND CONFIDENTIAL

SCHEDULE 1

SERVICES

1.	SERVICES

1.1	Online Shopping Guides

1.1.1

Each calendar quarter starting on July 1, 2017, AMP shall create a total of six (6) online shopping guides (“Online Shopping Guides”) as follows: (a) one (1) Online Shopping Guide geared towards U.S. readership and customised for each of the “Vogue”, “GQ” and “Self” AMP Brands (the “U.S. OSGs”); and (b) one (1) Online Shopping Guide geared towards non-U.S. readership and customised for each of the “Vogue”, “GQ” and “Self” AMP Brands (the “Non-U.S. OSGs”). The content of the Online Shopping Guides will specifically link to the Farfetch Platform (or such other wholly owned and operated Farfetch website as agreed upon by the Parties).

1.1.2

At least thirty (30) days prior to the start of each calendar quarter, Farfetch will provide to the Advance Group the top performing themes and product categories based on market level trends and seasonality.

1.1.3

AMP shall use Commercially Reasonable Efforts to monitor links from the Online Shopping Guides to the Farfetch Platform and promptly fix any technical issues with such functionality.

1.1.4

AMP will publish the U.S. OSGs on www.vogue.com, www.gq.com and www.self.com.

1.1.5

The Advance Group will publish the Non-U.S. OSGs on:

Vogue

SELF

UK: http://www.vogue.co.uk/

France: http://www.vogue.fr/

Italy: http://www.vogue.it/

Germany: http://www.vogue.de/

Spain: http://www.vogue.es/

Mexico: http://www.vogue.mx/

India: http://www.vogue.in/

China: http://www.vogue.com.cn/

Taiwan:https://www.vogue.com.tw/

Japan: https://www.vogue.co.jp/

Russia: http://www.vogue.ru/

Uk: http://www.gq-magazine.co.uk/

France:http://www.gqmagazine.fr/

Italy: https://www.gqitalia.it/

Germany:http://www.gq-magazin.de/

Spain:http://www.revistagq.com/

Mexico: http://www.gq.com.mx/

India: https://www.gqindia.com/

China: http://www.gq.com.cn/

Taiwan: http://www.gq.com.tw/

Japan: https://gqjapan.jp/

Russia: http://www.gq.ru/

http://www.self.com.cn/

1.2	Promotional Posts

1.2.1

Starting July 1, 2017, the Advance Group will generate a minimum of 54 total Promotional Posts per month across Social Networks. Thirty percent (30%) of such Promotional Posts will be posted on Social Network accounts associated with the Advance Group Websites in the U.S., and the remaining seventy percent (70%) will be posted on Social Network accounts associated with the Advance Group Websites in the non-U.S. countries set out in Appendix 1 to this Schedule 1. The Advance Group will use Commercially Reasonable Efforts to divide the Promotional Posts allocated for non-U.S. countries among the Tiers set out in Appendix 1 as follows:

(a)

50% of the 70% Promotional Posts allocated to non-U.S countries for Tier 1;

STRICTLY PRIVATE AND CONFIDENTIAL

(b)

35% of the 70% Promotional Posts allocated to non-U.S countries for Tier 2; and

(c)

15% of the 70% Promotional Posts allocated to non-U.S countries for Tier 3.

The Parties agree to re-evaluate the effectiveness of this allocation on at least an annual basis

1.2.2

At least fifteen (15) days prior to the start of each calendar month, Farfetch will provide to the Advance Group the top performing themes and product categories based on market level trends and seasonality.

1.2.3

All Promotional Posts to Instagram must:

(a)

have @farfetch reference included in the copy of the post, provided such practice is not in breach of Instagram’s terms and conditions;

(b)

feature in the main feed not in the stories segment:

1.3	Promotional Inventory

Provide promotional inventory for the purpose of referring Customers to the Farfetch Platform via run-of-network display advertising on the Advance Group Websites at a rate of an average of 2,000,000 total impressions per month, provided that to the extent Farfetch has reason to believe in good faith that an Advance Group Website would bring Farfetch into disrepute, Farfetch will notify AMP of its concerns in writing and AMP shall not display such advertising on those sites notified. Notwithstanding the foregoing, Farfetch acknowledges and agrees that the Advance Group Websites existing as of the Effective Date (set forth in Appendix 1 to Schedule 1) are deemed approved.

STRICTLY PRIVATE AND CONFIDENTIAL

Appendix 1

Websites and Social Networks by Title and Country

USA Advance Group Websites


Country		AMP Brand
USA		Allure
USA		Architectural Digest
USA		Arstechnica
USA		Backchannel
USA		Bon Appetít
USA		Brides
USA		Condé Nast Traveler
USA		Epicurious
USA		Glamour
USA		Golf Digest
USA		Golfworld
USA		GQ
USA		GQStyle
USA		The New Yorker
USA		Pitchfork
USA		The Scene
USA		SELF
USA		Teen Vogue
USA		Vanity Fair
USA		Vogue
USA		W
USA		Wired

Rest of the World Advance Group Websites


China	Vogue	Tier 1
France	Vogue
UK	Vogue
China	Self
Spain	Vogue
Mexico	Vogue
Italy	Vogue
Russia	Vogue
Mexico	GQ
UK	GQ
China	GQ
Italy	Vanity Fair
Japan	Vogue

STRICTLY PRIVATE AND CONFIDENTIAL


Taiwan	Vogue
France	GQ
UK	Glamour	Tier 2
India	Vogue
Mexico	Glamour
Russia	Glamour
France	Glamour
Spain	Glamour
India	GQ
India	CN Traveller
UK	CN Traveller
Spain	Vanity Fair
Spain	GQ
Italy	Glamour
Taiwan	GQ
Russia	GQ
Russia	Tatler
UK	Tatler
Germany	Vogue
Italy	GQ
Germany	Glamour	Tier 3
France	Vanity Fair
China	CN Traveller
Spain	CN Traveller
Japan	GQ
Mexico	Vanity Fair
Japan	Vogue Girl
Germany	GQ

STRICTLY PRIVATE AND CONFIDENTIAL

SCHEDULE 2

Transaction Data consists of all data collected from the standard data fields available through the Performance Horizon Platform. As at the Effective Date, the data includes: Conversion Number, Campaign ID, Conversion Reference, Currency, Customer Reference, Voucher, Customer type (NEW / EXISTING), Country, Devise Type, Customer Repeat Visits: (Not currently available), Return, Return Date, Tax, Delivery Cost, Sale Value, Category, Sku, Value, Quantity, Product Description, Size, Colour, Gender, Designer Name, Gross Value, GBP Amount.

STRICTLY PRIVATE AND CONFIDENTIAL

SCHEDULE 3

AFFILIATE TERMS AND CONDITIONS

Farfetch Promotions

•

Affiliates must only promote offers/events/promotions communicated to them through the affiliate channel.

•

VIP Private Sale and Private Sale are invitation only events and must not be shared or advertised on any website, blog or social media account

•

Commission will not be paid if the above terms are broken

Commission

•

Farfetch operates a 30 day cookie window

•

VAT is not included in the commission payment

•

Delivery cost is not included in the commission payment

•

Commission will not be paid on orders that are cancelled or returned

De-Duplication

If the subsequent visit following a referral to Farfetch via an affiliate site is any of the sources listed below, the affiliate will not receive commission if a transaction occurs. The transaction window is set to 30 days.

Another Affiliate

Refer-a-friend code is used at check-out

Generic PPC ad (does not contain Farfetch in search ad)

Generic SEO Link

Email excluding:

Saved Items

Abandoned Basket

Welcome

Wish List

Abandoned Search

Alternative Stock

Password reset

Display excluding:

Cart Abandoners

Product Viewers

Converters

PPC

•

Publishers are not allowed to send traffic directly to the Farfetch website

•

Publishers are not allowed to display their ads when the brand name is entered as a search keyword

•

Publishers are not allowed to display their ads when misspellings of the brand name are entered as search keywords

•

Publishers are not allowed to display their ads when the brand name plus generic words are entered as search keywords

•

Publishers are not allowed to use the brand name in the display URL

•

Publishers are not allowed to use the brand name within the title and description

•

Publisher should add the brand name into the negative keywords (thus preventing publishers from appearing in brands + generic)

•

The following specific keywords should not appear in the publisher ads:

•

farfetch.com

•

www.farfetch.com

•

far-fetch

•

farfetch

Intellectual Property

Publishers will have access to Farfetch images and product feed (all, the “Farfetch Materials”) via the Performance Horizon network. Farfetch hereby grants Publisher during the term of this agreement a non-exclusive, non-transferrable licence to use and copy the Farfetch Materials solely to provide the services under this agreement (and the Performance Horizon Partner Sign Up Terms), for so long as Publisher remains an approved Farfetch Publisher within the Performance Horizon network. Any and all goodwill arising from Publisher’s use of the Farfetch Materials will inure to the benefit of Farfetch. Publisher agrees that nothing in this agreement shall give the Publisher any right, title or interest in the Farfetch Materials other than

STRICTLY PRIVATE AND CONFIDENTIAL

the right to use the same in accordance with this agreement. The Publisher acknowledges that all intellectual property rights in the Farfetch Materials belong and shall belong to Farfetch, and the Publisher shall have no rights in or to the Farfetch Materials other than the right to use it in accordance with these terms and conditions.

Terminating Affiliate Partnerships

•

Should any of the above terms and conditions be breached, Farfetch have the right to remove any publisher from the programme with immediate effect.

•

Farfetch, in its sole discretion, has the right to remove any publisher from the programme with immediate effect.

EX-10.7 12 d532260dex107.htm EX-10.7 EX-10.7

Exhibit 10.7

THIS SIDE LETTER AGREEMENT is made by way of deed on 7 July 2017

BETWEEN

(1)	ADVANCE MAGAZINE PUBLISHERS INC., a company incorporated and registered in the State of New York, USA, with Employer Identification Number 13-3479374 and an office address at 1 World Trade Center, New York, NY 10007 USA (“AMPI”);

(2)	CN COMMERCE LTD, a company incorporated in England and Wales with registered number 9175967 and having its registered office at 128 Albert Street, London, United Kingdom, NW1 7NE (“CN Commerce”);

(3)	FARFETCH UK LIMITED, a company incorporated in England and Wales with registered number 6400760 and having its registered office at The Bower, 211 Old Street, London, England, EC1V 9NR (the “Purchaser”); and

(4)	FARFETCH.COM LIMITED, a company incorporated in the Isle of Man with registered number 000657V and having its registered office at Grosvenor House 66-67 Athol Street, Douglas, Isle Of Man, IM1 1JE (“Farfetch.com”),

(each a “party” and together the “parties” to this Agreement).

WHEREAS

(A)	Pursuant to the Asset Purchase Agreement between the parties dated 12 June 2017 (the “APA”) and the associated IP Assignment Deeds, the Vendor Group assigned all rights they may have in “STYLE.COM” marks to the Purchaser.

(B)

Despite such assignment, the Vendors wish to retain the use of the email domain @style.com for a period of 45 days following Completion in order for CN Commerce to fulfil customer orders placed prior to Completion in accordance with clause 7.7 of the APA (Vendors’ sole responsibility for satisfying all customer orders in the Business) and to effect a proper and orderly wind down of the Business.

(C)	The Purchaser agrees to permit the Vendors to use the email @style.com for the purpose described in recital B in accordance with the terms of this Agreement.

(D)

Pursuant to clause 6.7 of the Letter of Intent entered into between the Purchase, Farfetch.com and AMPI (the “LOI”), the parties agreed that AMPI would enter into certain restrictive covenants for a period of 18 months following Completion (the “Non-Compete Covenant”). The Non-Compete Covenant was not included in the APA and the parties wish to amend the APA to include the Non-Compete Covenant.

IT IS AGREED THAT

1.	DEFINITIONS AND INTERPRETATION

1.1	Unless expressly defined in this Agreement, capitalised terms used in this Agreement shall have the meanings given in the APA.

1.2	In this Agreement, “Agreement” means this side letter agreement permitting the Vendors to use the email domain @style.com and amending the APA to include the Non-Compete Covenant.

1.3	In this Agreement, unless the context otherwise requires:

(a)

(b)

references to clauses are references to Clauses of this Agreement;

(c)

references to the singular shall include the plural and vice versa and references to one gender include any other gender;

(d)

references to a “party” means a party to this Agreement and includes its successors in title, personal representatives and permitted assigns;

(e)

(f)

references to a “company” includes any company, corporation or other body corporate wherever and however incorporated or established;

(g)

references to writing shall include any modes of reproducing words in a legible and non-transitory form;

(h)

(i)

words introduced by the word “other” shall not be given a restrictive meaning because they are preceded by words referring to a particular class of acts, matters or things; and

(j)

1.4	The headings and sub-headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement.

1.5	Each of the schedules to this Agreement shall form part of this Agreement.

1.6	References to this Agreement include this Agreement as amended or varied in accordance with its terms.

1.7	All indemnities, covenants, agreements and obligations given or entered into by the Vendors under this Agreement are given or entered into jointly and severally with the other Vendor.

2.	GRANT OF RIGHT TO USE EMAIL DOMAIN @STYLE.COM

2.1	The Purchaser grants the Vendors a limited right, without the right to sublicence such right, to use the email domain @style.com for a period of 45 days from 13 June 2017 (the “Permitted Use Period”) for the purpose of fulfilling customer orders placed prior to Completion in

accordance with clause 7.7 of the APA on the terms of this Agreement and to effect a proper and orderly wind down of the Business as described further in clause 2.2(a). As used in this Agreement, “@style.com email” and/or “email domain @style.com” shall mean use of the domain name style.com for and in connection with email addresses using the format [username]@style.com.

2.2	The Vendors shall use the email domain @style.com for no other purposes than the purpose set out in clause 2.1 and otherwise in accordance with this Agreement, including that:

(a)

the use shall be limited to (i) fulfilling orders which had been accepted by the Business prior to Completion and responding to customers who had placed such orders regarding those orders (which shall include in relation to any returns and any claims under any express or implied warranties or guarantees in relation thereto), and (ii) receiving and corresponding with the Vendors and their Representatives, the Purchaser Group or third parties for the purpose of effecting a proper and orderly wind down of the Business and fulfilling the Vendors’ obligations to the Purchaser under the Agreement; and

(b)

the Vendors shall not hold themselves out as being the Purchaser or part of the Purchaser Group.

2.3

During the Permitted Use Period, the Purchaser shall maintain the registration of the style.com domain and ensure that the MX records relating to the style.com DNS entry shall remain unchanged from the current settings to allow continued and uninterrupted service of @style.com email addresses. The specific MX entries that should remain unchanged are:

(a)

style.com. 300 IN MX 1 aspmx.l.google.com.

(b)

style.com. 300 IN MX 5 alt1.aspmx.l.google.com.

(c)

style.com. 300 IN MX 5 alt2.aspmx.l.google.com.

(d)

style.com. 300 IN MX 10 alt3.aspmx.l.google.com.

(e)

style.com. 300 IN MX 10 alt4.aspmx.l.google.com

3.	VENDORS OBLIGATIONS

3.1	The Vendors shall use the email domain @style.com and correspond with the relevant customers:

(a)

in accordance with applicable Laws;

(b)

in a manner so as to ensure the customers’ data is used in accordance with Data Protection Laws; and

(c)

in a manner consistent with best industry practice.

3.2

Without limiting the Vendors’ obligations under Clause 7.1 of the APA, in respect of any emails received by the Vendors to the email domain @style.com from third parties during the Permitted Use Period that are not related to the fulfilment of customer orders or the winding down of the Business, and which otherwise refer or relate to the Purchaser unless otherwise agreed in writing with the Purchaser, the Vendors shall:

(a)

promptly forward such email to the Purchaser; and

(b)

if the Purchaser requests, respond promptly to such email with standard form wording provided by the Purchaser.

3.3	The Vendors shall be responsible for and reimburse the Purchase Group for, any registration fees associated with the registration of the email domain @style.com during the Permitted Use Period for which they receive the right to use the email domain @style.com in accordance with clause 2.

4.	VENDORS INDEMNITY

4.1	Vendors shall indemnify the Purchaser Group against all Losses suffered or incurred by the Purchaser Group arising out of or in connection with the use by the Vendor Group of the email domain @style.com during the Restricted Use Period.

5.	TERMINATION

5.1	In the event Vendors breach any term of this Agreement, the Purchaser may immediately revoke, on notice to the Vendors, the Vendors’ right to the email domain @style.com granted in accordance with this Agreement.

5.2	At the end of the Permitted Use Period, the Vendors shall cease all use of the email domain @style.com and provide all reasonable assistance to transfer the email domain @style.com to the Purchaser.

6.	NON-COMPETE COVENANT

Each of the parties to this Agreement hereby agrees that with effect from the date hereof the Agreement shall be amended in accordance with the changes set forth below:

(a)

Clause 1.1 shall be amended by the insertion of the following definition after the definition of “Representatives”:

“Restricted Business” means the operation of a standalone, consumer-facing, multi-brand ecommerce website (e.g., comparable to the Business) (a) which is primarily focused on the retail sale of high-end designer fashion products, and (b) which does business in any country where the Purchaser Group is doing business as of the Completion Date. For the avoidance of doubt, and subject always to the exclusivity restrictions under clause 11 of the Collaboration Agreement, Restricted Business shall not include (i) any ecommerce operations operated as part of, or attached to, an editorial or publishing property, which ecommerce operation is primarily intended to be complementary to the core editorial business, (ii) any ecommerce operations operated as part of, or attached to, an influencer and/or celebrity branded property, provided that ecommerce products sales constitute less than a majority of the total revenues of such branded property, (iii) the sale of any products, including clothing and apparel, that carry any of the Vendor Group’s marks, or (iv) any business the Vendor Group can demonstrate it was already engaged in as of the Completion Date (except the Business);

(b)

Clause 12 shall be amended as follows:

(i)

A new Clause 12.2 shall be inserted as follows:

In order to confer upon the Purchaser the full benefit of the Assets, the Vendors undertake with the Purchaser that they shall not and shall procure that no member of the Vendor Group operating as part of, or under the control of, Condé Nast or Condé Nast International shall, at any time during the

period of eighteen (18) months beginning with the Completion Date, carry on or be employed, engaged or interested in any Restricted Business, provided, for the avoidance of doubt, that this restrictive covenant shall not (a) restrict the Vendor Group from engaging in any form of advertising or marketing campaigns, or providing any other form of service to or on behalf of, or entering into any kind of affiliate agreement (being an agreement pursuant to which the operators of two websites agree that if the first directs a person to the second person’s website through a direct link, and the person directed engages in a transaction, the second party will pay the first party a commission on that transaction) with, any person engaged in the Restricted Business; (b) restrict the Vendor Group from acquiring and continuing the operations of any business which engages in the Restricted Business; or (c) restrict any business unit within the Vendor Group from developing and operating any ecommerce initiative primarily directed at a single country or region and which is already under development or in existence as of the Completion Date, or primarily directed at the People’s Republic of China, provided such arrangement does not preclude the Vendor Group from collaborating with the Purchaser Group in the People’s Republic of China in accordance with the Collaboration Agreement.

(ii)

The existing Clauses 12.2 through 12.5 of the APA shall be renumbered as Clauses 12.3 through 12.6, respectively, and all references in the APA to such Clauses shall refer to the renumbered Clauses.

7.	GENERAL

7.1	Governing Law and Jurisdiction

(a)

This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the Laws of England and Wales.

(b)

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any Disputes, and waive any objection to proceedings before such courts on the grounds of venue or on the grounds that such proceedings have been brought in an inappropriate forum.

(c)

For the purposes of this clause, “Dispute” means any dispute, controversy, claim or difference of whatever nature arising out of, relating to, or having any connection with this Agreement, including a dispute regarding the existence, formation, validity, interpretation, performance or termination of this Agreement or the consequences of its nullity and also including any dispute relating to any non-contractual rights or obligations arising out of, relating to, or having any connection with this Agreement.

7.2	Process Agent

7.3	Waivers

No failure or delay by a party in exercising any right or remedy provided by Law under or pursuant to this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.

7.4	Assignment

(a)

Except as provided in this clause 7.4 or as the parties specifically agree in writing, 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.

(b)

The Purchaser may assign the benefit of this Agreement to which it is a party, in whole or in part, to, and it may be enforced by, any member of the Purchaser Group. Any such person to whom an assignment is made under this clause 7.4 may itself make an assignment to any member of the Purchaser Group as if it were the Purchaser under this clause 7.4.

7.5	Force Majeure

No party shall be liable for failure or delay in performing any of its obligations under or pursuant to this Agreement if such failure or delay is due to any cause whatsoever outside its reasonable control, and it shall be entitled to a reasonable extension of the time for performing such obligations as a result of such cause.

7.6	Amendment

(a)

No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.

(b)

Unless expressly agreed, no variation shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the date of variation, and the rights and obligations of the parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied.

7.7	Severability

If and to the extent that any provision of this Agreement is held to be illegal, void or unenforceable, such provision shall be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement.

7.8	Entire Agreement

This Agreement, together with the APA and the Transaction Documents, set out the entire agreement and understanding between the parties in respect of the subject matter of this Agreement. It is agreed that:

(a)

neither party has entered into this Agreement in reliance upon any representation, warranty or undertaking of the other party which is not expressly set out in this Agreement or in the Transaction Documents;

(b)

neither party shall have any remedy in respect of misrepresentation or untrue statement made by the other party which is not contained in this Agreement or the Transaction Documents;

(c)

this clause shall not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.

7.9	Counterparts

This Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which is an original but all of which together constitute one and the same instrument.

7.10	No Third Party Rights

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

This Agreement has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.


The Vendors

Executed and delivered as a deed on behalf of Advance Magazine Publishers Inc., a company incorporated in New York, by Robert A. Sauerberg, Jr. being a person who, in accordance with the laws of that territory, is acting under the authority of the company		/s/ Robert A. Sauerberg
		Authorised signatory

Executed and delivered as a deed by CN Commerce Ltd. acting by Robert A. Sauerberg, Jr., a director, in the presence of:	)	/s/ Robert A. Sauerberg
		Director

Witness Name	)	Kathleen Druzjowski

Witness Address	)	## ###### #####, #######

Witness Occupation	)	Executive Assistant

Witness Signature	)	/s/ Kathleen Druzjowski

[Signature page to side letter agreement]


The Purchaser

Executed and delivered as a deed by
Farfetch UK Limited acting by José Neves, a director, in the presence of :	)	/s/ José Neves
		Director

Witness Name	)	Mariam Osmani

Witness Address	)	c/o Farfetch, The Bower, Old St. London

Witness Occupation	)	PA

Witness Signature	)	/s/ Mariam Osmani

Farfetch.com

Executed and delivered as a deed by
Farfetch.com Limited acting by José Neves, a director	)	/s/ José Neves Director

[Signature page to side letter agreement]

EX-10.8 13 d532260dex108.htm EX-10.8 EX-10.8

Exhibit 10.8


DATED		31 October		2017

SALE AND PURCHASE AGREEMENT

relating to

the issued share capital of

FASHION CONCIERGE UK LIMITED

LOGO

5 New Street Square | London EC4A 3TW

Tel +44 (0)20 7300 7000

Fax +44 (0)20 7300 7100

DX 41 London

www.taylorwessing.com

Index


Clause No.	Page No.
1. Definitions and interpretation		1
2. Sale and purchase		10
3. Consideration		10
4. Warranties and indemnity		11
5. Limitations		12
6. Completion		15
7. Post-Completion		17
8. Non-competition		18
9. Confidentiality		19
10. Notices and other communications		20
11. Third party rights		21
12. Assignment		22
13. Entire agreement		22
14. Miscellaneous		22
15. Governing law		23
16. Jurisdiction		23
SCHEDULE 1		24
Details of the Company and the Subsidiary		24
SCHEDULE 2		26
Intellectual Property		26
Part F Proprietary Software		27
SCHEDULE 3		29
Intellectual Property Agreements		29
SCHEDULE 4		34
The Computer Systems and Computer Contracts		34
SCHEDULE 5		35
Warranties		35
SCHEDULE 6		62
Permitted Leakage		62

THIS AGREEMENT is made the 31 day of October 2017

BETWEEN

(1)	ASAP54.COM LIMITED a company incorporated in the Isle of Man (company number 009287V) whose registered office is at Grosvenor House, 66-67 Athol Street, Douglas, IM1 1JE, Isle of Man (the “Seller”);

(2)	DANIELA CECILIO of ####, ####, ######; and

(3)	FARFETCH UK LIMITED (company number 06400760) whose registered office is at The Bower, 211 Old Street, London EC1V 9NR (the “Buyer”).

INTRODUCTION

The Seller has agreed to sell and the Buyer has agreed to buy all of the issued share capital of Fashion Concierge UK Limited which is a private company limited by shares incorporated in England and Wales, further details of which are set out in schedule 1.

AGREED TERMS

1.	Definitions and interpretation

1.1

Definitions

In this agreement:

“ACAS Code of Practice” means a code of practice issued under Part IV of the Trade Union and Labour Relations (Consolidation) Act 1992 which relates exclusively or primarily to the resolution of disputes;

“Advisers” in relation to a person means professional advisers advising that person, including (unless the context requires otherwise) partners or members in or directors of (as the case may be) such advisers and employees of such advisers;

“Applicable Law” means any:

(a)

law (including common law, bye-law or other binding law), statute, subordinate legislation, regulation, code, ordinance, rule, judgment, order, decree or directive, decision or injunction;

(b)

determination by or requirement of any Competent Authority; or

(c)

interpretation or administration of any of the foregoing by any Competent Authority,

in each case, to the extent applicable to the parties, or any Group Company, or any of them;

“Approval” means an approval, permit, authority, consent or licence;

“Associate” means in relation to a person:

(a)

a person who is his associate and the question of whether a person is an associate of another shall be determined in accordance with section 435 of the Insolvency Act 1986; and (whether or not an associate as so defined);

(b)

any Group Member of that person;

“Associated Person” means, in relation to a company, a person (including an Employee, agent or subsidiary undertaking) who performs or has performed services for or on behalf of that company;

“Business Day” means a day other than a Saturday, Sunday or public holiday in England;

“Buyer’s Solicitors” means Taylor Wessing LLP of 5 New Street Square, London EC4A 3TW;

“Claim” means a claim, action, proceeding or demand under this agreement for a breach of any Warranty;

“Companies Act” means the Companies Act 2006;

“Company” means Fashion Concierge UK Limited, details of which are set out in part A of schedule 1;

“Competent Authority” means any national, state or local governmental authority, any governmental, quasi-governmental, judicial, regulatory, public or administrative agency, authority or body, any court of competent jurisdiction, any Recognised Investment Exchange, the Panel on Takeovers and Mergers, and any local, national, international, federal, European Union or other supranational agency, inspectorate, minister, ministry, official or public or statutory person (whether autonomous or not) acting within their powers and having jurisdiction over this agreement, the parties, any Group Company or any of them;

“Completion” means completion of the sale and purchase of the Sale Shares in accordance with the parties’ obligations under clause 6;

“Completion Date” means the date for Completion specified in clause 6.1;

“Computer Contracts” means all agreements, contracts, permissions, undertakings, arrangements and understandings (whether written or oral) under which any third party (including the Seller or any of its Group Members (other than any Group Company) and any source code deposit agent) provides any element of, or services relating to, the Computer Systems, including leasing, hire purchase, licensing, hosting, support, maintenance, disaster recovery and other services;

“Computer Systems” means all computer hardware (including virtual hardware), software (including source code and object code), firmware, databases, data sets, websites, mobile applications, cloud-based computing services (including software-as-a-service, platform-as-a-service and infrastructure-as-a-service), network and communications equipment and services, computer peripherals and/or accessories, all updates and upgrades to any of the foregoing, all data stored in or processed by any of the foregoing, and all technical and operational manuals, guides and other documentation associated with any of the foregoing, that are owned, used, leased or licensed by or to any Group Company;

“Confidential Information” has the meaning given in clause 9;

“Consideration” has the meaning given to it in clause 3.1;

“Consultant” means a consultant, independent contractor or other individual engaged by any Group Company under a contract for service not being an Employee;

“Contributor” means a person who has contributed and/or is contributing to the development of any Intellectual Property;

“CTA 2009” means the Corporation Tax Act 2009;

“CTA 2010” means the Corporation Tax Act 2010;

“Customer” means a customer or client of a Group Company with whom any Group Company has dealt in connection with the Prohibited Business at any time during the 12 month period ending on the Completion Date;

“Cyber Security Laws” means all Applicable Laws concerning or otherwise relating to cyber, network and/or information security applicable to the Company’s business;

“Data Protection Laws” means the Data Protection Act 1998, the EU Data Protection Directive 95/46/EC, the Privacy and Electronic Communications Directive 2002/58/EC (as amended), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 and all Applicable Laws relating to processing of personal data, including where applicable the guidance and codes issued by the Information Commissioner or other appropriate supervisory authority;

“Development Contracts” has the meaning given in paragraph (c) of the definition of Intellectual Property Agreements;

“Director” means a director of a Group Company;

“Disclosed” means fairly disclosed to the Buyer in the Disclosure Letter with sufficient explanation and detail to enable a reasonable assessment of the nature and scope of the matter disclosed;

“Disclosure Letter” means the letter of the same date as this agreement from the Seller to the Buyer executed and delivered immediately before the signing of this agreement;

“Employee” means an employee, contract worker, part-time employee, temporary employee or home worker of a Group Company;

“Encumbrance” includes a mortgage, charge, lien, pledge, right of pre-emption, option, covenant, restriction, lease, trust, order, decree, title defect or any other security interest or conflicting claim of ownership or right to use or any other third party right;

“Exchange Shares” means 45,000 ordinary shares of £0.10 each in Farfetch.com Limited;

“Group Companies” means the Company and the Subsidiary and “Group Company” means any of them;

“Group Intellectual Property” means all Intellectual Property owned and/or used by any Group Company;

“Group Member” means at any relevant time, in relation to any undertaking, a “group undertaking” (as defined in section 1161 of the Companies Act) of that undertaking and “Member of its Group”, in relation to any undertaking, means any group undertaking as so defined of that undertaking;

“HMRC” means HM Revenue & Customs;

“Indebtedness” means all indebtedness owing by any Group Company other than:

(a)

normal trading debts to suppliers;

(b)

finance lease indebtedness; and

(c)

any liability to Taxation;

“Insolvency Event” in relation to a person, means any of the following:

(a)

that person ceasing or threatening to cease to carry on business or being deemed to be unable to pay its debts within the meaning of section 123 Insolvency Act 1986 (provided that, for the purposes of this agreement, the reference to £750 in section 123(1) of that Act shall be construed as a reference to £10,000) or admitting that it is unable to pay its debts as they fall due;

(b)

that person giving notice to any of its creditors that it has suspended or is about to suspend payment of any of its debts or commencing negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;

(c)

a meeting of that person’s creditors being convened or held;

(d)

an arrangement or composition with or for the benefit of its creditors (including a voluntary arrangement as defined in the Insolvency Act 1986) being entered into or proposed by or in relation to that person;

(e)

a moratorium coming into force in respect of that person in accordance with paragraph 8.1 of Schedule A1 to the Insolvency Act 1986 or that person applying to the court for an interim order under section 253 of the Insolvency Act 1986;

(f)

a receiver, administrative receiver taking possession of or being appointed over or a mortgagee, chargee or other encumbrancer taking possession of the whole or any part of the assets of that person;

(g)

any distress, execution or other process being levied or enforced (and not being discharged within seven days) on any asset of that person;

(h)

that person or its directors or the holder of a qualifying floating charge (as defined in Schedule B1 to the Insolvency Act 1986) giving notice of his, their or its intention to appoint an administrator in accordance with paragraphs 18 or 26 of Schedule B1 to the Insolvency Act 1986;

(i)

that person or its directors or any of its creditors or the holder of a qualifying floating charge (as defined in Schedule B1 to the Insolvency Act 1986) making an application to the court for the appointment of an administrator;

(j)

an administrator being appointed of that person under paragraphs 14 or 22 of Schedule B1 to the Insolvency Act 1986 or otherwise;

(k)

a petition being presented (and not being discharged within 14 days) or a resolution being passed or an order being made for the administration or the winding-up, bankruptcy or dissolution of that person or that person being struck off the register of companies; or

(l)

the happening in relation to that person of an event analogous to any of the above in any jurisdiction;

“Intellectual Property” means patents, utility models, petty patents, supplementary protection certificates, trade and service marks, design rights, trade names, service names, business names, copyrights, rights in the nature of copyright, moral rights, database rights, domain names, rights in know-how, trade secrets and confidential information, rights protecting reputation and goodwill, rights in preventing unfair competition and all other intellectual property rights and analogous rights as may exist anywhere in the world for the full term of the rights concerned together with all reversions, revivals, extensions and renewals of such rights (whether registered or not); all registrations and pending registrations relating to any such rights, the benefit of any pending applications for any such registrations and the right to apply for registrations of such rights; and all rights of action, powers or benefits belonging or accrued in relation to such rights (including the right to sue for and recover damages for past infringements);

“Intellectual Property Agreements” means all agreements, contracts, permissions, undertakings, arrangements and understandings (whether written or oral) which relate to any of the Group Intellectual Property, including:

(a)

those pursuant to which any Group Company is permitted to use any Intellectual Property (“Licences-ln”);

(b)

those pursuant to which any Group Company permits a third party to use any Intellectual Property (“Licences-Out”);

(c)

those pursuant to which any Proprietary Software has been developed and to which any Group Company is a party (“Development Contracts”); and

(d)

all confidentiality and non-disclosure agreements to which any Group Company is a party or beneficiary;

“Leakage” means any:

(a)

transfer of value (including dividends, distributions of profits or assets, returns of capital, loans, gifts, acquisitions or disposals of assets) declared, paid or made by any Group Company to or for the benefit of any Warrantor or any Associate of any Warrantor;

(b)

transaction, agreement or arrangement entered into by any Group Company with any Warrantor or any Associate of any Warrantor which benefits that Warrantor or Associate (in each case, other than on arms’ length commercial terms);

(c)

payment (including management fees and payments in respect of interest) made or incurred by or on behalf of any Group Company to or for the benefit of any Warrantor or any Associate of any Warrantor;

(d)

amount or obligation owed to any Group Company by any Warrantor or any Associate of any Warrantor waived or forgiven (whether conditionally or otherwise) in circumstances where such Warrantor or Associate has not failed to pay or fulfil when due any such amount or obligation;

(e)

asset, right or other benefit:

(i)

transferred by any Group Company to any Warrantor or any Associate of any Warrantor for less than fair market value;

(ii)

acquired by any Group Company from any Warrantor or any Associate of any Warrantor for more than its market value or other than on arm’s length terms;

(f)

liability assumed, indemnified or incurred, or any indemnity or guarantee given in respect of any such liability, by any Group Company for the benefit of any Warrantor or any Associate of any Warrantor;

(g)

Encumbrance over an asset of any Group Company in favour or for the benefit of any Warrantor, any Associate of any Warrantor or any of their respective creditors;

(h)

consultancy, management, advisory, monitoring, shareholder or director charge, fee or other compensation (or any payment of a similar nature):

(i)

levied by any Warrantor or any Associate of any Warrantor against any Group Company; or

(ii)

paid or made by any Group Company to or for the benefit of any Warrantor or any Associate of any Warrantor;

(i)

share, loan stock or other security allotted or issued to or for the benefit of any Warrantor or any Associate of any Warrantor or redeemed, purchased or repaid by any Group Company for the benefit of any Seller or any Associate of any Warrantor;

(j)

payment made by any Group Company to any Warrantor or any Associate of any Warrantor in respect of any share, loan stock or other security of any Group Company being allotted, issued, redeemed, purchased or repaid, or any other return of capital;

(k)

Transaction Cost paid or incurred by or on behalf of any Group Company;

(l)

agreement, arrangement or commitment by or on behalf of any Group Company or any Warrantor or any Associate of any Warrantor to do any of the things referred to in (a) to (k) (inclusive) above; and

(m)

amount in respect of Tax incurred by any Group Company as a result of any of the matters referred to in (a) to (I) (inclusive),

but does not include any Permitted Leakage;

“Leakage Amount” means an amount in cash equal to the cash amount or equivalent value of the relevant Leakage;

“Licences-ln” has the meaning given to it in paragraph (a) of the definition of Intellectual Property Agreements;

“Licences-Out” has the meaning given to it in paragraph (b) of the definition of Intellectual Property Agreements;

“Locked Box Accounts” means the accounts in agreed form of the Group Companies, comprising a balance sheet as at the Locked Box Date and profit and loss account for the period which commenced on 18 October 2016 and which ended on the Locked Box Date;

“Locked Box Date” means 30 September 2017;

“Loss” means any loss, damage, liability, fine, penalty or charge, including any evidenced costs of recovery reasonably incurred in connection with the same;

“Management Accounts” means the management accounts (including, where relevant consolidated management accounts) of the Group Companies comprising the unaudited statements of financial position as at the Management Accounts Date and the unaudited income statements and statements of cash flows for the period commencing on 18 October 2016 and ending on the Management Accounts Date;

“Management Accounts Date” means 30 September 2017;

“Material Contract” means any agreement or arrangement which has involved or is reasonably likely to involve the expenditure or receipt by the Group Companies of £10,000 or more;

“Open Source Code” means any software code that is distributed as “free software” or “open source software” or is otherwise distributed publicly in source code form under terms that permit modification and redistribution of such software. Open Source Code includes software code that is licensed under the GNU General Public License, GNU Lesser General Public License, Mozilla License, Common Public License, Apache License, BSD License, Artistic License, Sun Community Source License, Sun Industry Standards Licence, Netscape Public License, Eclipse Public License or other similar licences (whether or not approved by the Open Source Initiative);

“Owned Intellectual Property” has the meaning given in Warranty 5.1(a) of schedule 5;

“Permitted Leakage” means any payment or matter set out in schedule 7;

“Personal Data” has the same meaning as the term “personal data” under the Data Protection Laws;

“Prohibited Area” means those countries in which the Group Companies have conducted the Prohibited Business to a material extent at any point in the six months prior to Completion, including but not limited to, the United Kingdom, Portugal, Georgia, Hong Kong, Macau and the United States of America;

“Prohibited Business” means the business of developing or providing software, consultancy, operational know-how and services relating to the business of personal shopping and sourcing of luxury fashion goods, but limited to the services marketed, sold, produced or developed by a Group Company during the 12 month period ending on the Completion Date;

“Proprietary Software” means all software (including source code and object code, and in all releases and versions) that has been developed (or is under development) by or on behalf of any Group Company or in connection with the business of any Group Company, or which constitutes or forms part of any Service, together with all Supporting Documentation;

“Recognised Investment Exchange” has the meaning given in section 285 of the Financial Services and Markets Act 2000, such exchanges including at the date of this agreement London Stock Exchange plc (including, without limitation, in its capacity as operator and regulator of the AIM market);

“Sale Shares” means the 344,904 issued ordinary share of £1.00 in the Company referred to in schedule 1;

“Seller’s Associate” means an Associate of the Seller other than a Group Company;

“Seller’s Solicitors” means JAG Shaw Baker of Berners House, 47-48 Berners Street, London, W1T 3NF;

“Service” means a service provided by or on behalf of a Group Company;

“Subsidiary” means Fashion Concierge LDA, details of which are set out in part B of schedule 1;

“Supporting Documentation” means all documentation, recorded information and data (whether in electronic form or recorded on paper or other physical media) relating to the Proprietary Software (including know-how relating to the Proprietary Software) including notebooks, written specifications, technical and operational manuals and guides, source code commentary, flowcharts, technical design documents and diagrams;

“Tax” or “Taxation” means any form of tax, levy, impost, duty, charge, social security contribution, deduction or withholding, or governmental charge (national or local), whenever imposed, whether of the United Kingdom or elsewhere, collected or assessed by, or payable to, a Tax Authority or any other person as a result of any enactment relating to tax, together with all related fines, penalties, interest, validly evidenced and reasonably incurred costs, charges and surcharges any liability to make a payment by way of reimbursement, recharge, indemnity, damages or management charge connected in any way with any tax;

“Tax Authority” means any government, state or municipality or any local, state, federal or other fiscal, revenue, customs or excise authority, body or official in the United Kingdom or elsewhere with the responsibility for or competence to impose, collect or administer, any form of Taxation;

“Transaction Cost” means any cost or expense relating to the transaction(s) contemplated by the Transaction Documents (including any advisers’ fees or other payment payable upon or in connection with the sale of the Sale Shares);

“Transaction Document” means any of this agreement, the Disclosure Letter and any other document entered into on the date of this agreement in connection with it;

“VAT” means Value Added Tax chargeable under the VATA 1994 or under any legislation replacing it or under any legislation which the VATA replaced and further means Value Added Tax at the rate in force when the relevant supply is made and any tax of a similar nature in any jurisdiction which is introduced in substitution for or as an addition to such tax from time to time and any penalties or fines in relation to them;

“VATA 1994” means the Value Added Tax Act 1994;

“Warranties” means the warranties set out in schedule 5 and “Warranty” means any one of them; and

“Warrantors” means the Seller and Daniela Cecilio.

1.2	Interpretation

In this agreement:

(a)

reference to:

(i)

any statute or statutory provision includes a reference:

(A)

to that statute or statutory provision as from time to time consolidated, modified, re-enacted (with or without modification) or replaced by any statute or statutory provision; and

(B)

any subordinate legislation made under the relevant statutory provision,

except to the extent that the effect of referring to any such consolidation, modification or re-enactment coming into force after the date of this agreement would be to increase or extend the liability of a party under this agreement;

(ii)

the singular includes the plural and vice versa and any gender includes other genders;

(iii)

the “introduction” or to a “clause” or “schedule” is a reference to the Introduction or the relevant clause or schedule of or to this agreement;

(iv)

a person includes all forms of legal entity including an individual, company, body corporate (wherever incorporated or carrying on business), unincorporated association, governmental entity and a partnership and, in relation to a party who is an individual, his legal personal representative(s);

(v)

a document “in agreed form” is to a document in the form agreed by and initialled by or on behalf of each party for the purposes of identification;

(vi)

a party or the parties means a party or the parties to this agreement and includes his successors and permitted assigns and for this purpose “permitted assigns” includes:

•

in relation to a right of a party—any person to whom that right may have been assigned except to the extent that the assignment of that right would be in breach of the provisions of this or any other agreement or deed or prohibited by law; and

•

in relation to an obligation of a party—any person to whom that obligation may have been assigned with the written agreement of the party to whom the obligation is owed,

provided that notwithstanding any succession, assignment or transfer, no party shall be relieved from any obligation arising under this agreement except:

•

by operation of law;

•

as expressly provided in this agreement; or

•

with the written agreement of the party to whom the obligation is owed;

(vii)

“writing” and “written” includes typing, printing, lithography, photography and other modes of representing or reproducing words in a legible and non-transitory form; and

(viii)

“this agreement” includes this agreement as amended or supplemented from time to time;

(b)

the words “include”, “including” and “in particular” are to be construed as being by way of illustration or emphasis only and are not to be construed so as to limit the generality of any words preceding them;

(c)

the words “other” and “otherwise” are not to be construed as being limited by any words preceding them;

(d)

the word “property” includes choses in action and other intangible property;

(e)

the table of contents and the headings to clauses and schedules are to be ignored in construing this agreement;

(f)

the words “subsidiary undertaking” have the meaning given to them in section 1162 of the Companies Act;

(g)

if a period of time is specified and dates from a given day or the day of an act or event, it shall (unless otherwise stated in clause 10) be calculated excluding that day and a reference to a time of day is unless otherwise specifically stated a reference to the time in England;

(h)

if a party must do something on a given day (other than service of a communication in accordance with clause 10), they must do it by 5:30 p.m. on that day (unless this agreement expressly states otherwise). If they do the thing after 5:30 p.m. on a day, they are treated as not having done it until the next Business Day; and

(i)

a reference to any English legal term for any action, remedy, procedure, judicial proceeding, legal document, legal status, or legal concept is, in respect of any jurisdiction other than England and Wales, deemed to include what most nearly approximates in that jurisdiction to the English legal term.

1.3	The schedules form part of this agreement as if set out in full in this agreement and a reference to “this agreement” includes a reference to the schedules.

2.	Sale and purchase

2.1	The Seller shall sell with full title guarantee and free from all Encumbrances the Sale Shares and the Buyer shall buy the Sale Share.

2.2	The Sale Shares shall be sold with all rights to dividends and other distributions declared after Completion in respect of the Sale Shares and all other rights and advantages belonging to or accruing on the Sale Shares on or after Completion.

3.	Consideration

3.1	The total consideration for the sale of the Sale Shares shall be the issue of the Exchange Shares to the Seller at Completion in accordance with clause 6.4, credited as fully paid (the “Consideration”).

3.2

The Exchange Shares shall rank pari passu in all respects with the existing ordinary shares of £0.10 each in the capital of Farfetch.com Limited and any dividend declared or paid by reference to a record date falling on or after the date of their registration in the register of members of Farfetch.com Limited shall rank as if they had been issued fully paid on the beginning of the period in respect of which such dividend is paid.

3.3	Each party agrees to provide all information and assistance reasonably requested by any other party or its solicitors to enable the party making the request or its solicitors to comply with the Money Laundering Regulations 2007.

4.	Warranties and indemnity

4.1	The Warrantors jointly and severally warrant to the Buyer, in the knowledge that the Buyer is entering into this agreement in reliance on the accuracy of the Warranties, that the Warranties are true and accurate.

4.2	Each Warranty shall be construed as an independent warranty and (except as otherwise provided in clause 5) shall not be limited by reference to or inference from any other term of any Transaction Document or any other Warranty.

4.3	Payments made by the Seller to the Buyer in connection with this agreement shall so far as possible be treated by the parties as a reduction in the consideration for the Sale Shares.

4.4

Where a Warranty is qualified by the expression “so far as the Warrantors are aware” or a similar expression, the Warrantors shall be deemed to have the awareness of such matters as is known to Daniela Cecilio together with such additional awareness as the Warrantors would have if they diligent and careful enquiry of Silvia Carvalho and Antero Salgado.

4.5

The Seller undertakes to the Warrantors and to each Group Company that it will unconditionally and irrevocably waive any right which it may have and not make any Claim in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied by a Group Company or its officers, Employees, Consultants or Advisers in connection with the entering into of this agreement, the giving of the Warranties and the preparation of the Disclosure Letter.

4.6	The Warrantors shall indemnify the Buyer against and shall pay to the Buyer an amount equal to the amount which if paid to the Company or any relevant Group Company would indemnify the Company or that Group Company against all Losses arising in respect of:

(a)

any claim against a Group Company or the Buyer by any broker, finder, financial adviser or other person retained by the Seller or a Group Company in connection with the transactions effected by this agreement;

(b)

any claim for breach of the Warranties set out in part 10 (Tax) of schedule 6; or

(c)

any claim, action, proceeding or demand made against the Buyer and/or the Company that the Buyer and/or the Company are breaching a third party’s Intellectual Property rights by using Intellectual Property that is or was owned byASAP54.COM Limited (the UK entity with company number 08411914).

4.7

All sums payable by the Warrantors under this agreement shall be paid free of all deductions or withholdings unless the deduction or withholding is required by law, in which event the Warrantors shall pay such additional amount as shall be required to ensure that the net amount received by the Buyer will equal the sum which would have been received by it had no deduction or withholding been required to be made.

4.8

If a payment made by the Warrantors in respect of any breach of, or indemnity contained in, this agreement will be or has been subject to Taxation in the hands of the Buyer, the Buyer may demand from the Warrantors such sum (after taking into account any Taxation payable in respect of it) as will ensure that the Buyer receives and retains a net sum equal to the sum which it would have received had the payment not been subject to Taxation. The Warrantors shall pay any sum demanded under this clause 4.8 within two Business Days of the demand.

4.9	The Warrantors jointly and severally warrant to the Buyer that there has been no Leakage in the period from (and including) the Locked Box Date up to (and including) the date of this agreement.

4.10

In the event of any breach of clause 4.9, the Warrantors shall on demand by the Buyer (or as the Buyer may direct) pay to the Buyer (for itself and as trustee for its Group Members) or to such Group Company as the Buyer may direct, on a “pound-for-pound” and after Tax basis (or as the case may be on the same basis in the currency received):

(a)

the Leakage Amount; and

(b)

all validly evidenced costs and expenses reasonably incurred in enforcing the Buyer’s rights against the Warrantors under this clause 4.10.

4.11	Each Warrantor shall notify the Buyer in writing as soon as practicable upon becoming aware that any Leakage has occurred or is likely to occur in the period from (and including) the Locked Box Date to (and including) the Completion Date.

4.12	Neither Warrantor shall be liable to make a payment under clause 4.10 unless the Buyer has notified the Warrantors in writing of the Claim stating in reasonable detail the nature of the breach and, if practicable, the amount claimed, on or before either the date falling six months after Completion.

5.	Limitations

Limitations not to apply

5.1	Unless otherwise specified, the limitations set out in this clause 5 shall not apply to a Claim under this agreement against the Warrantors:

(a)

which is (or the delay in discovery of which is) the consequence of fraud, or dishonesty on the part of either Warrantor or its or their agents or Advisers; or

(b)

which is the result of a breach of a Warranty in part 1 of schedule 5; or

(c)

made under clause 4.10.

Time limits

5.2

Subject to clause 5.13, the rights of the Buyer in respect of any Claim for breach of a Warranty (other than a Warranty in part 10 (Tax) of schedule 5) shall only be enforceable if the Buyer gives written notice to the Warrantors (giving a reasonable summary (based on such information as is reasonably available to it at that time) of the matters which it considers constitute such potential liability and, so far as is practicable, its non-binding good faith estimate of the likely amount of the claim (excluding costs and expenses)) on or before the date that is eighteen months after Completion.

5.3

Subject to clause 5.13, the rights of the Buyer in respect of any Claim for breach of a Warranty in part 10 (Tax) of schedule 5 shall only be enforceable if the Buyer gives written notice to the Warrantors (giving a reasonable summary (based on such information as is reasonably available to it at that time) of the matters which it considers constitute such potential liability and, so far as is practicable, its non-binding good faith estimate of the likely amount of the claim (excluding costs and expenses)) on or before the fourth anniversary of Completion.

5.4

The Warrantors shall have no liability in respect of any Claim notified to them by the Buyer under clauses 5.2 or 5.3 if legal proceedings in respect of such Claim shall not have been commenced (by being both issued and served on the Warrantors) within nine months of the service of such notice upon the Warrantors provided that this nine-month time limit shall not start to run in relation to a contingent or unquantifiable claim until such claim has become an actual liability and is capable of being quantified by the Buyer.

Threshold

5.5	The Buyer shall not be entitled to recover in respect of a breach of Warranty where the liability resulting from the breach is less than US$10,000, and any such liability of less than US$10,000 shall be disregarded in computing the figure of US$40,000 referred to in clause 5.6.

5.6	The Warrantors shall not be liable in respect of any Claim under the Warranties unless the total cumulative liability of the Warrantors in respect of all such Claims exceeds US$40,000 (in which event the Warrantors shall be liable for the whole of such liability and not merely for the excess).

Maximum Claims

5.7

Where there have been breaches of the Warranties, then (subject to clause 5.1) the Buyer shall not be entitled to recover under the Warranties in respect of such breaches or Claims more than US$2,178,000 in total (inclusive of all validly evidenced legal, professional and other costs and expenses reasonably incurred by the Buyer or any Group Company in connection with such breaches or Claims).

5.8

Any liability of the Seller in respect of any Claim or pursuant to clauses 4.6 or 4.10 shall first be settled (in whole or in part) by the transfer to the Buyer (or as it may direct) of Exchange Shares held by the Seller, whereby the number of Exchange Shares to be transferred shall be calculated by dividing the value of the claim (in US$) by US$48.40. The transfer of the adequate number of Exchange Shares in respect of a claim (or, where Exchange Shares are transferred in partial settlement, the adequate number of Exchange Shares together with the adequate cash payment) to the Buyer by the Seller shall fully and finally discharge the Seller from any liability in respect of the relevant claim. The Buyer shall only be entitled to recover any sum due from the Seller in respect of any claim in cash to the extent that either the number of Exchange Shares held by the Seller is insufficient to satisfy the claim in question (calculated on the basis set out above) and/or the Seller fails to transfer the number of Exchange Shares required to satisfy the relevant claim. For the avoidance of doubt, if the Buyer directs that the transfer of Exchange Shares in settlement of any claim be made to any person other than it, the transfer of such Exchange Shares to such person shall, to the extent of the value of the Exchange Shares so transferred, satisfy the Seller’s obligation to compensate the Buyer in respect of such claim as if such Exchange Shares had been transferred directly to the Buyer.

5.9

The liability of Daniela Cecilio in respect of any Claim or pursuant to clauses 4.6 or 4.10 shall be limited to £249,492. Subject always to clause 5.7 and to the first sentence of this clause 5.9, the Buyer shall not be entitled to recover any sum from Daniela Cecilio in respect of any breach of the Warranties or pursuant to clauses 4.6 or 4.10 unless it has not been compensated in full in respect of that claim by the Seller. In the event that the Buyer is entitled to recover any sum from Daniela Cecilio pursuant to the foregoing, such liability shall first be settled (in whole or in part) by the transfer to the Buyer (or as it may direct) of Exchange Shares held by Daniela Cecilio, whereby the

number of Exchange Shares to be transferred shall be calculated by dividing the value of the claim (in US$) by US$48.40. For the avoidance of doubt, if the Buyer directs that the transfer of Exchange Shares in settlement of any claim be made to any person other than it, the transfer of such Exchange Shares to such person shall, to the extent of the value of the Exchange Shares so transferred, satisfy Daniela Cecilio’s obligation to compensate the Buyer in respect of such claim as if such Exchange Shares had been transferred directly to the Buyer.

5.10

The Seller and Daniela Cecilio each hereby irrevocably appoint the Buyer as their attorney to execute on their behalf any instrument of transfer of shares (or equivalent document) required to effect any transfer of Exchange Shares pursuant to clauses 5.8 and 5.9 in circumstances where the Seller and/or Daniela Cecilio has not entered into any such transfer of Exchange Shares within 20 Business Days after the claim giving rise to an obligation to transfer Exchange Shares pursuant to clause 5.8 or 5.9 being Finally Determined.

5.11	A claim shall be regarded as “Finally Determined” for the purposes of clause 5.10 if and to the extent that:

(a)

the Seller or Daniela Cecilio (as the case may be) and the Buyer agree in writing that it is settled or withdrawn; or

(b)

a court of competent jurisdiction has awarded judgment in respect of the claim in respect of which no right of appeal exists or in respect of which any right to appeal has expired; or

(c)

the claim has been withdrawn by the Buyer or has otherwise been struck out, discontinued, dismissed or lapsed and in respect of which no right of appeal exists or in respect of which any right to appeal has expired.

Double Claims

5.12	The Buyer shall not be entitled to recover from the Warrantors under the Warranties, or pursuant to clause 4.10, or otherwise, more than once in respect of the same damage suffered.

Contingent liabilities

5.13

The time limits in clauses 5.2 and 5.3 shall not limit any Claim in respect of a liability which is contingent or unascertained where written notice of the Claim (giving so far as practicable the amount and details of the Claim) is given to the Warrantors before the expiry of the relevant periods specified in those clauses.

Disclosure Letter

5.14	The Warrantors shall be under no liability under the Warranties in respect of any matter to the extent that the matter or circumstance giving rise to such liability was Disclosed.

Common law duty to mitigate

5.15	For the avoidance of doubt, nothing in this agreement shall affect or limit the Buyer’s common law obligation to mitigate its losses.

Recovery from third parties

5.16

If an amount is paid to the Buyer by the Warrantors or any of them in respect of any Claim or pursuant to clause 4.10 (the “Paid Amount”) and the Buyer or the Company subsequently recovers from a third party any amount that directly relates to the subject matter of such Paid Amount, the Buyer shall pay the relevant Warrantor(s) the lower of:

(a)

the amount recovered from such third party in respect of any matter or circumstance giving rise to the Paid Amount in question; and

(b)

the Paid Amount,

less in either case the Buyer’s validly evidenced and reasonably costs incurred in securing the payment of the Paid Amount.

Change in law or practice

5.17	The Warrantors shall have no liability in respect of any Claim to the extent that:

(a)

the Claim in question would not have arisen but for, or is increased by the passing of or any change in, after the date of this agreement any law, rule, regulation or published administrative practice of any government, governmental department, agency or regulatory body including (without prejudice to the generality of the foregoing) any increase in the rates of Tax or any imposition of Tax or any withdrawal of relief from Tax not actually (or prospectively) in effect at the date of this agreement;

(b)

the Claim in question would not have arisen but for, or is increased by any change in accounting or Tax policy, bases or practice of the Buyer or any Group Member of the Buyer introduced or having effect after the date of this agreement except where such change was necessary in order to comply with any applicable legal, regulatory, financial reporting, accounting or other requirement in force at or prior to the date of this agreement; or

(c)

the Claim in question relates to a loss that has otherwise been made good or compensated for in full without loss to the Buyer or any Group Member of the Buyer within 15 Business Days after the date on which notice of such claim is given pursuant to this clause 5.

6.	Completion

6.1	The sale and purchase of the Sale Shares shall be completed at the offices of the Buyer’s Solicitors immediately following the execution of this agreement.

6.2	On Completion, the Seller shall deliver to the Buyer:

(a)

a completed and signed transfer of the Sale Shares to the Buyer or as it directs and the related share certificate;

(b)

a power of attorney in agreed form appointing the Buyer as attorney pending the Buyer’s registration as a member of the Company with power on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the Buyer;

(c)

the statutory books of each Group Company (including any separate sheet minutes in respect of the Subsidiary, if applicable) complete and accurate up to Completion and any company seal(s), certificates of incorporation, certificates of incorporation on change of name and all share certificates of each Group Company;

(d)

a signed deed addressed by the Seller to the Buyer and to the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company to the Seller or to any Seller’s Associate or vice versa;

(e)

letters of resignation in agreed form from each director of each Group Company and the secretary of each Group Company (if any);

(f)

a letter, in agreed form, from the Seller confirming that upon Completion it has ceased to be a registrable relevant legal entity (within the meaning of section 790C of the Companies Act 2006) in relation to the Company;

(g)

the Disclosure Letter;

(h)

the consultancy agreement in the agreed form between the Company and Daniela Cecilio signed by the parties;

(i)

deeds of release in the agreed form between each of the employees of the Group Companies previously granted share awards by the Seller and the Seller in relation to the provision of such share awards in the Seller;

(j)

earn-in letter agreements in the agreed form executed by certain of the employees of the Group Companies (as determined by the Buyer) in relation to the potential issue of additional shares in Farfetch.com Limited to such persons;

(k)

an intellectual property assignment in the agreed form from the Seller in favour of the Company;

(l)

an intellectual property assignment in the agreed from ASAP54.Com Limited (UK) in favour of the Company; and

(m)

a settlement agreement in the agreed form duly executed by Daniel Heesch (together with the associated advisers certificate) dated at least one Business Day prior to the date of the assignments referred to at clauses 6.2(k) and (I) above.

6.3	On Completion, the Seller shall procure the holding of a meeting of the directors or shareholders of each Group Company (as applicable) to do such of the following things as are applicable to it:

(a)

approve (subject to stamping) the transfer referred to in clause 6.2(a);

(b)

appoint the persons nominated by the Buyer as directors and the secretary (if any);

(c)

note the resignations referred to in clause 6.2(e);

(d)

approve the document referred to in clause 6.2(h) and authorise one or more of the directors referred to in clause 6.3(b) to execute it on behalf of the relevant Group Company;

(e)

change the accounting reference date to 31 December;

(f)

change the registered office of the Company to The Bower, 211 Old Street, London EC1V 9NR and of the Subsidiary to Rua da Lionesa, N 446, Edificio G12, 4465-671, Parish of Custoias, Leca do Balio e Guifoes, Municipality of Matosinhos, Portugal;

(g)

cancel the existing bank mandates and replace them with new mandates as requested by the Buyer;

(h)

approve the handing over of the company’s Company Authentication Code to the Buyer; and

(i)

make all registrations of the decisions taken relating to this agreement as are required by Applicable Law.

6.4	On Completion, the Buyer shall:

(a)

procure the issue and allotment the Exchange Shares to the Seller; and

(b)

deliver to the Seller or to the Seller’s Solicitors (whose receipt shall be a sufficient discharge):

(i)

a certified copy of the minutes of the board of directors of the Buyer authorising the execution and performance by the Buyer of its obligations under this agreement; and

(ii)

a duly executed share certificate in respect of the Exchange Shares.

7.	Post-Completion

7.1

Each of the parties shall and shall procure that any other necessary party shall execute all such documents and deeds and do all such acts and things as reasonably required to transfer to the Buyer the legal and beneficial ownership of the Sale Shares and to give the parties the full benefit of this agreement.

7.2	The Seller agrees that for so long as any Sale Shares remain registered in its name it will:

(a)

not exercise any of its rights as a member of the Company or appoint any other person, other than the Buyer or the Buyer’s nominee, to exercise such rights;

(b)

hold on trust for and pay or deliver to the Buyer any distributions or notices, documents or other communications which may be received after the date of this agreement by it in its capacity as a member of the Company from the Company or any third party;

(c)

on request by the Buyer ratify all documents executed and acts done by the Buyer as its attorney.

7.3

The Seller agrees, that should any Intellectual Property be identified after Completion which is not owned by the Company and that the Company requires in order to carry on its business in the same manner as that business was conducted as at the date of this agreement, the Seller shall (or shall procure that the relevant entity shall), within a reasonable period of time, assign such Intellectual Property to the Company, such assignment granted in consideration of the Consideration paid under this agreement.

8.	Non-competition

Restrictions

8.1

In consideration of the entry by the Buyer into the Consultancy Agreement. Daniela Cecilio undertakes with the Buyer that after Completion she will not either herself or by an agent and either on her own account or by or in association with or for the benefit of any other person directly or indirectly for the period of two years following Completion:

(a)

take up or hold or seek to take up or hold any:

(i)

office in or with any business which is engaged in the Prohibited Business within the Prohibited Area;

(ii)

post or position which enables her to exercise whether herself or by an agent and whether on her own account or in association with or for the benefit of any other person a controlling influence over any business which is engaged in the Prohibited Business within the Prohibited Area; or

(iii)

engagement or consultancy with any person which is engaged in the Prohibited Business within the Prohibited Area,

which results or would result in her being engaged in business activities which are in competition with the Prohibited Business as carried on by any Group Company; but this clause shall not preclude her from being (or seeking to be) engaged by a business whose activities include the Prohibited Business so long as it is not directly or indirectly engaged in or otherwise responsible for the Prohibited Business;

(b)

within the Prohibited Area either herself or by an agent and either on her own account or by or in association with any other person or otherwise directly or indirectly engage or seek to engage in any capacity in the Prohibited Business except that she may hold as an investment not more than 3% of the issued share capital of a company listed or quoted on a market operated by a Recognised Investment Exchange;

(c)

within the Prohibited Area deal with any Customer of any Group Company in connection with any goods or services competing with those provided by a Group Company in the course of the Prohibited Business but this shall not preclude her from dealing with a business whose activities include the Prohibited Business so long as she does not either directly or indirectly deal in goods or services competing with the Prohibited Business as carried on by any Group Company;

(d)

within the Prohibited Area canvass, solicit, approach or seek out or cause to be canvassed, solicited, approached or sought out or by any other means endeavour to entice away from any Group Company any person for orders or instructions in respect of any goods or services provided to or supplied by any Group Company in the course of the Prohibited Business and with whom any Group Company has transacted the Prohibited Business as a customer or as a supplier;

(e)

solicit or seek to entice away from any Group Company, or aid or assist any other person or persons in employing or otherwise retaining the services of anyone who is employed by any Group Company or who is a Consultant at Completion and who is at Completion employed or engaged otherwise than in a junior administrative or secretarial capacity;

(f)

employ or otherwise retain the services of any of such person as is mentioned in clause 8.1(e) otherwise than in a junior administrative or secretarial capacity; or

(g)

use or display any name, trade or service marks, trade or service names, domain names or logos used by any Group Company or any confusingly similar names, marks, domain names, or logos.

8.2

Daniela Cecilio undertakes to the Buyer that at all times she will not either herself or by an agent and either on her own account or by or in association with or for the benefit of any other person directly or indirectly represent herself to be connected with or interested in the Prohibited Business.

8.3

Daniela Cecilio acknowledges that the undertakings in clauses 8.1 and 8.2 are reasonable; are integral to the terms on which the Buyer has agreed to purchase the Sale Shares and necessary for the implementation of the purchase; and that each of them is to be construed and take effect independently of the others.

8.4

If a breach of clauses 8.1 or 8.2 occurs, Daniela Cecilio and the Buyer agree that damages alone are likely not to be sufficient compensation and that injunctive relief is reasonable and is likely to be essential to safeguard the interests of the Buyer and of any Group Company and that injunctive relief (in addition to any other equitable remedies) may (subject to the discretion of the courts) be obtained.

8.5

Daniela Cecilio shall not be treated as committing a breach or violation of the provisions of clauses 8.1(a), 8.1(b) or clause 8.2 solely when acting as a consultant of the Buyer (or any Member of its Group) in accordance with the terms on which she is engaged by the Buyer (or any Member of its Group).

9.	Confidentiality

9.1

Except for any information of the kind referred to in clause 9.2(e) which relates to matters other than any Group Company, all obligations of confidence owed by the Buyer to the Seller in connection with this agreement or any negotiations leading to it shall (without prejudice to any previously accrued rights) cease on Completion.

9.2	Subject to clauses 9.1 and 9.3, each party undertakes to and shall keep confidential any information which is obtained by it or any of Member of its Group which:

(a)

relates to the negotiation of this agreement or any document referred to in this agreement;

(b)

relates to the provisions or the subject matter of this agreement or of any document referred to in this agreement;

(c)

in the case of the Seller, relates to the Buyer or any Member of its Group (as such group is constituted immediately before Completion);

(d)

in the case of the Seller, is confidential information which it has acquired about the Company and/or any other Group Company; and

(e)

in the case of the Buyer, relates to the Seller, (collectively, “Confidential Information”).

9.3	Clause 9.2 does not apply to information to the extent that:

(a)

a party (or its Advisers or Associates) is required to disclose it by any Applicable Law or by a Competent Authority;

(b)

it is contained in any announcement or publication in agreed form;

(c)

it enters the public domain other than as a result of the unauthorised disclosure by a party or any of its Associates or its or their Advisers;

(d)

it is in the possession of a party or of any of its Associates or its or their Advisers free from any restriction as to its use or disclosure having been obtained otherwise than from another party for the purposes of this agreement;

(e)

a party has disclosed it to any of its Associates or its or their Advisers who need to know such information for the purposes of advising in relation to or furthering the provisions of this agreement and who are aware of the obligations of confidentiality and agree to keep the information confidential and not to use any Confidential Information for any purpose other than the purpose for which it was disclosed.

9.4	Subject to clause 9.5, no information to which clause 9.3(a) applies may be disclosed by a party unless that party has:

(a)

given, where practicable, at least five Business Days’ written notice to the non-disclosing party of such proposed disclosure;

(b)

consulted with the non-disclosing parties; and

(c)

agreed with the non-disclosing party the content of the disclosure.

9.5	The non-disclosing parties may not request amendments under clause 9.4 or otherwise limit disclosure under clause 9.4 in a manner which would prevent the disclosing party from complying with the requirements referred to in clause 9.3(a).

10.

Notices and other communications

10.1	Where this agreement provides for the giving of notice or the making of any other communication, such notice or communication shall not (unless otherwise expressly provided) be effective unless given or made in writing in English in accordance with the following provisions of this clause.

10.2	Any notice or communication to be given or made under or in connection with this agreement may be:



(a)	delivered or sent by post to:

	the Buyer	the address set out on page 1 of this agreement

	Daniela Cecilio	the address set out on page 1 of this agreement

	the Seller	the address set out on page 1 of this agreement



	(such addresses being referred to below as the “Postal Address” of the relevant party); or

(b)	sent by email, to:

	the Buyer	#####.#####@farfetch.com & #####.#####@farfetch.com

	Daniela Cecilio	#####.#####@hotmail.com

	the Seller	#####@asap54.com

and shall be marked in the case of the Buyer for the attention of the General Counsel and in the case of the Seller, for the attention of the Directors.

10.3

Any notice or other communication so delivered or sent shall (subject to the provisions of clause 10.5(c)) be deemed to have been served at the time when it arrives at the address to which it is delivered or sent except that if that time is between 5.30 p.m. on a Relevant Day and 9.00 a.m. on the next Relevant Day it shall be deemed to have been served at 9.00 a.m. on the second of such Relevant Days.

10.4	Where any party has given notice to the others of any different address or number to be used for the purposes of this clause then such different address or number shall be substituted for that shown above.

10.5	For the purposes of this clause:

(a)

“Relevant Day” means any day other than a Saturday, Sunday or a day which is a public holiday at the Postal Address of the receiving party;

(b)

any reference to a time is to the time at the Postal Address of the receiving party;

(c)

reference to an electronic communication being received shall, in the case of a party which is a corporate body or partnership, mean receipt at a server located in any office of the corporate body or partnership and, in the case of a party who is an individual, shall mean receipt on equipment owned (or used for reading electronic communications) by the individual which receipt shall, notwithstanding the provisions of clause 10.3, and in the absence of evidence of earlier receipt, be deemed to have occurred 96 hours after sending; and

(d)

“electronic communication” has the same meaning as in the Electronic Communications Act 2000.

11.

Third party rights

11.1	The obligations of confidentiality in clauses 9.2(a), 9.2(b), 9.2(c) and 9.2(d) are assumed for the benefit of each Group Company. Each Group Company may rely on and enforce the obligations of confidentiality accepted by the Seller.

11.2	Any person to whom the Warranties or any other rights of the Buyer under this agreement are assigned under clause 12 may rely on and enforce the Warranties and any such rights.

11.3	Third parties may only enforce the rights and obligations referred to in clauses 11.1 and 11.2 with the written consent of the Buyer.

11.4

No consent of any person given third party rights under clauses 11.1, 11.2 and 11.3 (or otherwise under this agreement) shall be required in relation to any permitted rescission, termination or variation of this agreement and, accordingly, section 2(1) of the Contracts (Rights of Third Parties) Act 1999 shall not apply.

11.5

Except:

(a)

as provided in clauses 11.1 and 11.2; and

(b)

for any indemnity expressed to be given in favour of or any obligation expressed to be owed to any Group Company,

no term of this agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party.

12.

Assignment

The Buyer (and any assignee of the Buyer or of any such assignee) may assign to any person to whom the Buyer has sold the Sale Shares or substantially all of the assets or businesses of the Group the benefit of:

(a)

any Warranty; and

(b)

any other right other than a right arising under clause 8, which it may have under this agreement,

provided always that following any such assignment, the aggregate liability of the Warrantors under this agreement shall not in any event be greater than it would have been if such assignment had not taken place.

13.

Entire agreement

The Transaction Documents constitute the entire agreement between the parties about the subject matter of this agreement and supersede and extinguish all earlier understandings and agreements between any of the parties.

14.

Miscellaneous

14.1	Each party shall bear its own costs incurred in relation to the negotiation and preparation of this agreement and matters incidental to this agreement.

14.2	This agreement shall so far as it remains to be performed after Completion continue in force notwithstanding Completion and the rights of the Buyer in respect of any Transaction Document shall not be affected by Completion.

14.3	No waiver by a party of any requirement of this agreement or any right which he has under it shall be valid unless such waiver is in writing signed by him.

14.4	No omission to exercise, or delay by the Buyer in exercising, any right under this agreement shall operate as a waiver of such right nor shall any single or partial exercise of any right preclude the exercise of any other right.

14.5	The rights conferred on the Buyer in this agreement are cumulative and in addition to all other rights available to the Buyer.

14.6	This agreement may consist of any number of duplicates each executed by at least one party, each of which when so executed and delivered shall be an original, but all the duplicates shall together constitute one instrument.

14.7	If a term of this agreement shall be held to be illegal, invalid or unenforceable it shall to that extent be deemed not to form part of this agreement, but the enforceability of the remainder of this agreement shall not be affected.

15.

Governing law

The governing law of this agreement, and of any claim, dispute or issue arising out of or in connection with this agreement or its subject matter (including non-contractual claims), shall be that of England and Wales.

16.

Jurisdiction

16.1	The courts of England and Wales shall have exclusive jurisdiction to settle any claim, dispute or issue between the parties whether arising out of or in connection with this agreement or its subject matter, or otherwise (including non-contractual claims).

16.2	A party may bring proceedings in the courts of any state other than England and Wales for the purpose of seeking:

(a)

an injunction, order or other non-monetary relief (or its equivalent in such other state); and/or

(b)

any relief or remedy which, if it (or its equivalent) were granted by the courts of England and Wales, would not be enforceable in such other state.

This agreement has been entered into as a deed on the date shown at the beginning.

SCHEDULE 1

Details of the Company and the Subsidiary

Part A

The Company


Name:		Fashion Concierge UK Limited

Former names:		n/a

Number:		10433518

Date of incorporation:		18 October 2016

Registered office:		26 Grosvenor Street, London, United Kingdom, W1K 4QW

Issued share capital		344,904 ordinary shares of £1.00

Shareholders (and number of shares held):		ASAP54.com Limited (1 ordinary share of £1.00)

Persons with significant control and relevant legal entities (and their interests) as required on PSC register:		ASAP54.com Limited

Directors:		Daniela Cecilio

Secretary (if any):		Wilton Corporate Services Limited

Accounting reference date:		31 October 2017

Charges:		n/a

Part B

Subsdiary


Name:		Fashion Concierge, LDA

Former names:		n/a

Number:		514 173 610

Date of incorporation:		9 December 2016 (although the Subsidiary only initiated the fiscal/accountancy exercise on 1 January 2017)

Registered office:		Av. General Carrilho da Silva, Centro de Negócios Ideia Atlántico, Cx 145, Variante do Fojo, Tenões, 4719 005 Braga

Issued share capital		€ 30.000,00

Shareholders (and number of shares held):		Fashion Concierge UK Limited (2 shares)

Directors:		Daniela Cecilio

SCHEDULE 2

Intellectual Property

Part A

Patents and patent applications

Patent number: EP2955645

Name: SYSTEM FOR AUTOMATED SEGMENTATION OF IMAGES THROUGH LAYOUT CLASSIFICATION

Inventors: Vidal Andre; Heesch Daniel

Application number: EP20150171817; 20150612

Priority numbers: US201462011269P 20140612; US201514737467 20150611

Date of filing: 12.06.2015

Date of publication: 10.05.2017

Part B

Registered trade marks and applications

Mark

Type

Mark

Status

Country

Owner

(Company)

Registered

Classes

Registration

Number

Expiry

Date

ASAP54

FASHION

CONCIERGE

Word

Registered

United

Kingdom

ASAP54.com Limited (IoM company)

9, 35, 45

UK00003201437

9 Dec 2026

ASAP54

Word

Registered

European

Union

ASAP54.com Limited (IoM company)

9, 35, 41, 42, 45

011782331

30 Apr 2023

ASAP54

Word

Registered

China

ASAP54.com Limited (IoM company)

35, 41, 42,

IR1193732

19 Jun 2023

ASAP54

Word

Registered

Japan

ASAP54.com Limited (IoM company)

9, 35, 41, 42, 45

IR1193732

19 Jun 2023

ASAP54

Word

Registered

Russian

Federation

ASAP54.com Limited (IoM company)

9, 35, 41, 42, 45

IR1193732

19 Jun 2023

ASAP54

Word

Registered

United States of America

ASAP54.com Limited (IoM company)

9, 35, 41, 42, 45

4578201 (IR1193732)

19 Jun 2023

Word

Device

Registered

European

Union

ASAP54.com Limited (IoM company)

9, 35, 41, 42, 45

013245733

11 Sep 2024

Word

Device

Registered

Japan

ASAP54.com Limited (IoM company)

9, 35, 41, 42, 45

IR1238663

24 Nov 2024

Word

Device

Registered

United States of America

ASAP54.com Limited (IoM company)

9, 35, 41, 42, 45

4806195

(IR1238663)

24 Nov 2024

Word

Device

Registered

China

ASAP54.com Limited (IoM company)

9, 35, 41, 42, 45

IR1238663

24 Nov 2024

Word

Device

Registered

Russian

Federation

ASAP54.com Limited (IoM company)

9, 35, 41, 42, 45

IR1238663

24 Nov 2024

Part C

Registered designs and applications

N/A

Part D

Domain names


Domain name	Registrant	Renewal date

asap54.com.br	ASAP54.com Limited (IoM company)	23 October 2017

asap54.jp	ASAP54.com Limited (IoM company)	26 October 2017

asap54.ru	ASAP54.com Limited (IoM company)	21 October 2017

asap54.uk	ASAP54.com Limited (IoM company)	21 October 2017

asap54fashionconcierge.com	ASAP54.com Limited (IoM company)	1 December 2017

asap54.com	ASAP54.com Limited (IoM company)	14 February 2018

Part E

Other registrable Intellectual Property and Intellectual Property which is the subject of

an application

N/A

Part F

Proprietary Software

All that software that makes up the iOS and Android app developed by or on behalf of the Seller or a Group Company.

•

ASAP54 – App

•

ASAP54 – BackOffice

•

ASAP54 – Website

•

ASAP54 colours app

•

Fashion Concierge by ASAP54 – App

•

Fashion Concierge by ASAP54 – BackOffice

•

Fashion Concierge by ASAP54 – Website

Part G

Material Intellectual Property which is not registered or the subject of an application

All the unregistered Intellectual Property that makes up the iOS and Android app developed by or on behalf of the Seller or a Group Company.

All software from the application described above that cannot be registered/patented.

SCHEDULE 3

Intellectual Property Agreements

Part A

Licences-ln and Open Source Code

On ASAP54 server:

BSD License

•

OpenCV (computer vision library)

•

PostgreSQL JDBC Driver

•

Torch (Deep learning library)

•

APNS (Java Apple Push Notification)

Boost Software License

•

Boost (C++ libraries)

GNU GPL License

•

Qt Creator (C++ libaries)

•

GlassFish (application server)

•

MySQL JDBC Connector

•

Java EE API

•

Jersey (RESTful Web Services in Java)

MIT License

•

JSON Spirit (C++ JSON Parser)

Apache License

•

Solr (Search engine)

•

Apache Commons (Java utility classes)

•

GSON

•

Twitter4j Core

On Fashion Concierge Server:

BSD License

•

APNS (Java Apple Push Notification)

•

PostgreSQL JDBC Driver

GNU GPL License

•

GlassFish (application server)

•

Java EE API

•

Jersey (RESTful Web Services in Java)

•

Java Mail API

•

MySQL JDBC Connector

EPL License

•

Javax Persistence

Apache License

•

GSON

•

Apache Commons (Java utility classes)

iOS APP FashionConcierge

MIT License

•

AFNetworking

•

DZNEmptyDataSet

•

Mantle

•

CADRACSwippableCell

•

RMPZoomTransitionAnimator

•

IQKeyboardManager

•

DGActivitylndicatorView

•

CardIO

•

JTSImageViewController

•

TTTAttributedLabel

•

Adjust

•

FCAIertView

•

SZTextView

•

BRYSerialAnimationQueue

•

OHHTTPStubs

•

DVSwitch

•

MBAutoGrowingTextView

•

MZDayPicker

•

ObjectiveLuhn

•

TRVSEventSource

•

RadialTransition_objC

Apache License, Version 2.0

•

PINCache

•

SocketRocket

•

KIF

BSD License

•

pop

•

FLEX

•

NimbusKit-AttributedLabel

•

Reachability

•

GPUImage

Custom

•

GoogleTagManager

•

FBSDKLoginKit

•

FBSDKCoreKit

•

Firebase/Crash

•

Firebase/Core

zlib

•

RequestUtils

Commercial

•

Crashlytics

•

Fabric

iOS APP ASAP54

MIT License

•

JNWSpringAnimation

•

MBAutoGrowingTextView

•

SZTextView

•

InstagramKit

•

AFNetworking

•

FLAnimatedlmage

•

SSKeychain

•

Adjust

•

NJKWebViewProgress

•

PopoverView

•

HPGrowingTextView

•

AHKActionSheet

•

CSStickyHeaderFlowLayout

•

ZLSwipeableView

•

OHHTTPStubs

•

UllmageView+GeometryConversion

•

Ullmage-ResizeMagick

•

ASMediaFocusManager

•

UllmageViewAligned

•

GHContextMenu

•

TOCropViewController

•

SLCountryPicker

Apache License, Version 2.0

•

PINCache

•

Intercom

•

KIF

BSD License

•

STTwitter

•

NimbusKit-AttributedLabel

•

Parse

•

Reachability

•

GPUImage

Custom

•

GoogleConversionTracking

•

GoogleAnalytics

•

FBSDKLoginKit

•

FBSDKCoreKit

zlib

•

RequestUtils

Commercial

•

Crashlytics

•

Fabric

Colors by ASAP54

MIT License

•

AFNetworking

•

CSStickyHeaderFlowLayout

•

FLAnimatedlmage

•

JVFIoatLabeledTextField

•

NJKWebViewProgress

•

RMPZoomTransitionAnimator

•

DZNEmptyDataSet

•

Adjust

Apache License, Version 2.0

•

PINCache

BSD License

•

Pop

•

NimbusKit-AttributedLabel

Custom

•

GoogleAnalytics

Commercial

•

Crashlytics

•

Fabric

iOS APP Shopper

MIT License

•

events

•

object-assign

•

react

•

react-mixin

•

react-native-camera

•

react-native-communications

•

react-native-device-info

•

react-native-fetch-blob

•

react-native-grid-view

•

react-native-i18n

•

react-native-invertible-scroll-view

•

react-native-keychain

•

react-native-lightbox

•

react-native-navigation

•

react-native-parsed-text

•

react-native-progress

•

react-native-push-notification

•

react-native-socket.io-client

•

react-native-swipeout

•

react-native-textinput-effects

•

reconnecting-websocket

•

shallowequal

•

socket.io

•

superagent

•

react-native-gifted-chat

Apache License, Version 2.0

•

fuse.js

•

keymirror

BSD License

•

flux

•

md5

•

react-native

•

react-timer-mixin

ISC

•

react-native-image-placeholder

•

react-native-swiper

Android APP ASAP54

MIT License

•

android-Ultra-Pull-To-Refresh

•

Adjust

•

FloatingActionButton Apache License, Version 2.0

•

Android-PullToRefresh

•

image-chooser-library

•

ListViewAnimations

•

cropper

•

android-range-seek-bar

•

android-GridViewWithHeaderAndFooter

•

android-menudrawer

•

StickyListHeaders

•

PagerSlidingTabStrip

BSD License

•

Bolts-Android

Part B

Development Contracts

•

ImobileMagic;

•

CCG (Centro de Computação Grafica);

Part C

Other agreements

N/A

SCHEDULE 4

The Computer Systems and Computer Contracts

Part A

Computer Systems

Hardware

AWS - Amazon Web Services

Databases used:

Postgresql;

Mysql;

Cloud-based computer services

AWS - Amazon Web Services

•

Adjust (analytics)

•

Google Analytics (analytics)

Network and communications equipment and services

Plivo.com (sms provider)

Part B

Computer Contracts

N/A

SCHEDULE 5

Warranties

1.	Part 1 - Title and Authorisation

1.1	Title and matters affecting the Sale Shares and the shares in the Subsidiary

(a)

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

(b)

No Insolvency Event has occurred in relation to the Seller.

(c)

The Sale Shares constitutes the whole of the issued share capital of the Company.

(d)

All the issued shares in each Group Company are fully paid or credited as fully paid.

(e)

No person has any present, future or contingent right to call for the allotment, conversion, or transfer of or to be entered in the register of members as the holder of any share or loan capital of any Group Company and there is no Encumbrance on the Sale Shares or any shares in any Group Company or any arrangements or obligations to create any Encumbrances. No claim has been made by any person that they are entitled to any such right or have the benefit of any such Encumbrance.

(f)

No claim has been made by any person to be entitled to any right referred to in Warranty 1.1(e) or the right to have an Encumbrance on the Sale Shares or any shares in any Group Company created in his favour.

(g)

The details of each Group Company set out in schedule 1 are correct. The Company is the sole legal and beneficial owner of all the issued shares in the Subsidiary.

1.2	Authorisation

(a)

The Seller has power to enter into and to perform its obligations under each Transaction Document to which it is party which will, when executed, constitute binding obligations on it in accordance with its terms.

(b)

The execution and delivery of, and the performance by the Seller of its obligations under, each Transaction Document to which it is party:

(i)

does not require the consent of any third party;

(ii)

will not result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound;

(iii)

so far as the Warrantors are aware, will not result in a breach of or entitle any third party to terminate or avoid any agreement, or arrangement to which it is a party or by which it or any of its assets is bound or from which it benefits

2.	Part 2 - Constitution

2.1	Constitution and overseas assets

(a)

An copy of the certificate of incorporation and articles of association (and each certificate of incorporation on change of name) of each Group Company is attached to the Disclosure Letter. Such documents contain full details of the rights and restrictions attached to the share capital of each Group Company, and all such resolutions have been properly passed as resolutions of that Group Company and duly filed with the relevant authorities.

(b)

No Group Company has assets outside its country of incorporation nor does it have a branch, agency or place of business or any permanent establishment (as that expression is defined in the relevant double taxation relief orders) outside of its country of incorporation.

2.2	Books and registers

(a)

The register of members and statutory books of each Group Company (including any separate sheet minutes of the Subsidiary) contain up-to-date records of the members of that Group Company and all the other information which they are required to contain under the Companies Act. All returns, particulars, resolutions and other documents required to be delivered by any Group Company to the relevant authorities have been duly delivered and, so far as the Warrantors are aware, no fines or penalties are outstanding.

(b)

No Group Company has received any notice of any application nor is the Seller aware of any intended application for the rectification of its register of members or its PSC register (if applicable).

2.3	Directors, share capital and loan capital

(a)

The only Directors of each Group Company are the persons whose names are listed in respect of it in schedule 1 and no Group Company has any alternate or shadow directors nor any observer or other person entitled or accustomed to attend at or receive notice of board meetings or have any say or right to vote at board meetings.

(b)

No Group Company has reduced, redeemed or purchased its share capital or passed any resolutions authorising any such reduction, redemption or purchase.

(c)

No Group Company has any outstanding loan capital.

(d)

No share in the capital of any Group Company has been issued for a consideration other than cash.

(e)

No share in the capital of any Group Company has been issued or transferred except in accordance with its articles of association.

(f)

The Company has no interest in the shares or other securities of any company other than the Subsidiary and no interest in any business other than that of the Company and the Subsidiary and has not agreed to acquire any such shares, securities or interest or held any such shares, securities or interest at any time.

3.	Part 3 - Accounting and Financial

3.1	The Management Accounts

(a)

A copy of the Management Accounts is attached to the Disclosure Letter.

(b)

The Management Accounts have been prepared with due care and attention in accordance with accounting principles used by each Group Company in the course of preparing management accounts for that Group Company during the period commencing on the Incorporation Date and ending on the date of this agreement.

(c)

Having regard to the purpose for which they were prepared and are used, the Management Accounts are not misleading.

3.2	The Locked Box Accounts

(a)

A copy of the Locked Box Accounts is attached to or enclosed in the Disclosure Letter.

(b)

The Locked Box Accounts have been prepared with due care and attention in accordance with accounting principles used by each Group Company in the course of preparing the Management Accounts and on a basis consistent with that used in preparing the Management Accounts.

(c)

The Locked Box Accounts give a materially accurate view of the assets, liabilities and state of affairs of each of the Group Companies and of the Group Companies as a group at the Locked Box Date and of the profits or losses for the period concerned and are not misleading.

(d)

The Locked Box Accounts make proper provision for, reserve for or disclose, as appropriate:

(i)

all liabilities, whether actual, contingent, unquantified or disputed;

(ii)

all capital commitments, whether actual or contingent;

(iii)

all impairment losses in respect of trade receivables and other financial assets;

(iv)

all extraordinary, exceptional or non-recurring items;

(v)

all changes in accounting policies; and

(vi)

all transactions with the Seller, any Associate of the Seller, any Director or any Associate of any Director,

of each Group Company as at the Locked Box Date.

3.3	Exceptional and extraordinary items

The financial position of the Group Companies as set out in the Locked Box Accounts has not been materially affected by transactions of an abnormal or unusual nature or which have been entered into otherwise than on normal commercial terms.

3.4	Books and records

All the accounts, books and ledgers and financial and other records of each Group Company (including all invoices) have been properly kept (in accordance with sections 386 to 389 of the Companies Act) and are within that company’s possession and control.

3.5	Bank accounts, Indebtedness and Encumbrances

(a)

In respect of each Group Company:

(i)

a list of all its bank, building society, investment and deposit accounts and of the credit or debit balances on them at the Business Day before the date of this agreement is attached to the Disclosure Letter;

(ii)

since such statements there have been no payments out of any such accounts;

(iii)

other than as Disclosed, it has not incurred any Indebtedness which it has not repaid or satisfied;

(iv)

the amount borrowed by it does not exceed any limitation on its borrowing contained in its articles of association or in any debenture or other deed or document binding on it;

(v)

it has not received demand for repayment of any borrowing or indebtedness in the nature of borrowing which is repayable on demand, and, so far as the Warrantors are aware, there has not occurred any event which would entitle (or which with the giving of notice and/or the lapse of time and/or a relevant determination would entitle) any person to require early repayment of any borrowing or indebtedness in the nature of borrowing;

(vi)

it has no bank overdraft facilities, acceptance credits or other financial facilities outstanding or available to it;

(vii)

it has not entered into nor is it negotiating to enter into any debt factoring, discounting or inventory finance arrangement;

(viii)

it has not or engaged in any off balance sheet financing or any financing of a type which would not require to be shown or reflected in the Management Accounts, had such arrangement or financing been entered into on or before the Management Accounts Date; and

(ix)

it has not entered into nor is it negotiating to enter into any currency and/or interest rate swap agreement, asset swap, future rate or forward rate agreement, interest cap, collar and/or floor agreement or other currency exchange or interest rate protection transaction or combination of them or any option or any similar arrangement.

(b)

All Encumbrances created by or in favour of any Group Company which are required to be registered in accordance with the provisions of the Companies Act or in any other relevant jurisdiction have been so registered and comply with all necessary formalities as to registration or otherwise in that jurisdiction; and the registered particulars of Encumbrances created by or in favour of any Group Company are complete and accurate.

3.6	Liabilities, debts, and solvency

(a)

No Group Company has liabilities (including contingent or disputed debts) except liabilities:

(i)

for which adequate provision has been made in the Management Accounts; and

(ii)

which have arisen in the ordinary and usual course of day-to-day trading since the Management Accounts Date.

(b)

No sum shown in the Management Accounts, in respect of debtors is represented by debts which at the Management Accounts Date were more than 30 days overdue for payment.

(c)

So far as the Warrantors are aware, all debts owed to any Group Company at the date of this agreement will realise their full value and be good and collectable within 30 days of their due date for payment, and none of such debts is subject to any counterclaim or set-off. For this purpose a debt shall not be regarded as realising its full value to the extent that it is received in circumstances in which such receipt is or may be void, voidable or otherwise liable to be reclaimed or set aside.

(d)

No Group Company is owed any sums other than debts incurred in the ordinary course of trading.

(e)

No Insolvency Event has occurred in relation to any Group Company.

(f)

No Group Company has been a party to any transaction with any third party which, in the event of such third party going into liquidation or an administration order or a bankruptcy order being made in relation to it or to him, would constitute a transaction at an undervalue, a preference, an invalid floating charge or an extortionate credit transaction or part of a general assignment of debts, under sections 238 to 245 and sections 339 to 344 of the Insolvency Act 1986.

(g)

No person who is or has at any time since the Incorporation Date been a Director or officer of any Group Company has at any material time been subject to any disqualification order under the Companies Act or under any other legislation relating to the disqualification of directors and officers.

3.7

Grants

(a)

No Group Company has applied for or received any investment grant, building grant, grant under the Local Employment Acts 1970 or 1972 or under any Industry Act or any other governmental grant or allowance or loan subsidy or financial assistance.

(b)

So far as the Warrantors are aware, no circumstances have arisen or could arise as a consequence of events occurring on or before the date of this agreement (including the execution or completion of this agreement) as a result of which:

(i)

any grant, subsidy, allowance or assistance received by any Group Company is liable to be repaid; or

(ii)

any grant, allowance subsidy or assistance for which any Group Company has made application will not be paid or will be reduced.

4.	Part 4 - General Commercial

4.1

Assets

(a)

Each Group Company is the sole legal and beneficial owner of the material assets used in its business activities during the period of three months before the date of this agreement, free from any retention of title arrangement or other Encumbrance.

(b)

so far as the Warrantors are aware, in relation to any assets held by any Group Company under any hire, hire purchase, conditional or credit sale, leasing or retention of title agreement or otherwise belonging to a third party, no event has occurred which entitles, or which on intervention or notice by the third party may entitle, the third party to repossess the assets concerned or to terminate the agreement or any licence in respect of it.

(c)

In respect of the assets owned and/or used by any Group Company:

(i)

each item is:

(A)

in the possession and control of that Group Company; and

(B)

maintained in accordance with applicable technical standards, safety regulations and the provisions of any applicable agreement; and

(ii)

so far as the Warrantors are aware, no item is:

(A)

a risk to health or safety or otherwise dangerous or in need of replacement;

(B)

expected to require replacements or additions costing more than £10,000 in total within six months from Completion; or

(C)

has been adversely affected by fire or adverse weather conditions.

(d)

No Group Company has entered into any leasing or hiring agreement, hire purchase agreement, conditional sale or credit sale agreement, agreement for payment on deferred terms or any similar agreement or arrangement in respect of any of its assets.

(e)

No Group Company is in breach of any of the provisions of any agreement or arrangement of a type described in Warranty 4.1(d).

4.2	Services

(a)

There is attached to the Disclosure Letter a list of all services provided by the Group Companies to their customers (the “Services”) briefly describing each Service.

(b)

No Services provided by any Group Company were or are defective or failed or fail to comply with the terms on which they were to be provided or with any statutory provisions relating to such supply.

(c)

No Group Company has made any statement as to the performance or quality of the Services which is inaccurate or cannot be substantiated or has received any complaint from any regulatory body, customer or other person that its advertising is misleading or deceptive or may cause confusion,

(d)

A copy of each form of standard terms of contract or business used by each Group Company since its Incorporation Date is attached to the Disclosure Letter. Except as provided in such standard terms or as implied by law no Group Company has given any guarantee or warranty or made any representation or assumed any liability or obligation in respect of the Services which would apply after the Services have been sold or supplied by that Group Company.

4.3	Change of control

There is no agreement or arrangement whether or not in writing to which any Group Company is a party which on Completion or as a result of the performance of this agreement will result in:

(a)

any third party being relieved of any obligation or becoming entitled to exercise any right (including a right of termination or any right of pre-emption or other option); or

(b)

the Group Company being in default under any agreement or arrangement or losing any benefit, right or licence which it currently enjoys; or

(c)

a liability or obligation of the Group Company being created or increased.

4.4	Material Contracts

(a)

Complete copies (or details in the case or oral agreements) of all Material Contracts have been Disclosed.

(b)

All material contracts and arrangements relating to or used in the business of the Group Companies have been entered into by a Group Company and no such contract that is utilised by any Group Company was entered into in the name of the Seller or any of its Group Members other than the Group Companies.

4.5	Other agreements and arrangements

(a)

There are attached to the Disclosure Letter:

(i)

details of all warranties/guarantees provided by any Group Company in relation to the Services provided by it; and

(ii)

a list of all subcontractors of each Group Company and details of all sub-contracting arrangements.

(b)

So far as the Warrantors are aware, no agreement or arrangement to which any Group Company is a party is invalid or ultra vires and there are no grounds for rescission, breach, avoidance or repudiation of any agreement or arrangement to which any Group Company is a party.

(c)

No Group Company has assigned or sublet any of its rights nor is it in default under any agreement or arrangement to which it is a party and, so far as the Warrantors are aware, there are no circumstances likely to give rise to any such default, and, so far as the Warrantors are aware, no other party to any such agreement or arrangement is in default under it and, so far as the Warrantors are aware, there are no circumstances expected to give rise to any such default.

4.6	Major customers and clients

No customer or client of any Group Company has ceased or has indicated to any Group Company an intention to cease trading or dealing with that Group Company nor, so far as the Warrantors are aware, is anticipated to do so or to suffer an Insolvency Event or to make any substantial reduction in its trading or dealing with the Group Company.

4.7	Regulatory matters

(a)

No Approvals are necessary for the provision by the relevant Group Company of the Services in the manner and jurisdictions in which those Services are provided by the relevant Group Company as at the date of this agreement.

(b)

Each Group Company has at all times carried on its business and affairs in accordance with its memorandum and articles of association and in all material respects in accordance with all applicable laws and regulations of the United Kingdom or any other jurisdiction applicable to it.

(c)

No Group Company carries on or purports to carry on, or has carried on or purported to carry on at any time since 1 December 2001, any regulated activity in contravention of section 19 of the Financial Services and Markets Act 2000.

(d)

No governmental, administrative or regulatory authority has served a notice on any Group Company in respect of any of its assets or activities and, so far as the Warrantors are aware, there are no circumstances reasonably likely to give rise to the service of such a notice.

(e)

There have not been and, so far as the Warrantors are aware, there are not pending, or in existence, any investigations or enquiries by, or on behalf of, any governmental, administrative or regulatory authority in respect of any of the affairs of any Group Company.

4.8	Transactions with Seller’s Associates and Directors

(a)

There are no:

(i)

loans or quasi loans (as defined in the Companies Act) or credit transactions (as so defined) made by any Group Company to the Seller, or any Seller’s Associate, Director or Associate of a Director;

(ii)

debts owing to any Group Company from the Seller, or any Seller’s Associate, Director or Associate of a Director.

(b)

There are no mortgages, charges, guarantees or other security arrangements entered into by any Group Company in respect of any obligations of the Seller, or any Seller’s Associate, Director or Associate of a Director.

(c)

There are no existing contracts, transactions or arrangements to which any Group Company is a party or under which it may be liable and in which the Seller, or any Seller’s Associate, Director or Associate of a Director is interested whether directly or indirectly.

4.9	Insurance

(a)

In relation to each Group Company, any amounts of insurance cover and the risks insured against are listed in the Disclosure Letter. All premiums due in respect of such insurance policies have been paid. All the insurance policies are currently in force, and, so far as the Warrantors are aware, nothing has been done or omitted to be done to make any policy of insurance void or voidable.

(b)

No claim is outstanding and, so far as the Warrantors are aware, no circumstances exist which are likely to give rise to any claim.

(c)

So far as the Warrantors are aware, no Employee, workman or any other third party has suffered any illness, accident or injury for which any Group Company is liable and which is not fully covered by insurance.

4.10	Claims, Disputes, Notifications and Investigations

(a)

No Group Company is a party (whether as claimant or defendant or otherwise) to any claim, litigation, arbitration, prosecution or other legal or quasi legal proceedings or, so far as the Warrantors are aware, enquiry and no Group Company has been engaged in any such claim, proceedings or enquiry since its Incorporation Date and, so far as the Warrantors are aware, there are no claims or actions (whether criminal or civil) pending or threatened by or against any of the Group Companies or any Director, Employee or Consultant.

(b)

No Group Company is in dispute with any of its customers, suppliers or sub-contractors as to sums owed or otherwise.

(c)

So far as the Warrantors are aware, there are no complaints, claims, disputes, investigations, disciplinary proceedings in progress, pending or, so far as the Warrantors are aware, threatened involving any Group Company.

(d)

There are no unfulfilled or unsatisfied judgments or court orders outstanding against any Group Company.

(e)

So far as the Warrantors are aware, no distress, distraint, charging order, garnishee order, execution or other process which a court or a similar body may use to enforce payment of a debt has been levied or applied for in respect of any asset of any Group Company.

4.11	Membership of trade associations etc.

The Disclosure Letter lists any trade association or professional body of which any Group Company is a member and of the fees and other charges payable in respect of such membership.

4.12	Conduct of business since the Management Accounts Date

Since the Management Accounts Date:

(a)

no dividend or other distribution (within the meaning of that expression as contained in section 1000 or section 1064 of the CTA 2010 (formerly section 209 or 210 or 418 of the Income and Corporation Taxes Act 1988)) has been declared, paid or made by any Group Company;

(b)

each Group Company has carried on its business as a going concern in its ordinary and usual course;

(c)

no Group Company has disposed of or parted with possession of any of its assets or entered into any transaction or assumed or incurred any liabilities or made any payment except in the ordinary and usual course of trading and at arm’s length;

(d)

no Group Company has written off any receivable, no receivable has been released by any Group Company on terms that the debtor pays less than the book value of the receivable, and no receivable owing to any Group Company has proved to any extent to be irrecoverable;

(e)

no Group Company has entered into any contract involving expenditure on capital account or the purchase of any capital equipment or other items of a capital nature;

(f)

the profits of any Group Company have not been affected by changes or inconsistencies in accounting treatment, by any non-recurring items of income or expenditure, by transactions of an abnormal or unusual nature or which have been entered into otherwise than on normal commercial terms;

(g)

there has been no material adverse change in the financial position of any Group Company;

(h)

no Group Company has acquired or disposed of or agreed to acquire or dispose of any business or any material asset or assumed or acquired any material liability (including any contingent liability) otherwise than in the ordinary and usual course of business;

(i)

each Group Company has paid its creditors in accordance with the same policy as that adopted throughout the period ended on the Management Accounts Date; and

(j)

there has not been any material change in the level of borrowing or in the working capital requirements of any Group Company.

4.13	Anti-corruption and Bribery

(a)

No Group Company, nor, so far as the Warrantors are aware, any Director, officer, agent, Employee or other person acting for or on behalf of any Group Company is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable legislation or regulation on the giving or receiving of bribes in any other jurisdiction.

(b)

So far as the Warrantors are aware, no Associated Person of any Group Company has bribed another person (within the meaning given in section 7(3) of the Bribery Act 2010) intending to obtain or retain business or an advantage in the conduct of business for that particular company and/or any other Group Company nor, so far as the Warrantors are aware, has an Associated Person of any Group Company been bribed within the meaning given in section 2 of the Bribery Act 2010.

(c)

Each Group Company has in place adequate procedures to prevent their Associated Persons from undertaking conduct which would constitute an offence under the Bribery Act 2010.

(d)

So far as the Warrantors are aware, no Group Company nor any Director, officer, agent, Employee or other person acting for or on behalf of any Group Company is or has been the subject of any investigation, or enquiry by, or on behalf of, any governmental, administrative or regulatory authority, or any customer, in respect of any offence or alleged offence under the Bribery Act 2010, or under applicable anti-corruption laws or regulation of any other jurisdiction, and, so far as the Warrantors are aware, there are no circumstances likely to give rise to such investigation or enquiry.

(e)

So far as the Warrantors are aware, no Director, officer, agent, Employee or other person acting for or on behalf of any Group Company has been party to any of the following:

(i)

the use of any assets of a Group Company for unlawful contributions, gifts, entertainment or other unlawful expenses relating to any activity, including any political activity;

(ii)

the establishment or maintenance of any unlawful or unrecorded fund of monies or other assets;

(iii)

the making of any false or fictitious entries in the books or records of the Group Company; or

(iv)

the making of any unlawful payment.

5.	Part 5 - Intellectual Property and data protection

5.1	Ownership, title and adequacy of Intellectual Property

(a)

In respect of the Group Intellectual Property other than that which is the subject of the Licences-ln (the “Owned Intellectual Property”):

(i)

the relevant Group Company is the sole legal and beneficial owner of it;

(ii)

it is valid and enforceable and nothing has been done, omitted to be done or permitted whereby any of it has ceased or might cease to be valid and enforceable;

(iii)

insofar as it is registered or the subject of an application for a registration:

(A)

accurate particulars of it are set out in parts A, B, C, D and E of schedule 2, including accurate details of (as applicable) registered proprietor or applicant, application and registration numbers, application dates, priority dates, grant dates and renewal dates;

(B)

all relevant registrations and applications have been made by, or are in the name of, the relevant Group Company;

(C)

all application, publication, registration, renewal and other official fees relating to its administration have been duly paid by or on the due dates for payment; and

(D)

there are no facts known to any Group Company which would indicate or suggest that such applications or any of them may fail in any respect to be granted in full;

(iv)

accurate particulars of all Proprietary Software are set out in part F of schedule 2; and

(v)

accurate particulars of all other Owned Intellectual Property (including trade and business names, product and service names used by any Group Company) which is material, unregistered and not the subject of an application for registration are set out in part G of schedule 2.

(b)

The Group Intellectual Property comprises all the Intellectual Property which is necessary for each Group Company to carry on the business and deal with the assets of each Group Company in the manner and places it has been carried on up to the date of this agreement.

(c)

No Intellectual Property has been developed for any Group Company using any funding, personnel or student of any governmental authority or educational institute.

(d)

All Contributors involved in, and other persons who have provided services to any Group Company relating to, the creation or development of any Owned Intellectual Property have executed appropriate valid and enforceable agreements with any relevant Group Company by which all Intellectual Property in their work vests solely in the relevant Group Company or, in the case of Contributors who at all material times were and/or are employees of any Group Company, all their work in relation to the Group Intellectual Property has been carried out in the normal course of their employment duties and in the United Kingdom.

(e)

Each Group Company has complied with all national Applicable Laws and contractual agreements pertaining to the creation or development of Intellectual Property by Employees and there are no outstanding or potential Claims against any Group Company under any Applicable Law or contract providing for Employee compensation in respect of any Intellectual Property developed by Employees.

5.2	Proprietary Software

(a)

Part A of schedule 3 accurately identifies and describes:

(i)

the applicable licence terms for each item of Open Source Code that is contained in, distributed with or used in the development of, any Proprietary Software or from which any Proprietary Software is derived; and

(ii)

the relevant Proprietary Software to which each such item of Open Source Code relates.

(b)

No Proprietary Software contains, is derived from, is distributed with, or is being or was developed using, Open Source Code that is licensed under any terms that:

(i)

impose or could impose a requirement or condition that any Proprietary Software:

(A)

be disclosed or distributed in source code form;

(B)

be licensed for the purpose of making modifications or derivative works; or

(C)

be redistributable at no charge; or

(ii)

otherwise impose or could impose any other material limitation, restriction or condition on the right or ability of any Group Company to use or distribute any Proprietary Software or to enforce Intellectual Property.

(c)

No Proprietary Software has suffered any material failure in functionality or performance.

(d)

In relation to the source code for the Proprietary Software (other than any which is the subject of the Licences-ln):

(i)

the relevant Group Company has in its possession, in a secure repository, a complete and up-to-date copy of the source code for each item of the Proprietary Software, such source code being fully documented in a recognised computer programming language, so as to enable it to be compiled or interpreted into equivalent object code, together with all associated documentation, code, data, libraries, tools and other items and material necessary or desirable to enable a reasonably skilled computer programmer fully to understand, use, reproduce, modify, enhance and maintain the Proprietary Software;

(ii)

no person (other than the relevant Contributors and any Group Company and its current and duly authorised Employees) has, or has had, any such source code in its possession or control;

(iii)

there is no agreement (including any licence or escrow agreement) in force under which any third party may become entitled to possess or use any such code; and

(iv)

no person is entitled to require such an agreement to be entered into by any Group Company.

5.3	Encumbrances and restrictions

(a)

None of the Owned Intellectual Property:

(i)

is subject to any Encumbrance; or

(ii)

is subject to any other agreement restricting its use by any Group Company (including any delimitation or co-existence agreement or agreement limiting use by territory, field, persons or as to time), other than as expressly set out in the Intellectual Property Agreements.

(b)

None of the Group Intellectual Property will be restricted as to its exploitation, or will be lost, terminated, or rendered liable to a right of termination, assignment or licence to a third party, by virtue of the execution of this agreement or the transaction effected by the Transaction Documents.

5.4	Infringements, oppositions, Claims etc.

For the purposes of Warranties 5.4(a), 5.4(b), and 5.4(c), to “infringe” in relation to Intellectual Property includes to pass off, misuse or misappropriate Intellectual Property or to compete unfairly, and “infringed” and “infringement” have corresponding meanings.

(a)

No activity of any Group Company, and, so far as the Warrantors are aware, of any licensee of any Group Company, as carried on now and in the period since the Incorporation Date has infringed, does infringe or, so far as the Warrantors are aware, is likely to infringe any Intellectual Property of any third party.

(b)

There have not in the period since the Incorporation Date been any, and there are no pending or anticipated allegations, notifications, applications, or Claims:

(i)

by any third party that the business of any Group Company, or of any licensee of any Group Company, infringed or infringes any Intellectual Property of any third party; or

(ii)

for invalidity, revocation, opposition, compensation or otherwise in respect of any Group Intellectual Property,

and the Seller is not aware of any facts or circumstances which could give rise to such allegation, notification, application or Claim.

(c)

There have not in the period since the Incorporation Date been any, and there are no pending or anticipated allegations, notifications, applications or Claims by any Group Company or by any licensee of any Group Company:

(i)

against a third party alleging infringement of any Group Intellectual Property; or

(ii)

for invalidity, revocation, opposition, compensation or otherwise in respect of the Intellectual Property of any third party,

and the Seller is not aware of any facts or circumstances which could give rise to any such allegation, notification, application or Claim.

(d)

There are no circumstances which:

(i)

entitle or could entitle a third party to a licence, permission or consent to exploit or assignment of or in respect of any Owned Intellectual Property;

(ii)

entitle or could entitle a third party to call for or exercise a right to use or work under any Owned Intellectual Property; or

(iii)

provide a third party with a defence to patent infringement proceedings in respect of any Owned Intellectual Property under section 44 Patents Act 1977, section 2 or section 18 Competition Act 1998 or under any provision having an equivalent effect in any jurisdiction.

5.5	Intellectual Property Agreements

(a)

A complete and accurate list of all:

(i)

Licences-ln is set out in part A of schedule 3;

(ii)

Development Contracts is set out in part B of schedule 3; and

(iii)

other Intellectual Property Agreements is set out in part C of schedule 3.

(b)

No Group Company has entered into any Licenses Out.

(c)

Complete and accurate copies of all Intellectual Property Agreements have been Disclosed.

(d)

The Intellectual Property Agreements are valid and binding and none of them will be breached, lost, terminated, rendered liable to any right of termination or assignment or their terms amended by virtue of the execution of this agreement or the transaction effected by the Transaction Documents.

(e)

No party to an Intellectual Property Agreement is in breach of its terms and no allegation, notification or application has been made or dispute or Claim has arisen in relation to any Intellectual Property Agreement, nor is the Seller aware of any facts or circumstances which might give rise to any such allegation, notification, application, dispute or Claim.

(f)

There are no royalties, licence fees, other fees or consideration (including non-monetary consideration) payable by any Group Company in connection with any Group Intellectual Property other than:

(i)

the application, publication, registration, renewal and other official fees relating to the administration of the Group Intellectual Property; and

(ii)

those expressly set out in the Licences-ln listed in part A of schedule 3.

5.6	Confidential information

To the extent that information of a confidential nature (including know-how, trade secrets and customer lists) is or has been used or exploited by any Group Company, such information has been kept confidential (except for any of it which has come into the public domain lawfully and not through a breach of confidence) and has not been disclosed to any third party, except under the terms of a written, binding confidentiality agreement.

5.7	Data protection

(a)

Each Group Company has fully complied at all material times and as at Completion fully complies with all Data Protection Laws including:

(i)

where necessary, the requirements relating to notification and/or registration of processing of Personal Data;

(ii)

the requirement to implement appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;

(iii)

where necessary, the obtaining of an agreement with each data processor appointed by any Group Company which requires such processor to comply fully with Data Protection Laws;

(iv)

the requirement not to transfer any Personal Data outside of the European Economic Area without having complied with all applicable Data Protection Laws in relation to such transfers;

(v)

dealing with all subject access requests from data subjects;

(vi)

where necessary, the obtaining of consent to data processing and/or direct marketing activity; and

(vii)

where necessary, the obtaining of any approval, consultation and/or agreement of any applicable works councils or such similar worker representation bodies.

(b)

No Group Company has been the subject of an audit by any Competent Authority in relation to Data Protection Laws in the period since the Incorporation Date.

(c)

No Group Company has received any notice, complaint or Claim from any individual, third party and/ or regulatory authority alleging non-compliance with Data Protection Laws (including any prohibition or restriction on the transfer of data to any jurisdiction) or claiming compensation for or an injunction in respect of non-compliance with Data Protection Laws.

(d)

No Group Company has suffered a material data breach or loss of Personal Data or confidential information in the period since the Incorporation Date.

(e)

No Group Company has been notified of a data breach or loss of Personal Data or confidential information suffered, in the period since the Incorporation Date, by any third party which (including in relation to a Computer Contract) that impact on any Group Company’s data.

(f)

The Group Companies have a data breach response plan, which plan has been tested.

(g)

Each relevant Group Company has obtained valid consent from all data subjects and, where required under the Data Protection Laws, their explicit consent to the transfer of their Personal Data by the Seller to the Buyer and to the processing of their Personal Data in accordance with the Buyer’s activities.

6.	Part 6 - The Computer Systems and Computer Contracts

6.1	Computer Systems

(a)

Accurate particulars of the Computer Systems are set out in part A of schedule 4.

(b)

The Computer Systems are owned by the relevant Group Company or licensed, leased or supplied to the relevant Group Company under one or more valid and binding Computer Contract(s), each of the Group Companies has the right to use the Computer Systems and the right of each of the Group Companies to use the Computer Systems will not be affected by the execution of this agreement or the transaction effected by the Transaction Documents.

(c)

Where any element of the Computer Systems is owned by any Group Company, the relevant Group Company is the legal and beneficial owner of that element of the Computer Systems free from Encumbrances and no other person has any claim or right in respect of any element of the Computer Systems.

(d)

The Computer Systems (and each part of them):

(i)

have functioned consistently (except for any pre-planned outage whilst maintenance or upgrade work has been carried out) and accurately since being installed and will not need replacing in whole or in part for at least two years following Completion;

(ii)

comprise all computer hardware (including virtual hardware), software (including source code and object code), firmware, databases, websites, mobile applications, cloud-based computing services (including software-as-a-service, platform-as-a-service and

infrastructure-as-a-service), network and telecommunications equipment, computer peripherals and/or accessories, and all technical and operational manuals, guides and other documentation associated with any of the foregoing that are necessary to enable each of the Group Companies to carry on business in the same manner and to the same extent as it has been carried on in the period since the Incorporation Date;

(iii)

have been and are being properly and regularly maintained (including being fully and effectively patched) and have the benefit of appropriate support and maintenance agreements;

(iv)

have the capacity and are of a suitable technical specification necessary to fulfil the present and foreseeable requirements of the business of each of the Group Companies; and

(v)

have not materially failed to function at any time during the period since the Incorporation Date.

(e)

The Group Companies have in place appropriate, adequate and documented policies and procedures (details of which have been Disclosed) for ensuring the security of the Computer Systems and the confidentiality and integrity of all data stored in or processed by them, and such policies and procedures have been and are being complied with.

(f)

The Group Companies have, and have had in the period since the Incorporation Date, adequate procedures for testing the security of the Computer Systems, including undertaking third party penetration and/or vulnerability testing (including across IP addresses) on at least an annual basis, and the results of such testing do not include any risks categorised as ‘very high’, ‘high’ or equivalent.

(g)

The Computer Systems employ appropriate technological measures such as data loss prevention software, to allow the Group Companies to identify potential loss of Personal Data and confidential information.

(h)

The Group Companies have activated any relevant logging capability relating to activity on the Computer Systems and retain such logs.

(i)

The Group Companies have in place appropriate, adequate and documented back-up, business continuity, disaster recovery and other systems, arrangements, plans and procedures (details of which have been Disclosed) to enable the business of each Group Company to continue without material adverse change in the event of a failure of any of the Computer Systems or occurrence of any event or circumstance which might otherwise result in a failure of any of the Computer Systems. Such systems, arrangements, plans and procedures have been tested in the period since the Incorporation Date and no shortcoming has been revealed.

(j)

The Group Companies have a sufficient number of Employees who are technically competent and appropriately trained to ensure the proper operation of the Computer Systems.

(k)

Each Group Company has complied at all times and as at Completion complies with Cyber Security Laws.

6.2	Computer Contracts

(a)

A complete and accurate list of all Computer Contracts is set out in part B of schedule 4 and complete and accurate copies of all Computer Contracts have been Disclosed.

(b)

The Computer Contracts are valid and binding and none of them will be breached, lost, terminated, rendered liable to any right of termination or assignment or their terms amended by virtue of the execution of this agreement or the transaction effected by the Transaction Documents.

(c)

No party to a Computer Contract is in breach of its terms and no allegation, notification or application has been made or dispute or Claim has arisen in relation to any Computer Contract, nor is the Seller aware of any facts or circumstances which might give rise to any such allegation, notification, application, dispute or Claim.

(d)

Other than those expressly set out in the Computer Contracts, there are no royalties, licence fees, other fees or consideration (including non-monetary consideration) payable by any Group Company in connection with any of the Computer Systems.

(e)

Each Computer Contract that is a software escrow agreement (if any) is with a reputable third party escrow agent which provides that, as a minimum, the source code relating to the deposited software (as modified from time to time) will be made available to the relevant Group Company if the ability or willingness of the applicable third party licensor of such software to maintain or support the software ceases or becomes restricted in a material way.

7.	Part 7 - Employment and Pensions

7.1	Terms and Conditions of Employment

(a)

In respect of each current Employee, there is attached to the Disclosure Letter a spreadsheet giving complete and accurate details of the identities, employment status, commencement date, places of work, normal hours of work (or a statement that there are none), holiday allowance, notice periods and basic annual salaries or fees of all the individuals employed, engaged or appointed by a Group Company (whether under a contract of service or otherwise) or who have been offered employment or engagement (including where accepted and not started) and details of any provisions relating to a change of control of a Group Company.

(b)

All service and employment agreements entered into by any Group Company and in force at the date of this agreement may be terminated by not more than three months’ notice and without payment of compensation or damages (other than any payments arising under statute or payment for unfair dismissal). All consultancy agreements entered into by any Group Company may be terminated by not more than three months’ notice without giving rise to any claim for damages or compensation.

(c)

All agreements entered into by each Group Company with agencies or other organisations to engage temporary or permanent workers will terminate prior to Completion with no liability on any Group Company to make any payment or provide any compensation as a consequence.

(d)

No current Director, Employee or Consultant:

(i)

has given or received notice terminating his office or employment or engagement or altering its terms, and no such person will be entitled as a result of the entering into of this agreement to give notice of termination or claim for any payment or benefit or treat himself as being released from any obligation nor, so far as the Warrantors are aware, are there any facts which suggest that any current Director, Employee or Consultant is likely to leave his office or employment or engagement otherwise than through normal retirement within the 12 months following Completion;

(ii)

is on sick leave which (as the date of this agreement) has continued for more than 14 consecutive days;

(iii)

is on maternity, paternity, parental or adoption leave;

(iv)

is on a fixed term contract; or

(v)

either has made an application to work flexibly or is so doing.

(e)

No amounts due to, or in respect of the current Directors, Consultants or Employees (including PAYE and national insurance and pension contributions) are in arrears or unpaid.

(f)

None of the current Employees has any accrued rights to holiday pay or pay in lieu of holidays which have not been provided for in full in the Management Accounts.

(g)

There are attached to the Disclosure Letter copies of the following documents:

(i)

any staff handbook or written employment policies for each Group Company; and

(ii)

any confidentiality agreements entered into by Employees with any Group Company.

7.2	Variations of Terms and Conditions of Employment

(a)

Since the Management Accounts Date:

(i)

no change has been made in the rate or basis of remuneration, fees or the pension or other benefits paid to or provided for any current Director, Consultant or Employee and, so far as the Warrantors are aware, no changes are due to be considered; and

(ii)

no change has been made in any other terms of employment or the engagement of any current Director, Consultant or Employee as set out in the Disclosure Letter or, so far as the Warrantors are aware, is due to be considered.

(b)

No Group Company has entered into any agreement or, so far as the Warrantors are aware, given any assurance (whether legally binding or not) or created any expectation regarding any future variation in any contract of employment or consultancy agreement or any other agreement imposing an obligation on any Group Company or any expectation by any of its current Directors, Employees or Consultants that it will increase the basis or rates of remuneration or payment or the provision of other benefits to or on behalf of any of its Directors, Employees or Consultants at any future date.

7.3	Employee Incentive Arrangements

(a)

There have been Disclosed each of the following which are now or have at any time in the period since the Incorporation Date been operated by any Group Company and/or the Seller or which any Group Company and/or the Seller is under any obligation to provide at any future date:

(i)

any scheme or arrangement whereby its Directors or Employees or their relevant relatives or dependents may acquire shares or options to acquire shares of any class in any Group Company;

(ii)

any employee trust under which Employees, their relatives or dependents are the beneficiaries or are entitled to receive any benefits;

(iii)

any cash bonus scheme or other employee incentive arrangements not involving the issue of shares; or

(iv)

any arrangement by which any commission or remuneration of any kind payable or due to any of its Directors or Employees may be calculated by reference to the turnover, profits or sales of any Group Company.

(b)

In relation to any share schemes or arrangements of the kind referred to in Warranty 7.3(a):

(i)

copies of all documents governing such share schemes have been attached to the Disclosure Letter;

(ii)

a list of all Employees, Directors or Consultants that have received options or equivalent awards or promises under any such share schemes is set out in the Disclosure Letter;

(iii)

such share schemes have at all times been operating in accordance with their governing rules or terms and all applicable laws;

(iv)

all documents relating to such share schemes which are required to be filed with any regulatory authority have been so filed and all regulatory requirements relating to such share schemes have been complied with;

(v)

all tax clearances and approvals necessary to obtain favourable tax treatment for the operator of such share schemes or their participants have been obtained and, so far as the Warrantors are aware, have not been withdrawn, and so far as the Warrantors are aware no act or omission has occurred which has or would prejudice any such tax clearance or approval; and

(vi)

no Employee or relation or dependent or other participants in any such share schemes has made any claim against any of the Seller or any Group Company.

7.4	Collective Agreements, Industrial Payments and Disputes

(a)

No Group Company is liable to pay any industrial levy nor has it any outstanding undischarged liability to pay any governmental or regulatory authority in any jurisdiction any Taxation, contribution or other impost arising in connection with the employment or engagement by the Group Company of any current or former Employees, Directors or Consultants other than, in the UK, PAYE in respect of Employees and Directors and VAT in respect of Consultants registered for VAT.

(b)

No Group Company has received an application for recognition nor entered into any union membership, security of employment, redundancy, recognition or other collective agreement (whether legally binding or not) with a trade union (whether recognised or unrecognised), association of trade unions, works council, staff association or other organisation or body of Employees, nor, so far as the Warrantors are aware, has any Group Company done any act which might be construed as recognition, nor has any Group Company in respect of any Employee entered into any agreement with any trade union or other employee body representing employees concerning the introduction of new equipment or technology.

(c)

No Group Company operates any industrial training programme, youth opportunities scheme or any similar programmes or schemes.

(d)

No Group Company is involved in, or has been involved in the period since the Incorporation Date, any industrial or trade dispute or any dispute or negotiation regarding a claim of material importance or the dismissal, suspension, disciplining or varying of the terms and conditions of employment of Employee, staff association or other organisation or body of Employees and there are no facts known to any Group Company or the Seller which would be reasonably likely to give rise to any such dispute or negotiation.

7.5	Disciplinary, Grievance and Termination of Employment Matters

(a)

No disciplinary action pursuant to an ACAS Code of Practice or otherwise has been taken against any Employee and no grievance or complaint of sex, race, disability, age, sexual orientation or religion or belief discrimination has been raised by any Employee pursuant to an ACAS Code of Practice or otherwise in the period since the Incorporation Date.

(b)

So far as the Warrantors are aware, there is no fact or matter affecting any Employee which might reasonably be considered grounds for dismissal and no formal warning has been given to any Employee.

(c)

No Director, Employee or Consultant has any claim against any Group Company in respect of any accident or injury or otherwise and, so far as the Warrantors are aware, there is no event which would or be reasonably likely to give rise to any such claim.

(d)

So far as the Warrantors are aware, no liability has been incurred by any Group Company in the period since the Incorporation Date for breach of any contract of service or for services (including consultancy services), for redundancy payments, protective awards or for compensation for wrongful dismissal, unfair dismissal or for failure to comply with any order for the reinstatement or re-engagement of any Employee or Consultant accruing from the actual or proposed termination or variation of any contract of employment or for services (including consultancy services) or arising from the sale of the Sale Shares in accordance with this agreement.

7.6	Group Company Payments

(a)

No gratuitous payment has been made or promised by any Group Company:

(i)

in respect of or contingent on the sale of the Sale Shares; or

(ii)

in connection with the actual or proposed termination, suspension or variation of any contract of employment or engagement of any Director, Consultant or Employee.

(b)

All monies paid or goods or services provided or made available (including by way of the provision of a credit card) by any Group Company either as principal or surety to any of its Directors or Employees whether as an emolument or as reimbursement or otherwise have been properly incurred by that Group Company so as to be deductible in computing its taxable profits and have been declared to HM Revenue & Customs.

7.7	General Matters

(a)

No Group Company is under any present, future or contingent liability to provide any goods, services, accommodation or benefit (whether as remuneration or otherwise) to any of its Directors or Employees, or to any Seller’s Associate.

(b)

No Group Company has made any loans or quasi loans (as defined in the Companies Act) to or entered into any credit transaction (as so defined) with any of its Directors, Employees or third parties.

(c)

So far as the Warrantors are aware, no person has been or is employed by a Group Company who did not or does not have leave to enter or remain in the United Kingdom or otherwise in breach of section 8 of the Asylum and Immigration Act 1996 or sections 15-21 of the Immigration, Asylum and Nationality Act 2006 (as applicable).

(d)

So far as the Warrantors are aware, each Group Company has in relation to each of its Directors and Employees complied with all obligations imposed on it by Article 141 of the Treaty of Rome, the Trade Union and Labour Relations (Consolidation) Act 1992, the Employment Rights Act 1996 and all other statutes, regulations, codes of conduct and practices relevant to the relations between the Group Company and its Directors and Employees.

(e)

In the period since the Incorporation Date the Company has not, so far as the Warrantors are aware, been a party to any relevant transfer as defined in the Regulations nor has the Company failed to comply with any duty to inform and consult any appropriate representative under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (the “Regulations”) or failed to comply with its duty under Regulation 11 of the Regulations.

8.	Part 8 - Pensions

(a)

There is no scheme, agreement, arrangement, practice or ex-gratia promise (in each case whether formal or informal) in relation to which any Group Company has incurred or will incur any liability or responsibility (including any liability for contributions or expenses or for any shortfall in funding, or any liability as trustee or responsibility in respect of any discretionary power) for or in relation to the provision of:

(i)

any pension, lump sum, gratuity or other like benefit payable on retirement, death or withdrawal from service for, in respect of or by reference to any Employee, Director, Consultant, officer or person who has at any time agreed to provide services to any Group Company; or

(ii)

any benefits to be given by reason of disability or sickness or accident for, in respect of or by reference to any person within paragraph (i) above, and no proposal or announcement has been made to any such person about the introduction, continuance, increase or improvement of, or payment of a contribution towards any such scheme, agreement, arrangement or practice.

(b)

No “relevant transfer” has been made to a Group Company under the Transfer of Undertakings (Protection of Employment) Regulations 2006 where the transferring employee had rights relating to an occupational pension scheme which were outside the scope of regulation 10(1) of those Regulations by reason of regulation 10(2) of those Regulations.

(c)

No Group Company nor any person who is an “associate” of or “connected” with it (as defined in the Insolvency Act 1986) has, at any time since 19 December 1996, contributed towards, participated in or had employees who participated in, an occupational pension scheme to which section 75 of the Pensions Act 1995 applies, has applied or can apply.

(d)

Each Group Company has at all times complied with its obligations under Part 1 of the Pensions Act 2008.

9.	Part 9 - Real Property

No Group Company owns or leases, or has at any time since the Incorporation Date owned or leased, any real property.

10.

Part 10 - Taxation

10.1	Accounts and liability for Taxation

(a)

All Taxation of any nature whatsoever for which any Group Company is liable and which has fallen due for payment has been duly paid.

(b)

The Management Accounts make adequate provision for all Taxation for which any Group Company is accountable as at the Management Accounts Date.

(c)

All returns, notices, accounts, statements, computations, information, assessments and registrations which should be or should have been made or provided by each Group Company for any Taxation purpose have been made or provided within applicable time limits and on a proper basis and were at the time and remain accurate and complete and none of them is or is likely to be the subject of any material dispute with HMRC or any other Tax Authority.

(d)

All records which any Group Company is required to keep for Taxation purposes or which would be needed to substantiate any claim made or position taken in relation to Taxation by the relevant Group Company or that may be necessary to compute any liability to Taxation of a Group Company, have been duly kept and are available for inspection at the premises of the relevant Group Company.

(e)

All claims or other requests for any particular treatment relating to Taxation that have been taken into account in computing any amount in the Accounts and the time limit for the making of which has passed have been duly made and are not likely to be disputed or challenged by any Tax Authority.

(f)

No Group Company has entered into any concession, agreement or other formal or informal arrangement with any Tax Authority (not being a concession, agreement or arrangement available to companies generally). No Group Company is subject to a special regime in respect of Taxation.

(g)

No Group Company has paid or become liable to pay, nor are there any circumstances by reason of which it is likely to become liable to pay any interest, penalty, surcharge or fine relating to Taxation.

(h)

No Tax Authority has since the relevant Incorporation Date investigated or indicated that it intends to investigate the Tax affairs of a Group Company nor has any Tax Authority carried out in that period or indicated that it intends to carry out any audit or review in relation to the Tax affairs of a Group Company in each case other than routine compliance checks and audits. No Group Company has since its Incorporation Date been subject to or is currently subject to any investigation, audit, enquiry or visit by any Taxation or excise authority, and neither the Sellers nor any Group Company is aware of any such investigation, audit, enquiry or visit planned for the next 12 months.

(i)

No Group Company is involved in a dispute with any Tax Authority.

10.2	Payments

All rents, interest and other amounts of an income nature paid or payable by any Group Company in the period since the Management Accounts Date, or for which there is a subsisting obligation for any Group Company to pay in the future, are or will be wholly allowable as deductions, reliefs or charges in computing the income of that Group Company for Taxation purposes.

10.3	Deductions and withholdings

(a)

Each Group Company has duly and punctually made all deductions and withholdings in respect, or on account, of any Taxation from any payments made by it which it is obliged or entitled to make and has accounted in full to the appropriate authority for all amounts so deducted or withheld.

(b)

No Group Company has received any notice from any Tax Authority which required or will require any of them to withhold Taxation from any payment made since the Management Accounts Date (in respect of which such withheld Taxation has not been accounted for and paid in full to the appropriate authority).

10.4	Distributions

No distribution or deemed distribution has been made by any Group Company except dividends as shown in its audited accounts, nor is any Group Company bound to make any such distribution.

10.5	Capital gains

(a)

No Group Company has made any claim or elections that could affect the amount of the chargeable gain or allowable loss that would but for such claim arise on a disposal by any Group Company of any of its assets.

(b)

No Group Company has disposed of or acquired any assets since the Management Accounts Date in circumstances such that the sale or disposal price or acquisition cost of the asset would be treated for Taxation purposes as being different from the consideration given or received.

(c)

There has been no reorganisation, amalgamation, or other transaction within the meaning of sections 126 to 140D (inclusive) (Reorganisation of Share Capital, Conversion of Securities etc.) of the Taxation of Chargeable Gains Act 1992 involving any Group Company.

(d)

Neither the execution of this Agreement nor Completion will result in any chargeable asset being deemed to have been disposed of and re-acquired by the Company for any Tax purpose or to the claw-back of any relief previously given.

10.6	Intangible fixed assets

(a)

Each Group Company has drawn up its accounts in accordance with generally accepted accounting practice and has brought into account for Taxation purposes debits under section 728 and section 729 of the CTA 2009.

(b)

No claims or elections have been made by a Group Company under section 827 (transfers to non-UK resident company) or Chapter 7 Part 8 CTA 2009 (roll over relief on realisation and reinvestment) in respect of any intangible fixed asset of a Group Company.

10.7	Tax grouping

(a)

No Group Company has, nor at any time since its Incorporation Date has had, its tax affairs dealt with on a consolidated basis or formed a fiscal unity nor have any of them entered into any tax allocation or sharing arrangement (including any arrangement under which tax losses or tax reliefs are transferred, surrendered or claimed or agreed to be transferred, surrendered or claimed) in respect of its profits, gains or losses other than a group consisting solely of the Group Companies.

(b)

No Group Company has acquired any asset from any other company which was, at the time of the acquisition, a member of the same group of companies as the relevant Group Company.

(c)

The Company has not made or received, and is not obliged to make or entitled to receive, any payment in respect of group relief relating to any period ending on or before Completion.

10.8	Close companies

(a)

No distribution within section 1064 of the CTA 2010 has been made by any Group Company since its Incorporation Date.

(b)

No loan or advance made by or assigned to any Group Company falling within the provisions of sections 455, 459, and 460 of the CTA 2010 is outstanding or has been waived since the Management Accounts Date.

10.9	Tax residence

(a)

Each Group Company has been resident at all times since its incorporation solely in the jurisdiction of its incorporation and is not and has never been treated for any Taxation purpose as resident (or dual-resident) in any other jurisdiction(s).

(b)

No Group Company has at any time since incorporation had a branch, agency or permanent establishment outside the jurisdiction of its incorporation.

10.10

Secondary liability

(a)

No Group Company is, or will become, liable to make any person (including any Tax Authority) any payment in respect of any liability to Taxation which is primarily or directly chargeable against, or attributable to, any other person (other than a Group Company).

(b)

No Group Company has given any warranty, guarantee, indemnity or covenant to any other person in relation to Taxation under which it is or might be required to make a payment.

10.11

Transfer pricing

All transactions or arrangements made by each Group Company have been made on arm’s length terms and the processes by which prices and terms have been arrived at have, in each case, been fully documented to the extent required by law. No notice, enquiry or adjustment has been made by any Tax Authority in connection with any such transactions or arrangement.

10.12

VAT

(a)

Each Group Company is duly registered for VAT purposes in the UK and its registration is not nor has been subject to any conditions imposed or agreed with HMRC and they are not registered or required to be registered outside the UK.

(b)

No Group Company is or has been treated for VAT purposes as a member of any group of companies (other than a group comprising the Group Companies alone).

(c)

Each Group Company has complied with all statutory provisions, rules, regulations, orders and directions concerning VAT, promptly submitted accurate returns and each Group Company maintains full and accurate VAT records, invoices and other requisite documents.

(d)

No Group Company is nor was partially exempt in its current or preceding VAT year and so far as the Warrantors are aware, there are no circumstances by reason of which any Group Company might not be entitled to credit for all VAT chargeable on supplies received and imports and acquisitions made (or agreed or deemed to be received or made) by it since the Management Accounts Date.

(e)

There are no circumstances in which any Group Company has been required to give security or act as agent for any other person for VAT purposes.

10.13

Stamp tax

(a)

Each Group Company has duly paid all stamp duty and all stamp duty reserve tax for which it is or has at any time been liable and no Group Company is liable to pay any penalty, interest or fine in respect of stamp duty or stamp duty reserve tax or to forfeiture of any relief from any such duty, penalty, interest or fine and all documents which affect the right, title or interest of a Group Company to or in its properties, undertaking or assets, or to which a Group Company is a party or in the enforcement of which it is otherwise interested, were duly stamped within the requisite period for stamping.

(b)

Each Group Company has duly filed all land transaction returns required by law to be filed and has paid all stamp duty land tax properly due in respect of such land transactions.

(c)

There is no chargeable interest (as defined under section 48 of the Finance Act 2003) acquired or held by any Group Company in respect of which the Sellers are aware, or ought reasonably to be aware, that an additional land transaction return will be required to be filed with a Tax Authority and/or a payment of stamp duty land tax made on or after the date of this agreement.

(d)

No Group Company is a party to a stampable but unstamped document held outside the United Kingdom.

10.14

Tax avoidance

No Group Company has been a party to, or been involved in, any transaction, scheme or arrangement of which the main purpose (or one of the main purposes) or effect is the avoidance of a liability to Taxation or which could be re-characterised or treated as unenforceable for Taxation purposes.

10.15

Inheritance tax

(a)

No Group Company is liable and there are no circumstances in existence as a result of which it may become liable, to be assessed to inheritance tax or any other Taxation as donor or donee of any gift, or transferor or transferee of value and there are no other circumstances by reason of which any liability in respect of inheritance tax has arisen or could arise to any Group Company.

(b)

There are no circumstances under which any power within section 212 of the Inheritance Tax Act 1984 could be exercised in relation to, and there is no HMRC charge within the meaning of section 237 of the Inheritance Tax Act 1984 attaching to or over, any shares or securities in or assets of any Group Company and there are no circumstances which could lead to any such charge arising in the future.

SCHEDULE 6

Permitted Leakage


Permitted Leakage		Maximum amount of Permitted Leakage in respect of such item
1. Payment of any salaries and other contractual entitlements due from any Group Company to Daniela Cecilio in the ordinary course of business and in accordance with her employment contract (as Disclosed) (plus any Tax on such amounts).		N/A

2. Any payment or transaction specifically provided for under this agreement or under any agreement or arrangement entered into pursuant to this agreement.		N/A

This agreement has been entered into as a deed on the date shown on the first page.


SIGNED as a deed by ASAP54.COM LIMITED acting by a director in the presence of:	) ) ) )
		For and on behalf of	For and on behalf of
Witness Signature:		Wilton Directors (IOM) Limited	Wilton Secretaries Limited

Witness Name:	L HIGNETT

Witness Address	##########

SIGNED as a deed by DANIELA CECILIO in the presence of:	) ) )

Witness Signature:

Witness Name:

Witness Address

SIGNED as a deed by FARFETCH UK LIMITED acting by a director in the presence of:	) ) ) )

Witness Signature:

Witness Name:

Witness Address

This agreement has been entered into as a deed on the date shown on the first page


SIGNED as a deed by ASAP54.COM LIMITED acting by a director in the presence of:	) ) ) )

Witness Signature:

Witness Name:

Witness Address

SIGNED as a deed by DANIELA CECILIO in the presence of:	) ) )

Witness Signature:		##### ##### #####
Witness Name: Witness Address

SIGNED as a deed by FARFETCH UK LIMITED acting by a director in the presence of:	) ) ) )

Witness Signature:		##### ##### #####
Witness Name: Witness Address

EX-10.9 14 d532260dex109.htm EX-10.9 EX-10.9

Exhibit 10.9


DATED		21 December		2017

FARFETCH UK LIMITED

AND

DCN CONSULTANCY SERVICES LIMITED

and

DANIELA CECILIO

CONSULTANCY AGREEMENT

LOGO

5 New Street Square | London EC4A 3TW

Tel +44 (0)20 7300 7000

Fax +44 (0)20 7300 7100

DX 41 London

www.taylorwessing.com

Index


Clause No.		Page No.

1.	Definitions and Interpretation		1
2.	Engagement		2
3.	Term		2
4.	Services		2
5.	Fees		4
6.	Expenses		5
7.	Other Activities		5
8.	Confidential Information and Trade Secrets		5
9.	Restrictive Covenants		7
10.	Inventions and other Intellectual Property		9
11.	Insurance and Liability		10
12.	Authority and Relationship of the Parties		11
13.	Termination		11
14.	Warranties		12
15.	Notices		13
16.	Data protection		13
17.	General		14
18.	Law and Jurisdiction		14

SCHEDULE 1			17

THIS AGREEMENT is made the 21 day of December 2017

BETWEEN

(1)	FARFETCH UK LIMITED, whose company number is 06400760 and whose registered office is at The Bower, 211 Old Street, London, England, EC1V 9NR (the “Company”);

(2)	DCN CONSULTANCY SERVICES LIMITED, a company registered in England & Wales whose company number is 11077042 and whose registered office is at 26 Grosvenor Street, London, United Kingdom, W1K 4QW (the “Consultancy”): and

(3)	DANIELA CECILIO of ########## (the “Executive”).

INTRODUCTION

(A)	The Company wishes to retain the services of the Consultancy and the Consultancy has agreed to provide such services to the Company on the terms set out in this agreement.

AGREED TERMS

1.	Definitions and Interpretation

1.1	In this agreement and the recitals and schedules the following expressions shall have the following meanings:

“Board” means the board of directors of the Company from time to time and includes any committee of the board of directors duly appointed by it;

“Business Day” means any day other than a Saturday or Sunday or any other day which is a public holiday in the place or places at which the transaction in question is being effected or the notice in question is effected;

“Commencement Date” means 1^st November 2017;

“Group” means the Company and its Group Members;

“Group Member” means the Company and any “group undertaking” (as defined in section 1161 of the Companies Act 2006) of the Company;

“Intellectual Property Rights” means patents, rights to inventions, registered and unregistered trade and service marks, copyrights, rights in the nature of copyright, registered designs and unregistered design rights, rights in know how and all other intellectual property rights and analogous rights as may exist anywhere in the world for the full term of those rights together with all reversions, revisions, extensions and renewals, all registrations and pending registrations, the benefit of any pending applications for such registrations and the right to apply for registrations or for the protection of such rights and all rights of action, powers or benefits belonging or accrued in relation to such rights (including the right to sue for and recover damages for past infringement);

“Services” means the services specified in clause 4.1 and schedule 1; and

“Termination Date” means the date this agreement terminates for whatever reason.

1.2	In this agreement and the recitals and the schedules:

(a)

reference to any statute or statutory provision includes a reference to that statute or statutory provision as amended, extended or re-enacted and to any regulation, order, instrument or subordinate legislation under the relevant statute or statutory provision;

(b)

reference to the singular includes a reference to the plural and vice versa;

(c)

reference to any recital, clause, clause or schedule is to a recital, clause, clause or schedule (as the case may be) of or to this agreement;

(d)

reference to any gender includes a reference to all other genders;

(e)

references to persons in this agreement include bodies corporate, unincorporated associations and partnerships and any reference to any party who is an individual is also deemed to include their respective legal personal representative(s); and

(f)

the headings to clauses are for convenience only and shall not affect the construction or interpretation of this agreement.

2.	Engagement

The Company agrees to engage the Consultancy for the provision of the Services and the Consultancy agrees to provide the Services through its employee the Executive on the terms and conditions set out in this agreement.

Term

This agreement shall commence on the Commencement Date and shall continue for a period of twelve months unless and until terminated by either the Company or the Consultancy giving to the other no less than one week’s written notice.

4.	Services

4.1

With effect from the Commencement Date, the Consultancy shall provide the Services to the Company and to any Group Member as directed by the Company and such other services consistent with the Services as may from time to time be vested in or assigned to it by the Board whether for a specific purpose as determined by the Board or to provide the Services generally. The specific terms of the Services to be provided are set out in schedule 1 to this agreement.

4.2

The Consultancy shall provide the Services through its employee, the Executive. The Consultancy shall procure that the Executive, when providing the Services, shall devote her full time, knowledge, skill and care to the provision of the Services. The Consultancy may, with the prior written approval of the Company and subject to the following proviso, appoint a suitably qualified and skilled substitute for the Executive (the “Substitute”), provided that the Substitute shall be required to enter into direct undertakings with the Company, including with regard to confidentiality. If the Company accepts the Substitute, the Consultancy shall continue to invoice the Company in accordance with clause 5 and shall be responsible for the remuneration of the Substitute.

4.3	The Services shall be provided for such hours and at such places as are necessary for the proper performance of the Seryices.

4.4

Without prejudice to the provisions of clause 4.1, the Consultancy may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the Company will not be liable to bear the cost of such functions.

4.5

It is agreed between the parties that the Consultancy, through its employee the Executive, shall not be required to provide the Services at such times (up to a maximum of five weeks in any calendar year) as the Executive is on holiday, such holiday to be taken at times agreed in writing with the Company.

4.6	The Consultancy and the Executive undertake that:

(a)

the Consultancy and the Executive shall promptly give to the Board or to whomsoever the Board may lawfully direct (in writing if so requested) all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the business of the Company or any Group Member;

(b)

the Consultancy and the Executive shall comply with all reasonable standards of safety, take due regard and comply with the safety regulations of the Company and of any Group Member and all relevant statutory provisions which may be in force from time to time, and report to the Company any incident which could give rise to any unsafe working conditions or practices;

(c)

the Executive shall comply with the Company’s policies on social media, use of information and communication systems; anti-harassment and bullying; travel; and any other procedures and policies which are notified as applying to the Executive from time to time;

(d)

the Consultancy and the Executive shall take all reasonable steps to offer to the Company any opportunities of which the Consultancy or the Executive become aware of during the term of this agreement which relate to the business of the Company or any Group Member or which might reasonably be of benefit to the Company or any Group Member. Such offer should be made to the Company as soon as practicable after the same shall have come to the Consultancy or the Executive’s knowledge and in any event before the same shall have been offered by the Consultancy or the Executive to any other party;

(e)

the Executive shall travel to such places (whether within or outside the United Kingdom) and in such manner and on such occasions as the Board may from time to time require in connection with the provision of the Services;

(f)

neither the Consultancy nor the Executive shall at any time during the term of this agreement or thereafter make or cause or permit to be made any untrue or misleading statement in relation to the provision of the Services or any products or services designed, manufactured, distributed or provided by the Company or by any Group Member or in relation to any Group Member;

(g)

neither the Consultancy nor the Executive shall at any time during the term of this agreement or thereafter do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the Company or its officers, employees, agents or consultants or any Group Member or its officers, employees, agents or consultants;

(h)

the Consultancy and the Executive shall ensure that the time committed by the Executive to the provision of the Services is accurately recorded to the satisfaction of the Company;

(i)

they will comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);

(j)

they will not engage in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

(k)

they will comply with the Company’s Anti-bribery and Anti-corruption Policies from time to time (“Relevant Policies”);

(l)

they have and shall maintain in place throughout the term of this agreement their own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, Relevant Policies and clause 4.6(h), and will enforce them where appropriate;

(m)

they will immediately notify the Company if a foreign public official becomes an officer or employee of the Consultancy or acquires a direct or indirect interest in the Consultancy (and the Consultancy warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this agreement); and

(n)

they will ensure that all persons associated with the Consultancy or other persons who are performing services or providing goods in connection with this agreement comply with this clause 4.6.

4.7	If written notice pursuant to clause 13 is given by the Company to the Consultancy to terminate this agreement the Company may notwithstanding any other terms of this agreement:

(a)

require the Consultancy through its employee the Executive to perform such services as the Company may designate so long as such services are not demeaning; or

(b)

require no services to be performed under this agreement,

until the expiry of the notice period on condition that the Company will continue to pay the Fee to the Consultancy in accordance with clause 5.1.

4.8

The Consultancy shall not be obliged to make the services of the Executive available to the Company when the Executive is unable to work due to illness or injury provided that in the event of the Executive’s illness or injury the Consultancy shall advise the Company of such illness or injury as soon as is reasonably practicable, giving details of the illness or injury and its likely duration and, if required by the Company, providing a medical certificate in respect of the Executive. No fee shall be payable in accordance with clause 5 in respect of any period during which the Services are not provided.

Fees

5.1	The Company shall (subject to receipt by the Company of appropriate invoices in accordance with clause 5.2) pay to the Consultancy a fee at the rate of £700 per day exclusive of Value Added Tax (the “Fee”).

5.2

The Fee shall accrue from day to day (Business Days only to be included) during the month in which the Services are provided and be payable on the last Business Day of every month. Payment of the Fee shall only be made by the Company on receipt from the Consultancy of an appropriate invoice for this purpose. Invoices should be sent to ##########@farfetch.com, marked for the attention of Matt Hann.

5.3	Payment in full or in part of the fees claimed under this clause 5 or any expenses claimed under clause 6 shall be without prejudice to any claims or rights of the Company or any Group Member against the Consultancy or the Executive in respect of the provision of the Services.

6.	Expenses

6.1

The Company will reimburse to the Consultancy all reasonable travelling, hotel, entertainment and other out-of-pocket expenses which the Consultancy through its employee the Executive may from time to time reasonably and properly incur in connection with the provision of the Services provided always that:

(a)

such expenses have been agreed in advance and that no such expenses will be paid until receipt by the Company of the written statements referred to in clause 6.2;

(b)

no single expense in excess of £200 shall be incurred without the prior written consent of the Board; and

(c)

all travel shall be booked through the Farfetch travel service in accordance with the Farfetch travel policy in place from time to time.

6.2	Expenses should be set out in written statements (accompanied by the relevant receipts and vouchers) to be submitted by the Consultancy to the Company as soon as practicable following the last Business Day of the month in which such expenses were incurred.

7.	Other Activities

7.1

During the term of this agreement, nothing in this agreement shall prevent the Consultancy or the Executive from providing services to, or undertaking, any other business or profession or being or becoming an employee, consultancy or agent of any other company, firm or person or assisting or having any financial interest in any other business or profession provided that:

(a)

such activity does not cause a breach of any of the obligations set out in clauses 4 and 8;

(b)

neither the Consultancy nor the Executive shall engage in any such activity if it relates to a business competing or intending to compete with the business of the Company; and

(c)

the Consultancy and the Executive shall give priority to the provision of the Services to the Company over any other business activities undertaken by it during the term of this agreement.

7.2	The Consultancy and the Executive shall immediately disclose to the Company any conflict of interest which arises in relation to the provision of the Services as a result of any present or future appointment, employment or other interest of the Consultancy or the Executive.

8.	Confidential Information and Trade Secrets

8.1

The Consultancy and the Executive acknowledge that in the ordinary course of performing the Services pursuant to this agreement it and she will be exposed to information about the Company’s business and the business of other Group Members and that of its/their suppliers and customers which amounts to a trade secret, is confidential or is commercially sensitive and which may not be readily available to others engaged in a similar business to that of the Company or to other Group Members or to the general public.

8.2

The Consultancy and the Executive shall keep secret and shall not at any time either during this agreement, or after its termination, for whatever reason, use communicate or reveal to any person for its, her or their own or another’s benefit, any secret or confidential information either in whole or in part concerning the business, finances or organisation of the Company or any other Group Member, its or their suppliers or customers which shall have come to its, her or their knowledge during the course of this agreement. The Consultancy and the Executive shall also use their best endeavours to prevent the publication or disclosure of any such information.

8.3	For the purposes of this clause and by way of illustration and not limitation information will prima facie be secret and confidential if it is not in the public domain and relates to:

(a)

raw materials;

(b)

research and developments;

(c)

formulae, formulations;

(d)

methods of treatment, processing, manufacture or production, process and production controls including quality controls;

(e)

suppliers and their production and delivery capabilities;

(f)

customers and details of their particular requirements;

(g)

costings, profit margins, discounts, rebates and other financial information;

(h)

marketing strategies and tactics;

(i)

current activities and current and future plans; or

(j)

the Works (as later defined).

8.4

All documents, including without limitation materials, records, correspondence, diaries, papers, notes, memoranda, facsimiles, computer disks and information on whatever media and wherever located and whether or not confidential or a trade secret created by the Consultancy or the Executive during the course of this Agreement shall be and remain the property of the Company and the Company shall be the absolute beneficial owner of the copyright in any such document.

8.5

The Consultancy and the Executive shall at any time during the continuance of this agreement if so required by the Company, and in the event of the termination of this agreement for whatever reason (whether lawfully or otherwise), immediately surrender to the Company all original and copy documents in their possession, custody or control (including, without limitation, all books, documents, papers, keys, materials) belonging to the Company or to any Group Member or relating to the business of the Company or to any Group Member together with any other property belonging to the Company or to any Group Member.

8.6

The Consultancy and the Executive shall, if requested by the Company, irretrievably delete any information relating to the business of the Company or any member of the Group stored in any magnetic or optical disc or memory and all matter derived from them which is in their possession, custody, care or control outside the premises of the Company or any Group Member and in each case shall produce such evidence of deletion as the Company may require.

8.7	The restrictions and obligations contained in clause 8 shall not apply to:

(a)

any disclosure or case authorised by the Company or required in the ordinary and proper course of the implementation of this agreement or as required by the order of a court of competent jurisdiction or an appropriate regulatory authority; or

(b)

any information which the Consultancy or the Executive can demonstrate was known to the Consultancy or the Executive prior to the commencement of this agreement or is in the public domain otherwise than as a result of a breach of this clause.

9.	Restrictive Covenants

Definitions

9.1	For the purposes of this clause the following words have the following meanings:

“Customer” means any customer or client of the Company in connection with the Restricted Business or any other person, firm or company to whom the Company has presented or approached or with whom the Company has negotiated with a view to that person becoming a customer or client of the Company in connection with the Restricted Business and who became a customer or client within six months following the Termination Date and in each case provided that during the six month period immediately prior to the Termination Date the Consultancy or the Executive has dealt or sought to deal on behalf of the Company or in connection with this agreement with that customer or client or person, firm or company or the Consultancy and/or the Executive has been responsible during such period for the account of or for managing any business relationship with that customer or client or person firm or company;

“Restricted Business” means the business of the Company at the Termination Date but limited to services of a kind with which the Consultancy or the Executive was concerned or involved in the course of this engagement during the six month period immediately prior to the Consultancy ceasing to be engaged or for which the Consultancy or the Executive has been responsible during such period;

“Restricted Person” means any person who has at any time in the period of six months prior to the Termination Date been employed by the Company or who is a consultant to the Company and in either case works in a senior executive or a senior technical or a senior advisory capacity in the Restricted Business and who was known to or worked with the Consultancy or the Executive during that period.

Duties and obligations

9.2	The Consultancy and the Executive acknowledge that:

(a)

their primary duty under this agreement is to ensure the Services referred to in this agreement are provided;

(b)

the information gained by it or her in the provision of the Services is not or may not be known by the general public or by the majority of those engaged in the business of the Company;

(c)

by virtue of this agreement and engagement the Consultancy and the Executive will obtain confidential information as to the business, operations and organisation of the Company including names of customers and their operations which belongs exclusively to and is of substantial value to the Company; and

(d)

the Services to be provided under this agreement are expected to be of a special nature as provided for in schedule 1 to this agreement, and that accordingly the Consultancy and the Executive agree to be bound by this clause 9 in order to protect the legitimate interests of the Company.

Non-solicitation of customers

9.3

Neither the Consultancy nor the Executive shall for a period of six months after the Termination Date either personally in the case of the Executive or by an agent in the case of the Executive and the Consultancy and either on her or its own account or for or in association with any other person directly or indirectly canvass, solicit, approach or seek out or cause to be canvassed, solicited, approached or sought out any Customer for orders or instructions in respect of any goods or services provided or supplied by the Company or substantially similar to such goods or services in connection with the Restricted Business.

Non-dealing with customers

9.4

Non-solicitation of Restricted Persons

9.5

Neither the Consultancy nor the Executive shall during the term of this agreement, or for a period of six months after the Termination Date either personally in the case of the Executive or by an agent in the case of the Executive and the Consultancy and either on her or its own account or for or in association with any other person directly or indirectly solicit or endeavour to entice away from the Company any Restricted Person or induce any Restricted Person to breach their contract of employment or break their relations or engagement with the Company or encourage a Restricted Person to resign.

Non-interference with supplies

9.6

Neither the Consultancy nor the Executive shall for a period of six months after the Termination Date either personally in the case of the Executive or by an agent in the case of the Executive and the Consultancy and either on her or its own account or for or in association with any other person directly or indirectly interfere or seek to interfere or take such steps as may be likely to interfere with the continuance of supplies to the Company in respect of the Restricted Business (or the terms relating to such supplies) from any supplier or seek to damage the relationship between any supplier and the Company who has supplied goods or services to the Company in the six month period immediately prior to the Termination Date.

Non-competition

9.7	The Consultancy or the Executive shall not for the period of three months after the Termination Date whether directly or indirectly:

(a)

take up or hold any office in connection with any business which is engaged or is intended to be engaged in the Restricted Business;

(b)

take up or hold any post or position which enables or permits the Consultancy and/or the Executive to exercise whether personally in the case of the Executive or by an agent in the case of the Executive and the Consultancy and whether on her or its own account or in association with or for the benefit of any other person either a controlling influence over any business which is engaged or is intended to be engaged in the Restricted Business; or

(c)

take up or hold any employment or consultancy in connection with any business which is engaged or is intended to be engaged in the Restricted Business,

which would have the necessary or probable result of the Consultancy and/or the Executive being engaged in business activities which are the same or similar to the Restricted Business.

9.8

Where, during the period of six months prior to the Termination Date, the Consultancy or the Executive were engaged in or responsible for the business of any member of the Group (each of which member of the Group is hereinafter called “Relevant Company”), in addition to the covenants given in clauses 9.3 to 9.7 the Consultancy and the Consultancy hereby covenant with the Company (which for the purposes of this paragraph shall act as trustee for each Relevant Company) in relation to each of the clauses 9.3 to 9.7 inclusive as if every reference therein to the Company was a reference to the Relevant Company and the definitions of “Customer”, “Restricted Business” and “Restricted Person” in clause 9.1 apply with the substitution of “the Relevant Company” for the Company.

9.9

The Consultancy and the Executive undertake with the Company that it and she will observe any substitute restrictions (in place of those set out in clauses 9.3 to 9.8) as the Company may from time to time specify in writing which are in all respects less restrictive in extent than those specified in clause 9.3 to 9.8.

9.10

If any breach or violation of any of the terms of clauses 9.3 to 9.8 inclusive occurs, the Consultancy and the Executive and the Company agree that damages alone might not compensate for such breach or violation and that in those circumstances injunctive relief would be reasonable and essential to safeguard the interests of the Company and that an injunction in addition to any other remedy may accordingly be obtained by the Company. No waiver of any such breach or violation shall be implied by the fact that the Company for the time being and for whatever reason takes no action in respect of such breach or violation.

9.11	The Consultancy and the Executive fully understand the meaning and effect of the covenants given by them above and acknowledge and accept that such covenants are fair and reasonable in all the circumstances at the time this agreement was made.

10.

Inventions and other Intellectual Property

10.1	The parties foresee that the Executive may make inventions or create other industrial or intellectual property in the course of the provision of the Services.

10.2

Any discovery, development, invention, improvement, design, process, formula, information, computer program, semi-conductor or other topography, copyright work (including drawings, designs, graphics, reports and typographical arrangements), business, or trade name or get-up (whether capable of being patented or registered or not) made, created, devised, developed or discovered by the Executive either alone or with any other person during the course of this agreement or capable of being used or adapted for use by the Company or in connection with the business of the Company (“Works”) shall be disclosed promptly in writing to the Company and shall belong to and be the absolute property of the Company or such Group Member as the Company may direct.

10.3

The Consultancy and the Executive hereby assign with full title guarantee to the Company all existing and future Intellectual Property Rights in the Works. Insofar as they do not vest automatically under this agreement the Consultancy and the Executive agree to hold legal title in such Works on trust for the Company.

10.4	The Executive if and whenever required to do so by the Company shall at the expense of the Company:

(a)

apply or join with the Company in applying for letters patent, registered design, trade mark or other protection or registration in the United Kingdom and in any other part of the world for any Works;

(b)

execute and do all instruments and things necessary for vesting such patents, registered designs, trade marks or other protection or registration when obtained and all right title and interest to and in the same absolutely and as sole beneficial owner in the Company or in such other person as the Company may specify; and

(c)

sign and execute all such documents, and do all such things as the Company may reasonably require in respect of any proceedings in respect of such applications and any publication or application for revocation of such patent, registered designs, trade marks or other protection.

10.5

The Executive hereby irrevocably and unconditionally waives all rights under Chapter IV Copyright, Designs and Patents Act 1988 and any other moral rights which she may have in the Works in connection with her authorship of any existing or future copyright work in the course of the provision of the Services, in whatever part of the world such rights may be enforceable, including, without limitation:

(a)

the right conferred by section 77 of that Act to be identified as the author of any such work; and

(b)

the right conferred by section 80 of that Act not to have any such work subjected to derogatory treatment.

10.6	The Executive irrevocably appoints the Company to be her attorney and in her name and on her behalf to execute and do any such instrument or thing and generally to use her name for the purpose of giving to the Company the full benefit of this clause.

11.

Insurance and Liability

11.1

The Consultancy shall take out and maintain full and comprehensive insurance policies for fraud, wilful default, negligence, infringement of third party intellectual property rights, employers’ liability and public liability in respect of the provision of the Services by the Consultancy and the Executive to the Company under this agreement at a level of cover and on terms reasonably acceptable to the Company and shall notify the insurers of the Company’s interest and shall cause such interest to be noted on the policies. The Consultancy shall supply to the Company on request copies of such policies and evidence that premiums on them have been paid.

11.2

This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Consultancy will be fully responsible for the payment of all remuneration payable to and any benefits provided for the Executive under her contract of employment with the Consultancy including any income tax, national insurance and any other form of taxation or social security cost in respect of her remuneration or benefits. The Consultancy and the Executive will jointly and severally indemnify and keep indemnified the Company and each and every Group Member for and in respect of any income tax, value added tax and national insurance and social security contributions and any other liability, loss, damage, cost, expense, deduction, contribution, assessment or claim the Company or any Group Member suffers or incurs as a result of any claims against the Company or any Group Member for such sums and other claims or findings arising out of the Executive being found to be an employee of the Company. The Consultancy and the Executive will further jointly and severally

indemnify the Company and each and every Group Member against all reasonable costs and expenses and any penalty, fine or interest incurred or payable by the Company in connection with or in consequence of any further liability, deduction, contribution, assessment or claim including any claim by any third party other than where such liability, deduction or contribution arising out of the assessment or claim or finding arises out of the Company’s negligence or wilful default.

11.3

The Company may at its option satisfy such indemnity referred to in clause 11.2 without prejudice to such indemnity (in whole or in part) by way of deduction from the fees or expenses to be paid by the Company under this agreement. The Company shall be entitled to deduct from any amounts payable to the Consultancy and all amounts so paid or required to be paid by it and, to the extent that any amount of taxes paid or required to be paid by the Consultancy shall exceed the amounts payable by the Company to the Consultancy, the Consultancy shall indemnify the Company in respect of such liability and shall, upon demand, reimburse the Company such excess.

11.4	The Consultancy and the Executive undertake that the Executive will notify HM Revenue & Customs of her fees on her self-assessment return.

12.

Authority and Relationship of the Parties

12.1

The Executive is an employee of the Consultancy and at no time will the Consultancy or the Executive hold the Executive out as being an employee of the Company or any Group Member. Nothing in this agreement shall be construed or have effect as construing any relationship of employer and employee between the Company and the Consultancy or between the Company and the Executive.

12.2	The Consultancy and the Executive shall not assume, create or incur any liability or obligation on behalf of the Company or any Group Member (and acknowledge that neither the Consultancy nor the Executive has the right to do so) save as specifically authorised in writing by the Company.

12.3	The Executive shall not fulfil any management function at the Company other than that allotted to her, nor shall she have authority to give the Company’s employees any instruction.

12.4

The Consultancy and the Executive undertake that neither shall, at any time after the termination of this agreement for whatever reason, either personally in the case of the Executive or by an agent in the case of the Consultant and the Executive, directly or indirectly represent herself or itself, and shall procure that any such agent shall not represent itself, as being in any way connected with or interested in the business of the Company.

12.5	Neither the Consultancy nor the Executive shall assign this agreement to any person nor shall it or she sub-contract or delegate to any person any of her or its responsibilities under this agreement without the prior written consent of the Company.

12.6	None of the parties to this agreement is the partner of any other and nothing in this agreement shall be construed or have effect as rendering the Consultancy or the Executive a partner or an employee of the Company.

13.

Termination

13.1

Without prejudice to the provisions of clause 3 the Company and the Consultancy have the right to terminate this agreement immediately by notice in writing to the other parties and without any liability to make any further payment to the Consultancy (other than in respect of amounts accrued up to termination) upon the happening of any of the following events:

(a)

if there is a material breach by any of the parties to this agreement of any of the covenants, obligations or stipulations to be performed or observed by the Consultancy, by the Executive or the Company under this agreement;

(b)

if the Company or the Consultancy makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding-up order is made or an administrator or receiver is appointed in relation to the Consultant Company (other than for the purpose of a reconstruction); or

(c)

if the Executive becomes bankrupt or makes any arrangement with or for the benefit of her creditors or has a county court administration order made against her under the County Court Act 1984.

13.2	The Company shall have the further right to terminate this agreement immediately by notice in writing to the Consultancy upon the happening of any of the following events:

(a)

if the Executive becomes of unsound mind or if while she is a patient within the meaning of the Mental Health Acts (“Acts”) an order shall be made in respect of her property under those Acts or any statutory modification or re-enactment of them;

(b)

notwithstanding clause 4.8 if the Executive is unable properly to provide the Services by reason of ill-health, accident or otherwise for a period or periods aggregating at least 30 Business Days in any one period of 12 months;

(c)

if either the Consultancy or the Executive fails or neglects efficiently and diligently to perform the Services or is guilty or any serious or (after warning) repeated breach of her or its obligations under this agreement (including any consent granted under it); or

(d)

if either the Consultancy or the Executive is guilty of serious misconduct or any other conduct (whether in the performance of the Services or otherwise) which in the reasonable opinion of the Company affects or is likely to affect prejudicially the interests of the Company or any Group Member or if the Consultancy is convicted of an arrestable offence (other than a road traffic offence for which a non-custodial penalty is imposed).

13.3

The rights of the Company under this clause 13 are without prejudice to any other rights that it might have at law to terminate this agreement or to accept any breach of this agreement on the part of the Consultancy or the Executive as having brought the agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver of these rights.

13.4	Clauses 8, 9, 10, 11 and 12 shall survive the termination of the agreement.

14.

Warranties

The

Consultancy and the Executive warrant to the Company that:

(a)

the Consultancy employs the Executive and has available to it the exclusive use of her services; and

(b)

by entering into this agreement and performing the Services, neither the Consultancy nor the Executive shall be in breach of any contract or any other obligation to a third party.

15.

Notices

15.1	Any notice or other written communication to be given under or in connection with this agreement shall be in writing and may be delivered personally or sent by first class post (or by airmail if the party giving the notice is overseas) or by facsimile or by email.

15.2

The address for service of any party shall, in the case of the Company and the Consultancy, be their respective registered offices and, in the case of the Executive, shall be her address as stated in this agreement or, if any other address for service has previously been notified to the server, to the address so notified.

15.3	Any such notice or other written communication shall be deemed to have been served:

(a)

in the case of a corporate addressee if marked for the attention of the managing director;

(b)

if personally delivered, at the time of delivery;

(c)

if posted, at the expiry of two Business Days or in the case of airmail four Business Days after it was posted;

(d)

if sent by facsimile message, at the time of transmission (if sent during normal business hours, that is 9.30 to 17.30 local time) in the place from which it was sent or (if not sent during such normal business hours) at the beginning of the next Business Day in the place from which it was sent;

(e)

if sent by email, at time of delivery to the recipient’s computer.

15.4

In proving such service it shall be sufficient to prove that personal delivery was made or that such notice or other written communication was properly addressed stamped and posted or in the case of a facsimile message that an activity or other report from the sender’s facsimile machine can be produced in respect of the notice or other written communication showing the recipient’s facsimile number and the number of pages transmitted or in the case of email transmission by production of an email delivery receipt showing the recipient’s email address and time and date of delivery of the email to the recipient’s computer.

16.

Data protection

16.1

The Executive consents to the Company holding and processing data relating to her for legal, personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” (as defined in the Data Protection Act 1998) relating to the Executive including, as appropriate:

(a)

information about the Executive’s physical or mental health or condition in order to monitor sickness absence;

(b)

the Executive’s racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; and

(c)

information relating to any criminal proceedings in which the Executive has been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.

16.2

The Consultancy and the Executive consent to the Company making such information available to any Group Member, those who provide products or services to the Company and any Group Member such as advisers, regulatory authorities, governmental or quasi governmental organisations and potential purchasers of the Company or the Group or any part of its business.

16.3	The Consultancy and the Executive consent to the transfer of such information to the Company’s and any Group Member’s business contacts outside the European Economic Area in order to further its or their business interests.

16.4	The Consultancy and the Executive shall comply with the Company’s data protection policy and relevant obligations under the Data Protection Act 1998 and associated codes of practice when processing personal data relating to any employee, worker, customer, client, supplier or agent of the Company.

17.

General

17.1	Each party shall bear its own costs incurred in the negotiations leading up to and in the preparation of this agreement and of matters incidental to this agreement.

17.2	No term or provision of this agreement shall be varied or modified by any prior or subsequent statement, conduct or act of any party, except that the parties may amend this agreement only by letter or written instrument signed by all of the parties.

17.3	The headings to the clauses in this agreement and in the schedules are for ease of reference only and shall not form any part of this agreement for the purposes of construction.

17.4

This agreement sets out the entire agreement and understanding between the parties and as from the Commencement Date all other agreements or arrangements between the Company and the Consultancy or between the Company and the Executive relating to the provision of any services by the Consultancy or by the Executive shall cease to have effect.

17.5	The Consultancy and the Company and the Executive confirm that they have not entered into this agreement in reliance upon any representation, warranty or undertaking of any other party which is not set out or referred to in this agreement.

17.6	This agreement may be entered into by the parties to it on separate counterparts, each of which when so executed and delivered shall be an original, but the counterparts shall together constitute one and the same instrument.

17.7

If at any time any term or provision in this agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any rule of law or enactment, such term or provision or part shall to that extent be deemed not to form part of this agreement, but the enforceability of the remainder of this agreement shall not be affected.

18.

Law and Jurisdiction

This agreement shall be governed by and construed in accordance with English law and the Company and the Consultancy and the Executive agree that any dispute arising under this agreement shall be decided in the English Courts which shall have the sole jurisdiction in any such matter.

This agreement has been executed and delivered as a deed on the date written on the first page.


in the presence of

Witness:		/s/ Victoria Brathwaite
Name:		VICTORIA BRATHWAITE
Address:		FARFETCH UK LTD,
		THE BOWER, 4^TH FLOOR
		211 OLD STREET, ECIV 9N


in the presence of

Witness:
		/s/ Tatiana Ohnyeva
Name:		TATIANA OHNYEVA
Address:		##########
		##########
		##########


in the presence of
Witness:		/s/ Tatiana Ohnyeva
Name:		TATIANA OHNYEVA
Address:		##########
		##########
		##########

SCHEDULE 1

The Services

1. Fashion Concierge (85% of time)

•

Working with support from FF to define vision for Fashion Concierge within the FF business to include business and tech roadmap for the next 18 months

•

Advising on organisation design and roles to support roadmap and vision

•

Input into P&L to create a framework which aims to hit top line and commission targets while planning on longer term operational leverage through efficiencies driven by technology and scale

•

Aid development of supply network in all appropriate markets to drive sale

•

Help define and implement “push” element of business

•

Help develop US and specific China proposition

2. Browns Matarazzo (15% of time)

•

Work with Browns Matarazzo Farfetch business owner to liaise with Materazzo on scope of work and requirements

•

Build out plan in line with scope of work and advise on strategy setting plus team resource needed for the work

•

Provide consultancy guidance on project as this progresses including roadblocks, change plans and how we measure success

EX-10.10 15 d532260dex1010.htm EX-10.10 EX-10.10

Exhibit 10.10


		版本号：HT3.2综合版 - 20180413Farfetch

商户编号(Merchant ID)： ##########

合同编号（Contract No.）：########## ##########

跨境外汇支付合作协议

AGREEMENT

ON CROSS-BORDER FOREIGN EXCHANGE PAYMENT

（进口）



甲方： Party A :	Farfetch UK Limited

地址： Address :	The Bower, 211 Old Street, London EC1V 9NR

邮编： Postal Code :		电话： Tel :		传真： Fax :

网站： E-commerce Website :	Farfetch.cn; www. Farfetch.com/cn

邮箱： Email :

经营范围： Business Scopes：

银行账户： Account :	开户行Bank Name： Bank银行 Branch分行 Sub-branch支行分理处Sub-operating Office
	账户名称Account Name：银行账号Account Number：银行国际代码SWIFT Code：

乙方： Party B :	网银在线(北京)科技有限公司 Chinabank Payment Technology Co. Ltd.

地址： Address :	北京市亦庄经济开发区科创十一街18号院A座16层

邮编： Postal Code :	101111	电话：	010-89186958	传真：	010-89186958

网站： Website :	www.chinabank.com.cn

邮箱： Email :	##########

银行账户： Account :	开户行Bank Name：招商银行北京首体支行账户名称Account Name：####（##）###### 账号Account Number：###############


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鉴于： 1. 乙方为中国国家外汇管理局许可开展跨境外汇电子支付业务的企业，致力于为全球电子商务客户提供便捷、专业的互联网跨境外汇支付服务；		1. Party B is an enterprise licensed by the State Administration of Foreign Exchange of the People’s Republic of China (the “PRC”) to conduct cross-border foreign exchange electronic payment business, and is committed to provide convenient and professional internet Cross-Border Foreign Exchange Payment Service to e-commerce clients around the world;

2. 甲方为电子商务平台，完全了解和认同乙方支付服务的特性，并自愿使用乙方提供的跨境外汇支付服务。		2. Party A is an e-commerce Platform; it fully understands and recognizes the nature of Party B’s payment service and is willing to use Party B’s Cross-border Foreign Exchange Payment Service.

现根据《中华人民共和国合同法》及其他相关法律规定，本着平等、互利、友好协商的原则，甲乙双方就乙方向甲方提供且甲方同意使用乙方提供的支付服务系统及附随的资金收付、外汇结算服务事宜达成一致，签订本协议，以资共同遵守。		In line with the PRC Contract Law and other related laws and regulations, and based on the principle of equality, mutual benefit and amicable negotiation, the parties reached this Agreement whereby Party B agrees to provide and Party A agrees to use the payment service system and the associated services of payment collection, foreign exchange and settlement. The parties hereby sign this Agreement and agree to be bound by it.

第一条定义和用语		Article 1 Definitions and Terms

除下文另有说明，本协议中下列用语具有如下含义：		Unless otherwise stated below, the terms in this Agreement are defined as follows:

1.1 用户：指在甲方平台购买甲方或第三方商户的商品或服务，并使用乙方的跨境外汇支付服务以人民币进行支付的个人或机构。		1.1 “User” shall mean any individual or entity that uses Party A’s Platform to buy goods or services from Party A or a third party merchant in RMB and uses Party B’s Cross-Border Foreign Exchange Payment Service as the payment method.

1.2 甲方平台（或，平台）：系指本协议首页所述的，甲方拥有并委托其他实体代为运营的，用于在线销售商品或服务，并依据本协议条款接受乙方跨境外汇支付服务的电子商务网站以及支持该网站运行的系统的总和。		1.2 “Party A’s Platform” or “Platform” refers to the combination of the e-commerce website (which is stated on the first page of this Agreement), mobile application and the systems supporting operation of such website and application, owned by Party A and operated by other entities entrusted by Party A, and used for on-line sales of goods and services, which uses Party B’s Cross-border Foreign Exchange Payment Service pursuant to the terms and conditions of this Agreement.


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1.3 商户：指利用其平台向用户提供商品或服务，使用乙方提供的跨境外汇支付服务，接收人民币支付和外币结算资金的机构。甲方为本协议商户。		1.3 “Merchant” refers to Party A, who executes the sale of goods or services through its Platform and uses the Cross-Border Foreign Exchange Payment Service provided by Party B to accept payment in RMB and settlement in a foreign currency.

1.4 二级商户：系指利用甲方平台向用户销售其商品的第三方商户。		1.4 “Platform Merchant” refers to a third party merchant that uses Party A’s Platform to sell its goods to Users.

1.5 商户编号/商户号：指乙方为每一个商户设定的编号；该编号用于区分该商户与乙方其他商户，在乙方的内部文件、系统、以及乙方与该商户之间的相关文件及记录中，均使用此编号代表该商户；该商户号下账户将用以记录该商户平台上接入本协议约定的跨境外汇支付服务上的交易。除双方另有约定，甲方的商户编号下与乙方发生的所有交易均受限于本协议之约定。		1.5 “Seller Number” or “Merchant ID” or “Seller No” or “MID” refers to the number assigned by Party B to each merchant in order to differentiate that merchant from Party B’s other merchants. A merchant shall be represented by its Seller Number/Merchant ID in all of Party B’s internal documents and systems, as well as in related documents and records between Party B and that merchant. The accounts under a merchant’s Seller Number/Merchant ID will be used to record transactions carried out through that merchant’s platform with respect to the Cross-Border Foreign Exchange Payment Service provided under this Agreement. Unless otherwise agreed, all transactions that occur under Party A’s Seller Number/Merchant ID with Party B shall be subject to provisions of this Agreement.

1.6 跨境支付服务系统（以下简称 “支付系统”）：系指由乙方开发的，为商户提供跨境外汇支付服务的计算机软件信息系统的总和。		1.6 “Cross-Border Payment Service System (hereinafter referred to as ‘Payment System’)” shall mean the combination of the computer software and information systems developed by Party B to provide Cross-Border Foreign Exchange Payment Service to the Merchant.

1.7 跨境外汇支付服务（也称“本服务”）：指乙方提供的支付服务。简而言之，本服务系指商户通过支付系统通知乙方需接收的订单金额，用户以人民币对在平台上购买的商品和服务进行付款后，乙方将收取交易资金兑换成本协议约定的外币，并按双方约定，汇入商户指定同名银行账户。		1.7 “Cross-Border Foreign Exchange Payment Service” (also referred to as the “Service”), refers to the payment service provided by Party B. In summary, the Service involves the Merchant informing Party B via the Payment System of the order amount in RMB to be paid by User for goods and services purchased through the Platform. Part B will collect the payment and after the User pays the amount in RMB, Party B will convert the Transaction Amount received into the foreign currency as agreed in this Agreement and further remit the foreign currency into the Merchant’s designated bank account for receiving remittances.


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1.8 京东支付：指本服务所支持的用户支付方式的统称。		1.8 “JD Pay” refers to all the payment functions that a User may use to make payment via the Service.

1.9 网关支付：指本服务所支持的一类京东支付方式。在该等支付方式下，用户从商户平台电脑版页面下单，选择网上银行作为支付方式，并在所选择银行的网上银行页面进行人民币支付。网关支付”包括 B2B网关支付和B2C网关支付。		1.9 “Gateway Payment” refers to one JD Pay method available via the Service where the User orders through the Merchant’s Platform via a web browser and chooses online banking as the payment method and makes the payment in RMB on the web page of the above chosen bank. Gateway Payment consists of B2B gateway payment and B2C gateway payment.

1.10 “快捷支付” ：指服务所支持的支付方式一类。在该等支付方式下，用户无需登录银行的在线银行服务，仅需从商户平台下单，选择 “快捷支付”功能，依据银行的要求及乙方最新公布的程序，输入银行账号、留存手机号和动态口令（第一次使用时），在银行验证授权后即可完成人民币支付。 “快捷支付”分为PC端和APP 端：PC端支持甲方平台的电脑版页面， APP端支持甲方平台的手机客户端。		1.10 “Quick Payment” refers to one JD Pay method available via the Service where the User orders from the Merchant’s Platform and chooses “Quick Payment”. Under this payment method, the User does not need to register with its bank for online banking service, and only needs to follow the requirement of its bank and the latest procedures published by Party B, and to enter its bank account number, reserved phone number and dynamic password (when first using such service). The payment in RMB will be completed once the bank verifies the authenticity of the above information. “Quick Payment” has a PC version and an APP version: the PC version supports Party A’s Platform opened via PC web browser and the APP version supports Party A’s Platform opened via mobile App.

1.11 京东支付资金渠道：指用户基于获得的特定服务商提供的服务，用以支付相关交易款项的特定资金来源，包括但不限于：京东钱包支付账户余额支付、银行卡（借记卡 /贷记卡）网关支付、快捷支付和白条（包括白条支付和白条分期）。		1.11 “Fund Channel for JD Pay” shall mean a particular source of funds for the User to pay for the relevant transactions via the Service, based on the services provided by particular service providers, including but not limited to: JD Pay wallet, Gateway Payment, (credit card/debit card)， Quick Payment and Baitiao (including Baitiao Payment and Baitiao Instalment). 1.12.

1.12 白条：指用户依据白条服务商服务规则及相应申请流程获得的白条服务商提供的服务，包括实时在线额度申请、额度批准和使用。白条包括白条支付和白条分期两种类型（定义见下文）。		1.13 “Baitiao”: Refers to the service provided by the user’s “Baitiao” service provider, which includes real-time online credit application, credit approval and online payments. Baitiao consists of Baitiao Payment and Baitiao Instalment (as defined below).


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1.14 白条服务商：指输出白条产品和品牌、能为符合条件的申请人（用户）提供在线申请授信、并实现申请人（用户）按获批的白条额度定向用于在甲方平台消费支付的服务主体。		1.14 “Baitiao Service Provider” refers to the institution that provides point-of-sale consumer credit to applicant Users to finance their purchase of goods and services on Party A’s Platform.

1.15 白条支付：指白条服务商为符合条件的用户在甲方平台上购买商品或服务提供的一种 “先购物、后付款”的白条信用付款方式的服务。用户在甲方平台合作商户上消费时，可依据白条服务商服务规则及相应申请流程，享受由白条服务商提供的延后一次性付款服务的付款方式。		1.15 “Baitiao Payment” refers to one Baitiao payment financing service available via the Service where a Baitiao Service Provider provides Baitiao to qualified Users to finance their purchase of goods or services on Party A’s Platform by shopping with deferred payment. By applying for Baitiao Payment in accordance with the Baitiao rules and application procedures published by Baitiao Service Provider, Users are entitled to enjoy one lump sum deferred payment service provided by Baitiao Service Provider.

1.16 白条分期：指白条服务商为符合条件的用户在甲方平台合作商户购买商品或服务提供的另一种“先购物、后付款”的白条信用付款方式的服务。用户在乙方合作商户上消费时，可依据白条服务商服务规则及相应申请流程，享受由白条服务商提供的分期付款服务的付款方式。		1.16 “Baitiao Instalment” refers to another Baitiao payment financing service available via the Service where a Baitiao Service Provider provides Baitiao to qualified Users to finance their purchase of goods or services on Party A’s Platform by shopping with deferred payment. By applying for Baitiao Instalment in accordance with the Baitiao rules and application procedures published by Baitiao Service Provider, Users are entitled to enjoy deferred instalment payment service provided by Baitiao Service Provider.

1.17 止付：指依据本协议乙方对商户号下待结算金额全部或部分暂停结算、暂停购付汇、将账户余额设置为不可用状态。		1.17 “Stopped Payment” refers to the status where all or part of an account balance held under the Merchant ID by Party B for Party A is unavailable to it pursuant to the terms of this Agreement.

1.18 冻结：指本协议第 8.4条规定的有权机关要求的冻结等。被冻结余额为不可用状态，被冻结商户号不可使用、不可发生交易。		1.18 “Freezing” refers to the freezing requested by the competent authorities under Article 8.4 of this Agreement. The frozen account balance is unavailable, and the frozen Merchant ID cannot be used, or be engaged in a transaction.

1.19 交易金额：指在结算周期内，支付系统所统计的，商户因销售商品或服务从用户处收到的人民币资金总额。其计算方法具体为：交易金额 = 用户付款金额－退款金额。		1.19 “Transaction Amount” refers to the aggregate amount in RMB to be paid to the Merchant by Users for sales of goods or services through the Payment System during the Settlement Period. The calculation equation is: Transaction Amount = amount paid by the Users – amount refunded.


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1.20 交易日: 指用户使用跨境外汇支付服务发生支付交易的当日。		1.20 “Transaction Date” refers to the date of the User’s payment transaction through the Services.

1.21 结算金额：系指乙方按约定结算周期，将乙方支付系统收到的交易资金在扣除相应的跨境外汇支付服务费后的金额。其表现形式分为委托兑换成外币之前的人民币结算金额，及换成外币后的外币结算金额。		1.21 “Settlement Amount” refers to the Transaction Amount received by Party B’s Payment System within the agreed Settlement Period, and deducted by the service fee for the Cross-Border Foreign Exchange Payment Service. Settlement Amount represents itself as both the settlement amount in RMB before the conversion, and the settlement amount in foreign currency after the conversion.

1.22 汇率：指乙方通过支付系统提供的外汇汇率牌价，由乙方的结算银行提供。		1.22 “Currency Rate” refers to the foreign exchange rates offered by Party B through the Payment System, being the rates provided to Party B by its bank.

1.23 SWIFT电报费：通过环球同业银行金融电讯系统进行数据电报交换实现资金的付汇时，银行（包括付款银行或中转银行）收取的费用。		1.23 “SWIFT Transmission Fee” refers to the fee payable to the bank during the international remittance of the Settlement Amount to the Merchant via Society for Worldwide Interbank Financial Telecommunications (SWIFT).

1.24 异常交易：指用户或甲方在使用本协议项下乙方提供的服务时，违反相关规定或本协议约定的行为，包括但不限于洗钱、诈骗、涉黄、涉赌、盗卡、伪卡、套现、无真实交易背景或与真实交易背景不相符、未得到用户真实支付授权的非授权交易、用户人否认交易或拒付资金等支付交易行为等的资金支付行为。		1.24 “Abnormal Transaction” shall occur when a User or Party A uses the Services provided by Party B under this Agreement in violation of the relevant provisions of this Agreement or in connection with any money laundering, fraud, breach of law, gambling, theft, forged credit card or illegal credit card cashing. An Abnormal Transaction shall also occur in respect of any payment made through the Services when there is no real transaction background or the payment does not match with the real transaction background, or the payment is not authorized or is disputed by a User.

1.25 调单：指因用户、发卡机构、银联等卡组织或白条服务商对交易有疑问，乙方向甲方提出调阅相关交易单据、调查、核实相关交易，并作出是否要求商户向持卡人或白条服务商退款决定的过程。		1.25 “Chargeback” refers to the process whereby the cardholder, card issuer, card association (like Union Pay) or Baitiao Service Provider has doubts over a certain transaction, and Party B requests Party A to provide relevant transaction receipts to investigate and verify that transaction, and to decide whether the Merchant shall refund the cardholder.

1.26 良好行业规范：指对从事同样类型的商业活动的公司在相似情形下可预期的专业化、技术、勤勉、谨慎和预见性。		1.26 “Good Industry Practice” means the exercise of that degree of professionalism, skill, diligence, prudence and foresight which would be expected from a company engaged in the same type of activity under the same or similar circumstances.


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1.27 奢侈品电商客户：指乙方的其他从事涉及向消费者提供跨品牌奢侈时尚产品的电商平台业务的客户。		1.27 “Luxury E-Commerce Clients” means other clients of Party B whose business activities involve the provision of an e-commerce platform for the sale of luxury fashion products to consumers across multiple brands.

1.28 服务水准：指乙方在本协议下向甲方提供跨境外币支付服务水准，已由双方通过电子邮件的方式书面确认同意。确认的服务水准见附件 1. 为避免歧义，若附件一和本协议主文有任何冲突，应以本协议的主文为准。		1.28 “Service Levels” means the service levels for the Cross-Border Foreign Exchange Payment Service which have been confirmed and agreed by both Parties via email as shown in Schedule 1. For the avoidance of doubt, in case there is any discrepancies between the Schedule 1 and the main body of this Agreement, the main body of this Agreement shall prevail.

1.29 实际购汇汇率：乙方银行提供的将结算金额转换成外币的汇率。		1.29 “Actual Exchange Rate” The “Actual Exchange Rate” means the exchange rate offered by Party B’s bank for converting the Settlement Amount into the foreign currency.

第二条服务内容和费用		Article 2 Services and Fees

2.1 服务内容。乙方通过其支付系统向甲方提供跨境外汇支付服务，甲方向乙方支付相应费用。乙方应提供的跨境外汇支付服务包括：向甲方提供网络接口工具，甲方自行在平台上安装联调乙方提供的接口以便接收本协议项下京东支付资金渠道下的人民币付款、收取用户的在线人民币付款、委托购汇付汇（即外币结算）、网上交易记录查询功能、网上交易轧差退款（退款币种限人民币）申请等服务。		2.1 Content of Services. Party B provides Cross-Border Foreign Exchange Payment Service to Party A via its Payment System, and Party A pays corresponding fees to Party B for such service. Party B shall provide the Cross-Border Foreign Exchange Payment Service which includes: provision of system access tool to Party A, provision of a gateway on Party A’s Platform to accept RMB payments through the Fund Channels of JD Pay as specified in this Agreement, collection and receipt of online RMB payment from Users, authorized purchase of foreign exchange, authorized payment of foreign exchange to Merchant (i.e., foreign exchange settlement), online search of transaction histories, and applying for netting refund of online transactions (refund in RMB only).

2.2 服务功能及乙方费用		2.2 Function of Services and Fees for Party B

2.2.1 人民币网络支付收款功能。甲方应当通过支付系统向乙方发送用户支付的订单人民币金额。用户将在支付页面确认订		2.2.1 Receipt of Online RMB Payment. Party A shall send, via the Payment System, to Party B the order amount in RMB to be paid by the User. The User will confirm the order amount in


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单人民币金额并向乙方发出支付指令。乙方随后从用户指定银行或付款账号收取交易金额。乙方提供的人民币网络支付收款服务根据支付指令形式的不同，分为：网关支付、快捷支付、京东钱包账户余额支付、白条支付和白条分期。在使用服务的过程中，各方知晓并同意，甲方不得存储或处理任何属于用户的持卡人数据。甲方向乙方缴纳的服务费由下表所列的交易手续费（“交易手续费”）构成。为避免歧义，交易手续费应为甲方使用乙方提供的跨境外汇支付服务而应向乙方支付的唯一款项。		RMB on the payment webpage, and send its payment instruction to Party B. Party B will then collect the Transaction Amount from the User’s designated bank or payment account according to the User’s payment instruction. Based on the different forms of payment instructions, the service of receiving online RMB payments provided by Party B can be divided into Gateway Payment, Quick Payment, JD Pay wallet, Baitiao Payment and Baitiao Instalment. In its use of the Services, the parties acknowledge and agree that Party A shall not collect, store or process any cardholder data belonging to a User. The service fee paid by Party A to Party B is comprised of a transaction fee (“Transaction Fee”) as set out in the following chart. For the avoidance of doubt, the Transaction Fee is the sole fee payable by Party A to Party B in relation to the Services.


开通功能		资金渠道	费率
开通功能		资金渠道		交易手续费
京东支付	☑PC页面 ☒APP页面	☑B2C网关支付		单笔交易金额的 0.65%
	☑PC页面 ☒APP页面	☒B2B网关支付
	☑PC页面 ☑APP页面	☑借记卡快捷支付
		☑信用卡快捷支付
		☑京东钱包账户余额支付
		☑白条支付 ☑白条分期


Function		Fund Channel	Fee
Function		Fund Channel		Transaction Fee
JD Pay	☑PC ☒APP	☑B2C Gateway Payment		Transaction Amount×0.65%
	☑PC ☒APP	☒B2B gateway Payment
	☑PC ☑APP	☑Debit Card Quick Pay
		☑ Credit Card Quick Pay
		☑JD Pay wallet
		☑Baitiao Payment
		☑Baitiao Instalment


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2.2.2 交易手续费缴纳方式。甲方选择按以下第【（ 1）】种方式向乙方缴纳交易手续费，且甲方不得变相向用户（持卡人）转嫁交易手续费。		2.2.2 Way of Remittance of Transaction Fee. Party A chooses method number 【（1）】 below to remit Transaction Fee to Party B. Party B shall not re-charge such Transaction Fee to Users.

（1）由乙方在每笔人民币交易金额中直接扣取；		（1）To be deducted directly by Party B from the Transaction Amount of every single RMB transaction;

（2）由甲方预先支付一定金额的交易手续费。除法律或本协议另有约定外，本协议终止的，乙方预先已收取的交易手续费不予退还。		（2）To be paid in advance by Party A in a certain amount as the Transaction Fee. Unless otherwise provided by the law or agreed in this Agreement, Party B will not refund Party A of its advance payment of the Transaction Fee in case of termination of this Agreement.

2.2.3 交易手续费对账与异议期。如甲方任意一方对交易手续费的金额有异议，应尽合理努力在T+10工作日（T为交易日）内向乙方以书面形式提出异议。如实收手续费少于应收手续费，则乙方有权从后续交易金额进行扣收；如实收手续费多于应收手续费，则乙方应在确认异议多收金额后的【 30】日内会从之后应收手续费中进行冲抵。本协议终止的情况下，无后续交易款项可以进行抵销的，乙方应将其多收取的手续费存入甲方指定的资金结算账户，或者甲方应将其少缴的手续费存入乙方指定的银行账户（视具体情况而定）。自交易日起两年内，一方超越本条约定期限未提出异议的，不影响甲方要求返还其多支付费用的权利，亦不构成甲方对该等权利的弃权。双方认可：交易手续费因小数点后第三位采取四舍五入进位可能导致微小误差，双方接受该误差。		2.2.3 Account Checking of Transaction Fee and Objection Period. If Party A disputes the amount of a Transaction Fee, it shall use reasonable endeavors to notify Party B of the objection in writing within T+10 business days (T refers to the Transaction Date). If the transaction fee actually deducted by Party B is less than the Transaction Fee due, Party B shall be entitled to collect the fee from subsequent Transaction Amounts. If the transaction fee actually deducted by Party B is more than the Transaction Fee due, Party B will offset the excess amount against future Transaction Fees. In the event this Agreement is terminated (so that there are no further Transaction Fees), Party B shall pay any excess fees it has collected into Party A’s designated settlement account, or Party A shall pay any shortfall in fees to Party B’s designated bank account, in each case within 30 of the date of termination or suspension. Any failure to raise an objection within the agreed T+10 period is without prejudice to (and shall not constitute a waiver of) the rights of Party A to recover any Transaction Fees that have been overpaid, provided in all cases that an objection is made within 2 years from the relevant Transaction Date. The parties agree that there may be minor discrepancies caused by rounding-off the third digit after the decimal point of the Transaction Fee, and such minor discrepancies are acceptable to both Parties.


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2.2.4 发票。交易手续费发票：乙方应按甲方要求，每个自然月 20号前（如遇节假日、休息日顺延至节假日、休息日结束后第一个工作日）向甲方开具甲方上个自然月实际支付的交易手续费的形式发票。发票抬头应与本协议首部记载的甲方名称一致。		2.2.4 Fapiao (official invoice). Proforma invoice for the transaction fee: Party B shall issue a fapiao to Party A for the Transaction Fees actually paid by Party A during the last calendar month, before the 20th day of every calendar month (in case that day falls on a holiday or weekend, the date is automatically extended to the first business day after the holiday or weekend). The title used on the fapiao shall be the same as Party A’s name as stated on the first page of this Agreement.

2.3 税费。本协议项下所涉及的税费由协议双方按照法律规定各自自行承担。		2.3 Taxes and Charges. Each party shall bear and pay its own tax and expenses incurred in connection with this Agreement and the Services contemplated hereunder in accordance with applicable laws and regulations.


第三条购汇与结算		Article 3 Purchase of Foreign Currency and Settlement

3.1 币种。双方约定：本协议项下所有交易款项应以美元(下称“外币”)进行结算。甲方在发出购汇指令前，应在交易指令中明确选择前述外币币种的其中一种。		3.1 Currency. The parties agree that the foreign currency under this Agreement is US Dollar (“Foreign Currency”).

3.2 外汇购买金额：乙方通过跨境支付服务系统为甲方展示其银行提供一日一价（即同一天发生的交易适用相同的汇率）的汇率牌价。乙方应将 T日（“T”是指交易发生当日）收到的甲方人民币结算金额按照 T日的汇率转换成外币金额。双方同意使用牌价汇率作为承诺汇率计算 T日交易的人民币/外币订单金额对应的购买外币金额。		3.2 Purchase Amount of Foreign Currency. Party B shall provide Party A with a daily Currency Rate provided by its bank through the System, being the exchange rate at which Transaction Amounts for User payment transactions occurring on that day will be converted from RMB into Foreign Currency. Party B shall convert Party A’s RMB Settlement Amount into the Foreign Currency at the Currency Rate on the same day as the User’s payment transaction using the Services (“T”).

3.3 汇兑损益：（1）如果因乙方依照法律法规规定，向其合作银行办理集中购汇的实际购汇汇率和承诺汇率不同而导致的汇兑损益，由乙方承担；（2）如果发生交易退款而进行结汇的，购汇汇率与结汇汇率之间差异而导致的汇兑损益，由甲方承担。为避免歧义，在处理用户的交易退款时 (但根据本协议第7.3款		3.3 Exchange Gains or Losses （1）In the process of Party B’s centralized purchase of Foreign Currency from its cooperative bank pursuant to laws and regulations, the exchange gains or losses (the “Exchange Gains or Losses”) caused by the difference between the Actual Exchange Rate obtained by Party B and the Currency Rate promised by Party B shall be borne by Party B;


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做出的除外)，乙方应将已兑换成外币的结算金额的全额款按实际结汇汇率转换成人民币并退还其收取的交易手续费全额，但结算金额从外币兑换成人民币的汇兑损益，以及承诺汇率与实际购汇汇率之间的汇兑损益由甲方承担。		（2）In the case of any return of goods where Party B needs to convert the purchased Foreign Currency back into RMB to refund the User, the Exchange Gains or Losses caused by the difference between the foreign exchange buying rate and selling rate shall be borne by Party A. For the avoidance of doubt this means that in the context of making a User refund pursuant to this Agreement (other than refunds carried on pursuant to the netting refund method described in clause 7.3) , Party B shall exchange any Settlement Amount converted into Foreign Currency back into RMB based on the Actual Exchange Rate obtained by Party B from its cooperative bank and pay back all corresponding Transaction Fees it charged, and Party A shall bear all Exchange Gains or Losses in converting Settlement Amount in Foreign Currency into RMB.

3.4 换汇。甲方同意按以下方式换汇，并认可相应结算汇率将由对应于换汇方式的购汇汇率决定： ☒等额外币换汇（仅限于美元、欧元）：甲方指定外币结算资金金额，委托乙方按 T日的购汇汇率，将甲方商户号下人民币交易资金兑换成相应外币。 ☑等额人民币换汇：甲方使用乙方持有的结算金额中的人民币资金金额，委托乙方将该人民币资金额按 T+1日的购汇汇率，兑换成相应的外币。（“T”是指交易发生当日）换汇金额、时间等信息应载明于银行纸质或电子回单。本条款列出乙方为甲方购汇的基础，并不影响乙方就汇兑损益的义务。		3.4 Swap：Party A agrees to swap Settlement Amounts in the following manner and agrees that the Currency Rate quoted to it will be determined by the purchase rate corresponding to this swap method. ☒ Specified foreign currency amount（be confined only to US dollar and Euro）: Party A shall specify the amount of foreign currency settlement funds and entrust Party B to convert Renminbi trading funds of Party A’s merchant number into corresponding foreign currencies at the purchase rate of exchange rate at T ☑ Specified local currency amount: Party A uses the Settlement Amount of funds held by Party B in RMB, and entrusts Party B to use such funds to convert into the Foreign Currency at the foreign exchange rate available for settlement on a T+1 basis (“T” refers to the Transaction Date). The amount, time and other information to any foreign currency swap entered into under this Article shall be as set out on the bank paper or electronic receipt for the swap. This clause sets out the basis of swaps Party B enters into for Party A, and is without prejudice to Party B’s liability for any Exchange Gains and Losses.

3.5 结算周期。双方协商一致，以下面第（1）种方式进行结算付汇，乙方将结算金额以约定的币种划至本协议首页记载的甲方银行账户（以乙方银行账户转出之日为准）：（1）T+ 1 个工作日内（T日为交易日）；		3.5 Settlement Period. The parties agree to adopt method number（1）below to settle the payment of Settlement Amounts after conversion into the Foreign Currency, and Party B shall remit such Settlement Amounts into Party A’s designated bank account indicated on the first page of this Agreement in the Foreign Currency (the remittance date from Party B’s bank account shall be the basis of calculation)：（1）within T+ 1 business days (T refers to the Transaction Date)


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（2）每个月的日进行结算。结算起付金额。一个结算周期内，仅当甲方的结算金额（转化币种后）达到或相当于 2万美元（大写：贰万美元），乙方需向甲方汇入结算金额；如果甲方的结算金额在该结算周期内未达到 2万美元（大写：贰万美元），乙方暂时不向甲方汇入，该周期内的甲方的交易资金将累积到下一结算周期。结算起付金额不适用于本协议到期或者提前终止时情形。		（2）Settlement on the __day of every month. Settlement Threshold. Within any Settlement Period, only once Party A’s Settlement Amount (after conversion into the Foreign Currency) equals or exceeds 20,000 (twenty thousand) U.S. dollars will Party B be required to remit the Settlement Amount to Party A. If Party A’s Settlement Amount fails to reach 20,000 (twenty thousand) U.S. dollars within the Settlement Period, Party B will not remit such amounts to Party A and the Settlement Amount in this Settlement Period shall be accumulated with Settlement Amounts in the next Settlement Period. This clause is without prejudice to Party B’s obligation to return funds on termination of this Agreement.

3.6 付汇过程中银行费用承担和缴纳：在乙方收取交易手续费之外，在处理一笔国际银行转账时，支付行、收款行以及中间行以及中间行也会收取相关费用。甲乙双方同意按以下约定承担和缴纳银行收取的相关费用： 1）乙方指定付款行将结算金额从中国境内汇往境外收款行费用（包括乙方指定付款行收取的 SWIFT电报费）由乙方负责承担并缴纳； 2）甲方指定收款行费用由甲方负责承担并缴纳； 3）中转行费用（包括中转行收取的 SWIFT电报费），由甲方负责承担，但由于乙方失误或错误造成的中转行费用除外。具体承担方式为中转行会从付汇金额中直接扣除中转行费用后完成付汇。所以甲方确认指定收款银行账户得到的外币金额 =购买外币金额—中转行费用—收款行费用。		3.6 Bank Transfer. For the purpose of settling Settlement Amounts, there may be transaction fees charged by the paying bank, the receiving bank and the intermediary bank in processing an international bank transfer. Such bank transaction fees shall be borne by the parties as follows: （1） Party B shall bear any transaction fees (including SWIFT Transmission Fee) charged by its paying bank for the remittance of Settlement Amounts from that bank in the PRC to Party A’s overseas receiving bank; （2） Party A shall bear the transaction fee charged by its receiving bank for receiving the remittance of Settlement Amounts; （3） Party A shall bear any transaction fees (including SWIFT Transmission Fee) charged by any intermediary bank, unless such fees are incurred as a result of any negligence or default by Party B. The intermediary bank will pay the converted Settlement Amounts directly to Party A’s receiving bank after deducting its transaction fee from the amount of payment. Party A acknowledges that the amount of Foreign Currency received by Party A’s designated bank account will be equal to the amount of Foreign Currency purchased - the transaction fee charged by the intermediary bank - the transaction fee charged by the receiving bank.


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3.7 结算金额对账和异议期：甲方商户应以每个自然日乙方支付系统推送的对账文件进行核对，如发现不符应及时联系乙方，甲方应尽合理努力在收到对账文件 1个月提出异议。自交易日起两年内，甲方超越本条约定期限未提出异议的，不影响甲方要求返还其多支付结算金额的权利，亦不构成甲方对该等权利的弃权。如出现结算金额支付差错，经双方确认后，乙方于下一个结算周期对差错金额多退少补。		3.7 Account Checking of Settlement Amount and Objection Period: Party B shall provide Party A with a statement of account via its Payment System on each calendar day. Party A shall check that statement of account and contact Party B in a timely manner upon becoming aware of any discrepancy. Party A shall use reasonable endeavors to raise any objection within one month from receiving the statement of account. Any failure to raise an objection within one month shall be without prejudice to (and shall not constitute a waiver of) the rights of Party A to be paid the correct Settlement Amount provided in all cases that an objection is made within 2 years from the relevant Transaction Date. In the event that any mistake occurs in the payment of the Settlement Amount, the balance, shall be paid to either party in the next Settlement Period.


第四条甲方的权利与义务		Article 4 Party A’s Rights and Obligations

4.1 出于乙方客户尽职调查流程目的需要，一经请求，甲方需如实向乙方提供相关身份资料真实副本，包括但不限于公司营业执照（或按照注册地法律，有权行政管理机关出具的证明公司经合法登记注册的主体身份资料）、纳税证明、开户证明、公司章程、负责人证件、控股股东、实际控制人证件 (如有)及董事会授权签字人员的委托文件以及相关行业资质的证书。乙方有权要求提供上述复印文本为已经律师事务所或会计师事务所认证的真实副本。		4.1 Upon request for the purpose of Party B’s customer due diligence processes, Party A shall provide Party B with true copies of its own identity documents, including but not limited to the business license of the company (or the identity documents which certify the legitimate incorporation of the company by competent administrative authorities in line with the laws of the place of incorporation), certificate of tax payment, bank account opening certificate, articles of association, identity documents of the person in charge, controlling shareholder and ultimate individual controller (if any, including his or her ID information), the authorizing documents for the company’s signatory authorized by board resolution and any industry regulatory license. Party B may require that the copy documents are certified to be true copies by a law firm or accounting firm.

4.2 甲方发生下列事项时，甲方应在 30个工作日内书面通知乙方，并及时按照本协议第4.1条向乙方提供变更后的文件、证书或材料的真实副本，否则乙方有权暂停向甲方提供服务：		4.2 Party A shall inform Party B in writing within 30 business days in the event that any of the following situations occur and shall provide, in a timely manner, true copies of any modified documents, certificates or materials in line with Article 4.1 of


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(1)甲方终止向平台用户提供服务或者实质变更中国境内业务； (2)甲方的名称、总部、联系电话、联系地址、控股股东或实际控制人 (如有)、负责人发生变更的；(3)甲方破产、歇业、解散、合并、分立、上市、停业整顿的； (4)甲方从相关中国政府或管理机构处获得的提供平台服务的执照、许可经营被吊销（应在收到有权机关的通知后的 5个工作日内通知乙方）；及(5)为履行本协议而设立的甲方资金结算账户发生变更。		this Agreement. If Party A breaches this Article, Party B shall have the right to suspend its provision of the Service to Party A. (1) Party A generally terminates its provision of the Platform to Users in the PRC or materially changes its business in the PRC; (2) there is any change in Party A’s name, head office, contact phone number, contact address, controlling shareholder or ultimate individual controller (if any), authorized representative, person in charge; (3) Party A is subject to bankruptcy, shutdown, dissolution, merger, division, listing or suspension of business for rectification; (4) any licence or operating permit Party A requires from a governmental or regulatory body to provide its Platform to Users in the PRC is revoked (which shall be notified to Party B within 5 business days upon receipt of the notice from the competent authority); or (5) there is any change of Party A’s settlement account set up for the purpose of this Agreement.

4.3 本协议履行期限内，乙方有权按相关监管要求或银行的要求，随时要求甲方提供其持有的证明资料，若该等证明材料是为乙方遵守与提供服务有关的合法合规义务所需。甲方应在收到通知后 5个工作日内尽合理努力提供其所持有的证明资料，逾期不提供的且该不提供导致甲方或乙方违反了适用的外汇或银行监管法律法规，在此情形下乙方保留终止本协议的权利，由此给甲方造成损失的，由甲方自行承担，给乙方造成实际经济损失的，由甲方负责赔偿。		4.3 During the performance of this Agreement and upon request of any governing regulatory authority or banks, Party B has the right to request Party A to provide supporting documents in its possession at any time provided such documents are required for Party B to comply with its own legal and regulatory obligations in connection with its provision of the Services. Party A shall use reasonable endeavours to provide such documents in its possession within 5 business days upon receipt of such request. In the event that Party A fails to provide these documents within the time limit and such failure has led to violation of applicable foreign exchange or banking laws or regulations, Party B may have the right to terminate this Agreement and Party A shall bear its own losses incurred therefrom and shall compensate Party B for Party B’s actual and direct losses caused thereby.

4.4 甲方需遵守其被事先告知的乙方关于跨境外汇支付服务的内部管理政策与规则。甲方需确保其向中国境内用户提供的平台服务有违反任何适用的法律法规 , 并保证拥有所有合法的提供该等平台服务的行政许可，并将在提供平台服务过		4.4 Party A shall comply with Party B’ internal management policies and rules regarding the Cross-Border Foreign Exchange Payment Service which have been prior notified to it. Party A shall ensure that its provision of the Platform to Users in PRC is in conformity with any applicable laws and


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程中，保证不从事非法经营、不正当竞争、虚假宣传、非法广告、商业欺诈或侵害用户合法权益的活动。		regulations and Party A warrants that it has all requisite administrative licenses and permits to provide its Platform to such Users and shall, in its provision of the Platform, refrain itself from illegal conduct of business, unfair competition, misrepresentation, illegal advertisement, commercial fraud or activities that infringe Users’ legitimate rights.

4.5 甲方将使用乙方提供的跨境外汇支付服务，在非排他基础上，作为 Farfetch.cn和Farfetch.com/cn的一种支付可选项并确保甲方平台仅在具有真实交易背景的跨境电子商务过程中使用乙方提供的跨境外汇支付服务，具体业务范围为： ☑货物贸易 ☒留学教育 ☒航空机票 ☒酒店住宿		4.5 Party A shall use Party B’s Cross-Border Foreign Exchange Payment Service as a payment option for Farfetch.cn and Farfetech.com/cn on a non-exclusive basis and shall ensure that it is only used in connection with e-commerce with real transaction backgrounds. Party A shall use Party B’s Cross-Border Foreign Exchange Payment Service in connection with the following e-commerce transactions: ☑ sales of goods ☒ overseas education services ☒ flight tickets ☒ hotel services

4.6 甲方需在其网站页面上如实描述乙方提供的跨境外汇支付服务相关内容，不得含有虚假性、误导性、贬损性等内容。		4.6 Party A shall describe Party B’s Cross-Border Foreign Exchange Payment Service on its website in a truthful manner, without any false, misleading and undermining content.

4.7 甲方有义务就自己经营的业务在其网站公布自有客户服务电话，不得将乙方的客户服务电话作为甲方的客服电话而误导用户使用。如因甲方违反本条约定给乙方造成损失，该损失由甲方负责承担。		4.7 Party A shall publish its own customer service phone number on its website for its business, and shall not use Party B’s customer service number as its own number to mislead the Users. Party A shall compensate any losses suffered by Party B in case of Party A’s breach of this Article.

4.8 甲方有义务以合适方式保存与用户达成交易的资料，包括：姓名、联系方式，交易订单号，商品名称及商品金额。保存时间应不少于 2年。乙方确认其知悉甲方自身不持有证明商品配送至用户的证据，但可以通过配送服务商获取该等记录。经乙方合理要求，甲方需代表乙方向配送服务商要求获取该等记录 , 但前提是该等被要求提供的记录信息是乙方为提供本协议下服务白条服务商严格必要的或者是乙方为了满足政府监管或银行的要求。该项义务不保证配送服务商仍存有或将提供该等记录。		4.8 Party A is obliged to keep appropriate records of transactions with Users, including names, contact details, transaction order numbers, description of goods, and price of goods. Such records shall be retained by Party A for no less than 2 years. Party B acknowledges that Party A does not itself hold records confirming proof of delivery of goods to a User, but may have access to such records through its third party delivery service providers. Upon Party B’s reasonable request, Party A shall request copies of such records on behalf of Party B from the delivery service provider, provided that such data is strictly necessary for the performance


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乙方应在其不再需要该等记录信息时删除根据本条款获得的记录信息或者对该等记录中的用户个人信息做匿名化处理。

of the Services or requested by Party B’s governing regulatory authority or banks. This obligation is without guarantee that the delivery service provider has maintained or will provide such records.

In any event, Party B shall delete the records received in accordance with this clause or apply anonymization process on all personal information.

4.9 甲方应保证每笔通过其平台购买商品或服务的交易的真实性，采集并按乙方系统接口要求向乙方提交本款约定交易的明细数据备查。甲方通过系统向乙方提供的数据仅包括：注册用户邮箱地址 (但前提是注册用户对注册邮箱由甲方分享给乙方已授予甲方明示同意 )，交易明细（含商品名称、交易币种、数量、单价、订单总价、交易时间）。甲方应对其向乙方提供的数据和指令的真实性、完整性、合法性及准确性负责 ,但在相关数据是由用户向甲方提供的情形下，甲方的责任仅限于保证准确复制并向乙方传输由用户提供的数据。如果甲方未能及时向乙方提供相关交易数据，或经乙方审核交易数据，经合理判断认为用户真实性或交易真实性存在瑕疵，乙方有权按相关监管要求不进行购付汇，且不视为乙方违约。此情形下乙方应及时邮件通知甲方。甲方应向乙方提供为实现乙方向甲方完成本协议下的服务之目的而绝对必要收集或处理的有关数据，但前提是双方签署并完全遵守附件二的《控制人对控制人的数据处理协议》。

4.9 Party A shall warrant the authenticity of each transaction to acquire goods or services through its Platform (and using the Services) and shall gather and, via the Payment System provide to Party B for future reference, such data for each transaction as is specifically required under this clause. The data that should be provided by Party A to Party B through the Payment System only includes: the registered email address of the User (provided that such User has given explicit consent to Party A for sharing the User’s email address to Party B), the detailed information of the order (including description of the goods, transaction currency, quantity, unit price, total order price and transaction time). Party A is liable to the authenticity, completeness, legitimacy and accuracy of the data (or where such data is provided to Party A by a User, the liability only extends to the accuracy of Party A’s replication of that information to Party B) and instruction provided to Party B. If Party A fails to provide the transaction data to Party B or, upon Party B’s examination of the transaction data, it has reasonable doubts as to the truth or authenticity of the transactions, then Party B has the right in relation to those transactions not to purchase and pay foreign exchange in order to comply with its relevant regulatory requirements, and this will not regarded as a breach by Party B. In such circumstances, Party B shall immediately notify Party A via Email.

Party A shall gather and provide to Party B data relating to each transaction using the Services which is strictly necessary for Party B to access to and process in order to provide the Services to Party A under this Agreement, provided that the parties shall strictly comply with and abide by the Data Processing Agreement between the parties as attached in Schedule 2 hereof.


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4.10 甲方有义务尽合理努力保管和使用乙方给予的商户编号及密码以安全的方式进出支付系统，未经乙方事先同意，不得将该商户编号或密码与第三方分享（甲方需登录支付系统的雇员或合同商除外）。除非 (a)甲方事先就自身商户编号和/或密码的丢失或泄露通知乙方并办理完成挂失手续，或者（ b）有证据证明乙方支付系统的安全性已遭到损坏，甲方应对任何使用甲方的商户号账户、密码和（或）数字证书发送至乙方的支付系统的指令或委托负责，乙方对于依照该指示或委托进行资金划付的行为及其结果不承担任何责任。若甲方商户编号、密码和 /或数字证书被盗用，发生欺诈性资金转付或收取，乙方应合理协助甲方弥补该等金额转移或解决相关问题。

若乙方未依照本协议条款且未获得甲方授权或指示（包括本条下被视为授权的行为）使用甲方商户号账户内资金执行某支付交易，乙方应就该笔交易承担相关责任。

4.10 Party A shall take reasonable steps to keep its Merchant ID and password for accessing the Payment System securely. Party A shall not share its Merchant ID or password used to access the Payment System with any third party (other than employees or contractors of Party A that require access to the Payment System) without the prior consent of Party B. Unless (a) Party A has previously notified Party B of the loss or security breach of its Merchant ID and/or password and has gone through the required report of loss process; or (b) Party A has evidence showing the security of Party B’s Payment System has been compromised, Party A shall be responsible for any instruction or authorization sent to Party B’s Payment System using Party A’s Merchant ID, password and/or digital certificate, and Party B shall not be responsible for any fund transfer or any consequence of the transfer conducted as per the said instruction or authorization. In the event Party A’s Merchant ID, password and/or digital certificate have been compromised so that fraudulent fund transfers have been made or collected, Party B shall provide reasonable assistance to Party A to recover any such transfer or resolve the issue.

In the event that Party B executes a payment transaction using funds in Party A’s Merchant ID account otherwise than in accordance with the terms of this Agreement and without authorization or instruction from Party A (including authorization deemed to be given under this Article), Party B shall compensate Party A for that transaction.

4.11 甲方有义务自费搭建并维护与本协议约定支付服务相关的自身计算机系统平台，做好自身的计算机系统开发、调试、运营和维护工作，并保证自身系统的安全性、稳定性。甲方有义务从乙方指定页面下载乙方提供的接口文档，并向乙方提供各方数据传输协议以满足将支付系统接入至甲方平台的技术需求，并适配可与乙方支付系统有效对接且有效识别乙方支付系统交易信息的软硬件及程

4.11 Party A is obliged to establish and maintain the computer system platform required to access the Services under this Agreement at its own cost. Party A shall be responsible for the development, adaption, operation and maintenance of its own computer system, and for ensuring the security and stability of its system. Party A is obliged to download the access document provided by Party B from the website designated by Party B, and to provide to Party B the multiparty data transfer


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序。乙方支付系统若发生变更且或将要求甲方相应改变软硬件及程序，乙方应至少提前 30个日历日及时通知甲方。甲方应指定人员以解决使用本服务过程中出现的问题，并保障甲方自行搭建系统中支付信息数据传输过程中的安全性、保密性、稳定性。		agreement, and to satisfy the technical requirements for integrating the Payment System into Party A’s Platform. Party A shall adapt its software, hardware and system so that they can access and recognize the transaction information of Party B’s Payment System. Party B shall provide prompt and at least 30 calendar days’ prior notice of any changes to its Payment System that may require Party A to change its software, hardware or system. Party A shall also assign staff to solve problems arising out of the process of using the Service under this Agreement and ensure the safety, confidentiality and stability of the payment data transfer in its own computer system platform.

4.12 在未经乙方书面授权的情况下，甲方不能擅自对乙方网站或支付系统使用反向工程进行技术破解，或通过转载、复制、截取、篡改、整合手段，或制造、使用与乙方网站和支付系统有关的衍生产品。		4.12 Without Party B’s authorization in writing, Party A shall not conduct technology crack by using reverse engineering on Party B’s website or Payment System, or manufacture or use any derivative products related to Party B’s website or Payment System through ways of reprint, copy, extraction, tampering or integration.

4.13 甲方（包括甲方的员工或其合作机构）不得采用任何技术手段非法截获或使用其用户的敏感支付信息，甲方若违反该义务应承担因此造成的所有损失。		4.13 Party A (including its staff members or service providers) shall not illegally intercept and capture or use its Users’ sensitive payment information through any technology. Party A shall be responsible for all the losses incurred as a result of its breach of this obligation.

4.14 当甲方平台存在不安全因素可能影响到乙方或用户利益的情况下，乙方有权要求甲方消除或化解不安全因素。甲方有义务在收到乙方通知后五个工作日内尽快尽一切合理努力消除该不安全因素。如在五个工作日内纠正该问题是不可能的，甲方应当告知乙方一个预期时间。在该等期限内，乙方有权暂停服务且不视为违反本协议。		4.14 Where unsecure elements exist on Party A’s Platform which may affect Party B’s or Users’ interests in a materially adverse way, Party B may demand that Party A erases or resolves such unsecure elements. Party A shall use all reasonable endeavors to erase such unsecure elements as soon as possible and within 5 business days upon receipt of Party B’s notice. If it is not reasonably possible to rectify the issue within 5 business days, Party A shall notify Party B of an anticipated timeframe. During this period, Party B can temporarily suspend its services, which shall not be deemed as a breach of this Agreement.

4.15 乙方收到用户的人民币款项后会通过支付系统及时通知甲方，用户将人民币款项付至乙方即视为用户履行了对甲方的付款义务。甲方应促使商品以用户同意的方式及时送达。因乙方于本条项下作		4.15 Party B will inform Party A via its Payment System as soon as a User’s payment in RMB has been authorized. By paying the Transaction Amount in RMB to Party B, the Users shall be deemed as having fulfilled their payment obligations towards


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出有关支付结果的错误通知而使甲方或甲方二级商户遭受的损失的，乙方承担赔偿责任，因甲方或甲方二级商户的原因导致的损失除外。		Party A, and Party A shall procure that the goods are delivered in a timely manner as agreed with the User. Party B shall be liable to Party A for any losses it or any Platform Merchant incurs in the event that Party B makes an incorrect notification of payment authorization under this Article, but Party B shall not be liable for any losses caused by reasons attributable to Party A or any Platform Merchant.
4.16 甲方或任何二级商户（视具体情况而定）自行受理用户的退款 /退货申请，甲方或二级商户决定对用户予以退款/退货的，甲方应向乙方发送退款请求。乙方仅受理甲方发来的退款请求，不受理用户发来的退款申请。		4.16 Party A or any Platform Merchants (as the case may be) shall handle requests for refund/return of goods from Users. Should Party A or a Platform Merchant decide to refund and accept a return of goods from the Users, Party A shall send the refund request to Party B. Party B only accepts refund requests sent by Party A and will not accept any refund requests sent by the Users.
4.17 因甲方收款银行或甲方的原因，导致本协议付汇或付款出现延迟、失败、错误等情形的责任和后果由甲方承担。包括但不限于以下情形：（1）甲方提供的银行账户信息错误；（2）甲方发送的电子指令信息不明、存在乱码、不完整等；（3）甲方指定的收款账户内资金被依法止付、账户状态为销户等其他非正常状态；（4）甲方的其他违反相关法律法规及本协议的行为。尽管有上述规定，乙方应当向甲方提供所有合理的协助以了解上述延迟、失败或错误的原因并在允许的情况下向甲方提供合理协助以帮助解决问题。		4.17 If, due to circumstances attributable to Party A or Party A’s receiving bank, the payment or the payment of foreign exchange under this Agreement is delayed, failed or mistaken, Party A shall bear the responsibilities and consequences thereof. These circumstances include but not limited to the following: （1） The bank account information provided by Party A is incorrect; （2） The electronic instruction sent by Party A is unclear, incomplete or with random codes, etc.; （3） The receiving bank account designated by Party A has stopped payment on a legal basis, is closed or is in another abnormal status; （4） Other acts of Party A that are in violation of relevant laws and regulations or of this Agreement. Notwithstanding, in such circumstances Party B shall provide Party A with all reasonable assistance to help investigate the reasons for the delay, failure or mistake and provide Party A with reasonable assistance, where possible, to help resolve the issue.
4.18 本协议有效期内，甲方除遵守本协议之约定外，还应严格遵守乙方内部管理规范。甲方保证：仅将乙方提供的支付服务用于自身经营活动；未经乙方书面同		4.18 Party A shall comply with Party B’s internal management policies and rules. Party A warrants that Party B’s Payment Service will only be used in Party A’s own business activities and, unless


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意，不得允许第三方接入及 /或使用乙方向其提供的支付服务。尽管如此，乙方同意，甲方的经营活动以及甲方平台存在二级商户的商品销售情形。		approved by Party B in writing, no third party shall be allowed to access and/or use Party B’s Payment Service. Notwithstanding, Party B acknowledges that Party A’s business activities and use of the Services involve the sale of goods by Platform Merchants through Party A’s Platform.

4.19 甲方有义务及时、妥善处理甲方与用户、甲方二级商户与用户之间因为商品销售而引起的纠纷，包括但不限于产品和服务质量和安全等原因引起的投诉和纠纷、因用户要求退款产生的纠纷和责任等。若上述纠纷导致乙方遭受任何诉讼、追索、损失（前提是该等用户纠纷并非与乙方违反法律、违约、过失有关或属于第 5.7条范围内的纠纷）及由此产生的律师费、诉讼费、仲裁费及其他主张权利而产生的合理费用，甲方应予以赔偿。对于任何乙方所遭受的应由甲方承担赔偿责任的诉讼或追索，乙方应当立即通知甲方，且乙方不得在未经甲方同意的情况下对责任作出任何承认或和解。		4.19 Party A is responsible for handling disputes between Party A and Users arising from any sale of goods including but not limited to disputes arising from complaints about the quality or safety of the goods and services, disputes and liabilities regarding the Users’ refund demands, and so forth. In case Party B suffers from any litigation proceedings, claims, or damages as a result therefrom (and provided such User dispute has not arisen in connection with Party B’s breach of law, breach of contract or negligence or a dispute within the scope of Article 5.7), any legal fees, litigation fees, arbitration fees and other reasonable fees incurred by Party B shall be compensated by Party A. Party B shall notify Party A immediately of any proceeding or claim brought against them for which Party A is obliged to compensate and Party B shall not make any admission of liability or make any compromise without the consent of Party A.

4.20 甲方有权根据本协议之约定，要求乙方及时进行结算，即向甲方划转扣除相应跨境外汇支付服务手续费和相关费用后的甲方商户号下的交易资金。		4.20 Party A has the right to demand Party B to settle the amount, namely to transfer the Transaction Amount under Party A’s Merchant ID after deducting the Cross-Border Foreign Exchange Payment Service fee and other related charges to Party A in a timely manner pursuant to this Agreement.

4.21 甲方有义务按照本协议约定向乙方支付服务费。如甲方商户号账户余额（被止付款项除外，下同）不足以支付应付服务费的，乙方有权从甲方后续交易资金中扣除相应款项。甲方没有后续交易资金的，甲方应向商户号账户内充值以补足未付费用，因此产生的费用由甲方承担，否则从收到乙方通知之日起，甲方每日按照欠付金额的万分之五向乙方缴纳逾期违约金。		4.21 Party A is obliged to pay the Transaction Fee to Party B pursuant to this Agreement. If the balance in Party A’s Merchant ID account (excluding the amount of any Stopped Payment) is insufficient to pay the Transaction Fee, Party B has the right to deduct that shortfall from Party A’s subsequent Transaction Amounts. In case there is no such subsequent Transaction Amount, upon request Party A shall recharge its Merchant ID account so as to pay the unpaid fees and shall bear any such incurred fees from its recharged account. Otherwise, Party A shall pay liquidated damages at 0.05% (five in ten thousand) of the unpaid amount per day starting from the day on which Party A received Party B’s notice that requested a recharge of the unpaid Transaction Fee.


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4.22 甲方有权根据本协议之约定，要求乙方及时进行收款、换汇和结算交易金额（在扣除相应的交易手续费前提下）。		4.22 Party A has the right to demand Party B to collect, convert and settle Transaction Amounts in a timely manner pursuant to this Agreement and subject to the deduction of any Transaction Fees.
4.23 在单个自然月中，如用户或发卡机构发起的累计银行卡拒付金额或银行卡盗卡、非本人交易等主张涉及的金额超过自本协议生效之日起累计支付交易金额的十万分之一的，乙方有权通知甲方加强监控或采取合适的整改计划和目标，并要求甲方在收到通知之日起 15 个工作日内向乙方反馈其整改计划和目标完成情况。如甲方未在收到通知之日起 30 个自然日期限内(“整改期限”)完成整改计划和目标的，乙方保留自30 个自然日整改期限到期后的10日内单方终止本合同的权利。		4.23 In any single calendar month, if the accumulative total amount involved in bounced payments, card theft, unauthorized transaction and other claims raised by the Users or by the issuing banks of cards exceeds one in a hundred-thousand (0.001%) of the total Transaction Amount accumulated from the effective date of this Agreement, Party B shall have the right to notify Party A to strengthen its supervision and adopt a suitable plan and target for rectification, and request that Party A provides feedback regarding the performance of such rectification plan within 15 business days from its receipt of Party B’s notice. If Party A fails to implement its plan and target for rectification within 30 calendar days from its receipt of Party B’s notice (Rectification Time Period), Party B reserves its right to unilaterally terminate this Agreement within 10 calendar days from the expiry of such 30 calendar days Rectification Time Period.

4.24 有关白条支付、白条分期的特别约定： 1）甲方同意乙方将相关交易信息提供给乙方的合作金融机构、白条服务商、政府监管部门等，以供后续向甲方提供持续地、更优质的服务。在不违反法律法规、政策的前提下，乙方应告知甲方获得该等信息的银行、白条服务商和政府监管部门的名称及披露的信息内容。 2）甲方需确保用户同意使用白条支付或白条分期服务，如甲方无合理证据证明已经明确告知用户申请白条支付或白条分期服务为经用户确认同意的行为而导致用户拒绝还款的 ,由此给乙方及白条服务商带来的所有损失由甲方承担。鉴于乙方		4.24 Special clause for Baitiao Payment and Baitiao Instalment: 1) Party A agrees that Party B will provide relevant transaction information to Party B’s cooperative financial institutions, Baitiao Service Provider, government regulators and so on, so as to provide continuous and better service to Party A. Party B shall inform Party A of the names and disclosures of the banks, Baitiao Service Provider and government regulatory authorities that have obtained such information without violating the laws, regulations and policies. 2) Party A needs to ensure that Users agree with the use of Baitiao Payment. If any User refuses Baitiao repayment due to Party A’s failure to provide reasonable evidence showing the User having given consent to use Baitiao Payment, all losses to Party B and Baitiao Service Provider shall be borne by Party A. Given the fact that Party B and/or Baitiao Service Provider own and operate an independent


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和/或白条服务商拥有并运作一个独立的网站（“白条服务网站”）来处理白条支付 /白条分期，为避免歧义，当甲方技术上成功将用户从甲方平台导至乙方和 /或白条服务商运作的白条服务网站上的请求用户勾选同意框同意使用白条支付 /白条分期的页面，即应视为甲方已经获得了用户使用白条支付 /白条分期的同意。

3）甲方不得明知却支持或容忍白条“套现”等活动，并应在知晓任何在甲方网站内发生的白条“套现”活动或其他可疑行为后立即通知乙方。

4）甲方保证不做出任何有损于乙方及白条服务商品牌形象和声誉的言论及行动，如发现甲方有故意诋毁或损害乙方或白条服务商声誉的言论或行为的，乙方有权立即终止本协议，并追究甲方的法律责任。

5）如果用户由于商品问题拒绝向白条服务商偿付贷款，甲方应向消费者澄清乙方及白条服务商均不对商品质量和货物售后服务负责，并应在白条服务商向用户催缴还款的过程中提供必要的协助，该协助仅包括向白条服务商提供在甲方消费的催收目标的收货人姓名和手机号（但前提是个人信息主体对于甲方向乙方分享该等个人敏感信息已给予明示授权）；

6）甲方配合白条服务商及时对疑似欺诈或者白条逾期的订单进行核查（但须乙方或白条服务商提供合理的怀疑用户欺诈或者还款逾期的证据），甲方需要配合乙方线下提供提供必要的协助，该协助仅包括提

and separate website to process Baitiao Payment/Baitiao Instalment (“Baitiao Service Website”), for the avoidance of doubt, Party A shall be deemed as having obtained a User’s consent to use Baitiao Payment/Baitiao Instalment upon its successfully redirecting such User from Party A’s Platform website to the webpage requesting for Baitiao users checking of the consent box as displayed at the Baitiao Service Website.

3) Party A may not knowingly support or tolerate Baitiao “cash out” and other activities, and shall notify Party B immediately after knowing any “cash out” activities or other suspicious behaviors occurring in Party A’s website.

4) Party A shall not make any speech or take any action action that is likely to materially damage Party B and Baitiao Service Provider’s brand image and reputation. In case of any deliberately slander or action that caused damage to the reputation of Party B or the Baitiao Service Providers, Party B has the right to terminate this Agreement immediately and reserve the right to claim against Party A for damages.

5) if any User due to the commodity problem refuses to pay Baitiao Service Provider, Party A shall clarify to the User that the Baitiao Service Provider is not liable for the quality of goods and service, and shall provide necessary assistance to Baitiao Service Provider in the process of collecting repayment from the User, such assistance only includes provision of User’s name and phone number to Baitiao Service Provider, provided that the User has given explicit consent to Party A for sharing such personal sensitive information to Party B.

6) Party A shall provide necessary assistance to Baitiao Service Provider in case Baitiao Service Provider can provide reasonable evidence showing its suspicion of a User’s fraud activities or any overdue Baitiao repayment, such assistance only includes provision of User’s name and phone number to Baitiao Service Provider, provided that the User has given explicit consent to Party A for sharing such personal sensitive information to Party B.

7) In case any User refuses to pay Baitiao Service


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供收货人姓名与手机号（但前提是个人信息主体对于甲方向乙方分享该等个人敏感信息已给予明示授权）；

7）用户在被催收时表示由于未收到物流延迟等原因而逾期，甲方应协助乙方提供相关的货运状态信息，该等信息仅包括运输单号、是否妥投的相关截图。如甲方无法提供该等物流状态信息，则由甲方向白条服务商承担相应损失。甲方应承担解决用户未收到货物问题的责任，包含但不限于退款或重新发货等。

8）乙方及白条服务商可根据甲方实际的交易规模、甲方业务实际销售额的变化、甲方履约能力及资信状况的变化等情况，调整乙方及白条服商为甲方平台上的交易开放的“白条支付、白条分期”交易规模（包括商户敞口限额、日交易限额、地域限制等），但前提是乙方应提前将欲调整的范围方案书面通知甲方后才能实施。甲方可以根据业务开展实际情况申请调整“白条支付、白条分期”交易规模，具体以乙方及白条服务商另行审批确认的书面意见为准 (乙方及白条服务商无正当理由不得不合理拒绝该等调整申请 )，乙方在采取调整措施之日起1个工作日内，以书面形式通知甲方。

9）如用户向甲方提出白条支付及白条分期订单需要进行货物拦截，甲方需要按用户要求及时配合货物拦截。

10）乙方及白条服务商向甲方平台需要使用白条支付、白条分期的用户开放白条账户申请功能，白条服务商有权制定白条账户申请规则。

Provider by claiming he or she has not received the goods, Party A shall provide necessary logistics status information including waybill number and delivery status screenshot. Party A shall be liable to for losses to Baitiao Service Provider for its failure to provide necessary logistics status information.

8) Based on Party A’s actual transaction scale, sales revenues and creditworthiness, Party B and Baitiao Service Provider may adjust the transaction scale and volume (including merchant quota, daily transaction quota and territorial restrictions, etc.) available for Baitiao Payment and Baitiao Instalment transactions occurring at Party A’s Platform, provided that Party B and Baitiao Service Provider shall prior communicate with Party A of its proposed plan on its revised Baitiao Payment transaction scale and volume. Party A may also apply for updating its Baitiao Payment transaction scale and volume by submitting the application to Party B and Baitiao Service Provider for approval, which shall not be unreasonably withheld by Party B and Batiao Service Provider, and in such case Party B shall inform Party A in writing any change of the transaction scale and volume for Baitiao Payment and Baitiao Instalment transitions within 1 working day from such change becoming effective.

9) Party A shall block the delivery of goods under any orders financed by Baitiao Payment or Baitiao Instalment if there is such a request raised by any User.

10) Party B and Baitiao Service Provider shall make Baitiao Payment and Baitiao Instalment available to Users who need to use such payment channels by opening Baitiao account set-up function to such Users. The relevant Baitiao account application rules shall be decided by Baitiao Service Provider.


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4.25 为查询甲方的信用状况，审核甲方履行本合同义务的能力，确认甲方使用本服务的资格，甲方同意并授权乙方及乙方合作金融机构、白条服务商在符合《征信业管理条例》等法律法规的前提下，向依法设立的征信机构、资信评估机构或有关法律、监管机构许可的类似机构（以下统称 “信用机构”）查询、使用甲方的信用信息和信用报告。如未有另行约定，前述授权期限与本合同有效期限一致。且为建立信用体系，甲方同意并授权乙方及乙方合作金融机构、白条服务商向信用机构发送甲方的信用信息（包括但不限于不良信息）。		4.25 In order to check Party A’s creditworthiness and ability to perform this Agreement and eligibility to use the Service, Party A hereby agrees that, during the term of this Agreement, Party B and its cooperative financial institutions as well as Baitiao Service Provider may check and search Party A’s credit reports with legally qualified credit investigation organizations, credit rating agencies or other organizations permitted by the regulating authorities (hereinafter as “Credit Agencies”) and use such credit reports, provided that any if such search and use of the credit reports shall be in compliance with PRC Administrative Regulations on Credit Investigation Industry as well as other applicable regulations protecting financial and credit information. Party A also agrees and authorizes Party B and its cooperative financial institutions as well as Baitiao Service Provider to send Party A’s credit information to Credit Agencies (including unfavorable information).
第五条乙方权利和义务		Article 5 Party B’s Rights and Obligations
5.1 乙方在履行其于本协议项下义务的过程中，应当： 1）遵守全部适用的法律、法规及支付规则； 2）遵守良好行业规范及服务水准； 3）持有并维持其提供本协议下服务所需要的全部证照及许可。		5.1 In performing its obligations under this Agreement, Party B shall: (1) comply with all applicable laws, regulations and payment scheme rules; (2) do so in accordance with Good Industry Practice and the Service Levels; and (3) hold and maintain all licenses and permits it is required to have in order to provide the Services.
5.2 乙方应按本协议之约定，通过系统向甲方提供甲方支付交易明细、退款交易处理详情。		5.2 Party B has the right to provide Party A with Party A’s payment information and all refund transactions’ information.


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5.3 双方有权在征得对方书面同意的情况下，自负费用对双方的合作业务进行一定的推广，具体的形式双方另行协商。		5.3 With prior written approval from the other party, either party may at their own cost promote their cooperation with the other party. The particular methods for promotion are to be agreed between the parties.
5.4 在甲方违反与其使用本协议下服务相关的国家或地区的法律时，乙方有权暂停向甲方划付相应的交易金额，对甲方因此而遭受的损失，乙方不负任何责任。在该等情形下，如果能够确定用户付款账户，乙方应当将交易金额原路返还至用户原付款账户。		5.4 In the event that Party A violates relevant state or local laws in relation to its use of the Services, Party B is entitled to suspend its transfer of the corresponding Settlement Amount to Party A, and shall not be responsible for any losses of Party A incurred therefrom. In such circumstances and upon Party A’s request, Party B shall refund such Transaction Amounts to the Users.
5.5 乙方负责支付系统的建设、运行和管理，并有权制订和修改相应的管理规则和功能，甲方有义务遵守乙方制定的最新管理规则和功能。乙方应当就任一管理规则或功能的新增或修改提前【 5】个以上自然日作出通知。		5.5 Party B is in charge of the establishment, operation and management of the Payment System. Party B has the right to formulate and modify relevant management rules and functions. Party A shall comply with the latest management rules and functions formulated by Party B. Party B shall provide [5] calendar days’ notice prior to the introduction or modification of any such management rules and functions.
5.6 乙方有义务按照本协议之约定，及时向甲方支付扣除交易手续费后的结算金额。		5.6 Party B is obliged to remit in a timely manner to Party A the Settlement Amount as agreed in this Agreement and subject to deduction of the Transaction Fee.
5.7 乙方不负责解决因任何原因导致的有关用户与甲方，用户与甲方二级商户之间交易的纠纷和投诉，且不承担任何责任。乙方应当负责处理在用户与乙方之间就乙方向用户提供支付服务产生的任何争议及投诉。若甲方由于乙方向用户提供的支付服务而遭受任何诉讼程序、索赔或损害（且该等用户争议并非由于甲方违反法律或合同或存在过失行为而产生），基于上述事项产生的全部损失、损害、法律费用、诉讼费用、仲裁费用或其他合理费用均应由乙方按甲方要求进行支付。甲方应在针对双方提起的、乙方有赔偿义务的任何程序或		5.7 Party B is not responsible for handling any disputes and complaints between Users and Party A regarding Party A’s provision of any services (excluding payment service) to Users, or any disputes and complaints between Users and Platform Merchant regarding their goods transactions. However, Party B shall be responsible for handling any disputes and complaints between Users and Party B regarding Party B’s provision of payment services to Users. In the event that Party A suffers any litigation proceedings, claims, or damages as a result of Party B’s provision of its payment services to Users (and provided such User dispute has not arisen in connection with Party A’s breach of law, breach of contract or negligence), all losses, damages, legal fees, litigation fees, arbitration fees or other reasonable fees arising therefrom shall be paid by


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主张被提起后立即通知乙方，甲方在未取得乙方同意的情况下，不得承认任何责任或作出任何让步。		Party B on Party A’s demand. Party A shall notify Party B immediately of any proceeding or claim brought against them for which Party B is obliged to compensate and Party A shall not make any admission of liability or make any compromise without the consent of Party B.

5.8 乙方按照现行国际收支申报的规定，对甲方与实际用汇客户之间的交易，对集中涉外收付款项进行国际收支统计的还原申报。		5.8 Party B shall abide by the procedures governing the declaration on international balance of payments, and shall carry out the declaration based on the actual data of receipts and payments regarding the concentrated foreign-related receipts and payments incurred during the transactions between Party A and Users.

5.9 在本协议履行期限内，若乙方的支付服务发生技术性障碍，导致支付服务中断 (无论中断时间长短)，协议双方应积极合作，配合相关第三方 (如银行等)查明原因，以求妥善处理，若因乙方（或乙方的服务提供商）责任造成支付故障，乙方应当立即纠正该等故障并应按照故障时间的双倍时间顺延对甲方的服务；若因甲方（或甲方的服务提供商）责任造成支付故障，由甲方承担修正故障的主要责任。若乙方系统故障导致支付服务中断持续【 7】日以上，甲方有权立即终止本协议。		5.9 During the performance of this Agreement, in the event that any technical failure of Party B’s Payment System causes any suspension of the acceptance, collection and remittance of User payments (irrespective of the affected time), the parties shall cooperate and collaborate with relevant third parties (for instance, the banks) to investigate so as to properly and promptly solve the problem. If the failure is caused by Party B (or its service providers), Party B shall be responsible for promptly rectifying the failure and shall extend its service to Party A for double of the failure time. If the failure is caused by Party A (or its service providers), Party A shall bear the primary responsibility for rectifying it. If the failure which is caused by Party B’s technical failure of its Payment System cannot be repaired within 7 days, Party A may immediately terminate this Agreement.

5.10 如因系统故障、乙方操作失误等原因导致甲方商户号账户的资金与（乙方根据第 5.15款存放甲方资金的）银行的对账凭证不符的，乙方有权按银行对账凭证的内容，对甲方商户编号下交易和资金进行处理。乙方应当通知甲方其采取的具体措施。尽管存在上述规定，乙方应当执行并维持适当稳健的操作程序以确保甲方商户号账户记载的金额是真实、准确并是最新的。		5.10 If, due to a system failure or Party B’s operational mistake, the amount recorded by Party B in Party A’s Merchant ID account is incorrect and not consistent with the bank’s (being the bank in which Party B holds Party A’s funds in accordance with article 5.15) statement of account, Party B is entitled to handle transactions and settle payments based on the bank’s statement and adjust the recorded balance of Party A’s Merchant ID accordingly. Party B shall inform Party A of the specific measures taken. Notwithstanding the foregoing, Party B shall implement and maintain appropriate and robust operational procedures to ensure amounts recorded on Party A’s Merchant ID are true, accurate and up to date.


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5.11 一方有权基于本协议约定的正当理由（仅包括上市、融资并购审计、法律规定的公告、为执行本协议）向包括但不限于第三方机构、有权机关、投资人、关联公司披露本协议及与本协议相关的信息、数据等；有权请求另一方提供与本协议有关的加盖公章的纸质文本，包括但不限于协议、资质证明、说明、授权委托书等，被请求方应积极协助提供。		5.11 Any Party has the right to disclose this Agreement, as well as relevant information and data of this Agreement, for a reasonable purpose specified in this Agreement (for purpose of this Agreement, a reasonable purpose only includes information required for a listing, audit in financing merger, or public notice required by applicable laws, or information disclosure which is required for the purpose of performing this Agreement) to parties including but not limited to third party institutions, competent authorities, investors, and affiliated companies, and has the right to request the other Party to provide hard copies of documents affixed with its company seal in relation to this Agreement, including but not limited to this Agreement, certification of qualifications, explanation, power of attorney and so forth, and Party A shall assist in providing the same in a proper manner.

5.12 本协议有效期内，因国家相关主管部门颁布、变更的法令、政策导致乙方不能提供约定服务或需要变更合同的，不视为乙方违约，双方应根据相关的法令、政策变更合同内容。在所需的变更将会对本协议下服务产生实质影响的情况下，甲方可拒绝变更本协议，而对本协议予以终止，该等终止自相关法令、政策发生变化之时生效。		5.12 If, during the term of this Agreement, Party B is incapable of providing the agreed service due to changes in regulations and policies formulated by the competent supervising authorities, Party B shall not be deemed as in breach of this Agreement. The parties shall modify this Agreement pursuant to the relevant regulations and policies. To the extent the modifications required will have a material impact on the Services received, Party A may decline to modify the Agreement and instead terminate the Agreement with effect from the changes in regulations and policies coming into force.

5.13 乙方应当根据良好行业规范维持稳健和持续性检测的安全系统、控制及程序，以保护其支付系统的安全性，包括尽可能鉴别并防止未经授权的支付交易，并防止用户支付数据的丢失。乙方应根据甲方要求赔偿甲方由于乙方违反本条款而遭受的损失。		5.13 Party B shall maintain robust and regularly tested security systems, controls and procedures in accordance with Good Industry Practice to protect the security of its Payment System, including trying with the best endeavor to identify and prevent unauthorized payment transactions, and prevent loss of User payment data. Party B shall indemnify Party A on demand for losses it incurs as a result of its breach of this Article.

5.14 乙方应当根据良好行业规范维持定期测试的业务连续性及故障恢复措施，并致力于确保本协议下服务提供的连续性。		5.14 Party B will maintain a regularly tested business continuity and disaster recovery procedure in accordance with Good Industry Practice and with a view to ensuring the uninterrupted provision of the Service.


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5.15 根据规范非银行支付机构网络支付服务的相关中国法律，在乙方开设的甲方商户号下账户中登记的资金为预付款项，乙方接受委托为甲方保管该等款项，该等款项的所有权属于甲方。尽管该等款项属于甲方，但其储存于以乙方名义开立的银行账户中，应由乙方向银行发出款项划转的指令。乙方应采取合理必要的且符合相关法律法规的措施，以确保乙方开设的甲方商户号下账户中的资金与乙方自有资金分离且依照适用的法律和良好行业规范合理安全的保护该等资金。		5.15 According to the relevant PRC law regulating online payment service by non-bank payment institutions, the fund recorded in Party A’s Merchant ID account is a pre-paid value that Party B is entrusted to take custody of on behalf of Party A, and the ownership of such fund belongs to Party A. Although the fund is owned by Party A, it is deposited with the bank in the name of Party B, and it is Party B that has the right to initiate fund transfer instructions to the bank. Party B shall take such steps as are reasonably necessary (and in accordance with relevant laws) to ensure that funds held for Party A are segregated from its own assets and are appropriately safeguarded in accordance with applicable laws and Good Industry Practice.

5.16 最惠国待遇：在签署本协议并在本协议期限内，乙方向甲方作出如下陈述与保证： 1）甲方应当支付的服务费用及适用的货币汇率，以及 2）本协议中的条款，等同于或更优于向乙方其他的奢侈品电商客户提供的报价、费率或条件。若乙方向其他奢侈品电商客户提供更加优惠的条件或更低的费用或费率报价，乙方应当立即通知甲方并向甲方提供同样的条件或报价。		5.16 MFN: Upon entering this Agreement and throughout its term, Party B represents and warrants to Party A that: (1) the service fees and Currency Rates payable by Party A; and (2) the provisions of this Agreement, are equal to or more favorable than the fees, rates or provisions offered to Party B’s other Luxury E-Commerce Clients. In the event Party B offers more favorable provisions or lower fees or Currency Rates to other Luxury E-Commerce Clients, it shall immediately notify Party A in writing and offer the same to Party A.

5.17 乙方应提供甲方在处理用户问询时所需要的支付结果、状态信息，且应在甲方请求的 2个工作日内提供。		5.17 Party B shall provide within 2 business days from Party A’s request, any payment result information and payment status information that Party A may reasonably require in the course of handling queries from Users.

5.18 乙方应根据甲方的合理要求向甲方提供支持及协助，以帮助甲方将支付系统整合进甲方平台并满足乙方不时的技术标准。		5.18 Party B shall provide Party A with such support and assistance as it may reasonably require to help it to integrate the Payment System into its Platform and to satisfy Party B’s technical standards from time to time.


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第六条保证金		Article 6 Deposit

6.1 保证金：甲方选择下列第（1）种方式向乙方交纳保证金。		6.1 Deposit: Party A chooses the _(1)_/_way in the following to pay the deposit to Party B.

（1）固定保证金：甲方应在本协议签订之日起 / 个工作日内向本协议首页载明的乙方指定账户汇入美元（大写：零美元）的保证金。若甲方不履行本协议规定之义务，且不依据本协议约定或相关法律规定向乙方赔偿的，乙方有权自保证金内扣除相应的部分。当甲方保证金低于约定金额时，甲方应在接到乙方保证金补足通知的 3个自然日内补足相应款项，否则，乙方有权采取必要措施，包括但不限于暂停或终止为甲方提供有关服务、暂停向甲方结算、解除本协议，且对此时甲方因乙方暂停服务时所受损失不负任何责任，且乙方有权要求甲方从接到补足保证金的通知之日起 3个自然日后，每日按照应付款项总额的万分之五支付违约金。如果自甲方最后一笔交易完成之日后的第 180个自然日或本合同终止之日（二者以后发生者为准）后的 7个工作日内，如双方对本协议的履行未发生任何争议，乙方应将甲方剩余的保证金无息返还给甲方。但甲方应向乙方提供保证金收据（扫描件）、甲方收到乙方退还保证金收据（原件）等与退还保证金有关的文件，否则，乙方有权暂不予返还保证金，且不视为乙方违约。		（1）Fixed Deposit: Party A shall remit ___Zero _/______ to Party B’s designated account as indicated in the first page of this Agreement as deposit within ___/___ business days upon execution of this Agreement. Where Party A does not fulfill the obligation of this Agreement or refuses to compensate Party B in accordance with this Agreement or relevant laws and regulations, Party B shall have the right to deduct relevant amount from the deposit so as to compensate its losses. When Party A’s deposit falls short of the agreed amount, Party A shall recharge it to the agreed amount within 3 calendar days upon the notice of Party B; otherwise, Party B shall have the right to take necessary measures, including but not limited to suspend or terminate relevant service, suspend the settlement to Party A and terminate this Agreement without bearing any liability for any losses thus incurred by Party A. Moreover, Party B is entitled to the liquidated damages paid by Party A on the amount receivable at the rate of 0.05% (five in ten thousand) per day, starting after the third calendar day upon Party A’s receipt of Party B’s notice on recharge of the deposit. If after 7 business days starting from the 180th calendar days after Transaction Date of the last transaction of Party A or from the termination date of this Agreement (whichever comes later), there is no dispute between the parties regarding the performance of this Agreement, Party B shall return the remaining deposit to Party A without interests. Party A shall provide the deposit receipt (in scanned copy) as well as related document including receipt (in original) certifying that it has received the returned deposit from Party B; otherwise, Party B shall have the right to refuse return of the deposit, which shall not be deemed as breach of this Agreement.

（2）循环保证金：甲方每笔交易成功后，乙方按照甲方成功交易金额的 / %提取循环保证金，在向甲方转账的同时将循环保证金留存至乙方账户中。该保证金采取 180天循环退回的方式，不计息地汇至甲方指定结算账户中，若该保证金退回的当日的结算资金金额未达到本协议 3.5条约定的结算起付金额，		（2）Revolving Deposit: Party B has the right to deduct / % of the Transaction Amount every time Party A successfully completes a transaction, and retain the revolving deposit in Party B’s account while settling with Party A. The revolving period of the deposit is 180 days and the deposit shall be returned to Party A’s designated account for settlement without interest. If the


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则顺延至结算资金金额达到前述结算起付金额之日，进行结算资金汇付之日同时退回该循环保证金。		Settlement Amount does not reach the Settlement Threshold as agreed in the Article 3.5 of this Agreement on the day the deposit is supposed to be returned, such return will be delayed until the Settlement Amount reaches the Settlement Threshold as mentioned above, and the revolving deposit shall be returned on the date of settlement.



第七条退款		Article 7 Refund

7.1 退款情形：本协议所指的退款指因甲方或二级商户的原因（如：缺货、无法运货、无法提供服务、货物或服务出现质量问题等）或用户的原因，且甲方同意向用户退款，并由甲方向乙方提出退款请求，将交易金额的全部或部分退还至客户。如果甲方不向乙方申请退款，需要自行解决与用户的交易纠纷。乙方应当在收到甲方的要求 ,后的5个工作日内且甲方账户余额充足的前提下，向用户退款。如甲方账户余额不足无法发起退款的，甲方应对甲方在乙方开立的账户进行充值，以满足乙方退款操作需求。		7.1 Circumstances of Refund: a refund in this Agreement refers to the return of all or part of a Transaction Amount to the User for reasons attributable to Party A or a Platform Merchant (for instance, shortage of goods, incapability to deliver the goods, incapability to provide the goods or services, quality problems regarding goods and services, incorrect information of settlement account etc.) or for reasons attributable to the Users, and in each case where Party A has agreed to provide the User with a refund and Party A requests Party B to send the refund. If Party A does not request Party B to refund, it shall resolve the dispute with the User on its own. Party B shall provide the User with a refund within 5 business days from its receipt of Party A’s request.

7.2 退款流程：甲方应该通过管理后台系统向乙方申请退款，如甲方未通过乙方提供的系统进行退款，则由此产生的全部责任均由甲方自行承担，因此给乙方或第三方造成损失的，甲方需承担全部赔偿责任。乙方应在针对双方提起的、甲方有赔偿义务的任何程序或主张被提起后立即通知甲方，乙方在未通知甲方的情况下，不得承认任何责任或作出任何让步。		7.2 Party A should apply for a refund to Party B through Party B’s management system, and shall indemnify Party B for any losses arising from any third party claims brought against it as a result of Party A’s failure to apply a refund through Party B’s management system. Party B shall notify Party A immediately of any proceeding or claim brought against them for which Party A is obliged to indemnify and Party B shall not make any admission of liability or make any compromise without the consent of Party A.

7.3 退款处理方式：除本协议另有约定外，退款采用人民币轧差退款的处理方式，即乙方将甲方商户号下的人民币收款金额（被止付或暂停结算款项除外）与退款金额相抵销，从人民币收款金额中直接扣除退款金额后，乙方应将剩余金额转换为外币并将该等金额根据本协议条		7.3 Method of Refund: Unless otherwise agreed between the parties, the method of refund shall be netting refund, i.e., Party B can offset the refund amount against Transaction Amounts collected for Party A under its Seller Number Merchant ID in RMB. After directly deducting the refund from the Transaction Amounts


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款汇付至甲方。本第7条约定的所有扣除的退款金额，均应原路退还至用户付款的账户或支付账户，包括白条支付和白条分期；如果不能确定用户原付款账户的，甲乙双方另行协商处理。		collected for Party A in RMB, Party B shall convert the remaining balance into foreign exchange and remit the same to Party A in accordance with the terms of this Agreement. The deducted refund amount will be returned to the User’s original bank or payment account, including Baitiao Payment and Baitiao Instalment. If User’s original bank or payment account cannot be identified, the Parties shall further discuss and agree on how to make the refund.

7.4 甲方申请的退款，而甲方商户号下人民币收款金额不足时，乙方应通知甲方并有权不予执行退款申请直至（a）甲方商户号下收取了足够的人民币交易金额；或者（ b）甲方通过其他方式在乙方处存入或持有足够资金用于退款。乙方应在甲方商户号下人民币金额足以执行退款操作时，及时操作原路退还至用户付款账户。		7.4 If the Transaction Amounts collected for Party A under its Merchant ID in RMB are insufficient for the refund order, Party B shall notify Party A and is entitled to refuse the refund until (a) Party A receives sufficient Transaction Amounts in RMB under its Merchant ID; or (b) Party A otherwise places or holds sufficient funds with Party B to make the refund. Upon either of (a) or (b) occurring, the refund shall be provided to a User by the following business day.

7.5 就按照本第7 条已经向用户退还的任何交易金额，乙方1) 在T日北京时间24：00之前收到的退款申请(T日为交易日)，退款金额应为甲方申请的全部交易金额，包括乙方应返还其就该等交易金额已收取的交易手续费；和 2)在T日北京时间24：00之后收到的退款申请(T日为交易日)，不向甲方返还其就该等交易金额已收取的交易手续费。为避免歧义，甲方无需向乙方额外支付任何退款的服务费。		7.5 In relation to any Transaction Amount that has been refunded to a User pursuant to this Article 7, Party B; 1) agrees the refund amount shall be equal to the full Transaction Amount if the refund application is received on or before T day 24:00 in Beijing time (T refers to the Transaction Date) and, in such case all Transaction Fee Party B has charged shall be refunded by Party B to Party A; and 2) has no obligation to refund to Party A any Transaction Fee it has charged in respect of the corresponding Transaction Amount, if the refund application is received after T day 24:00 in Beijing time (T refers to the Transaction Date). For the avoidance of doubt, no additional service fees are payable by Party A in respect of any refund made to a User.

第八条风险控制		Article 8 Control of Risks

8.1 甲方应当负责处理用户在使用其平台过程中的争议，包括但不限于虚假信息、欺诈、伪造、或者用户拒绝支付的情形（包括银行卡持有者等）。		8.1 Party A is responsible for resolving disputes with Users arising from their use of its Platform, including for instance, false information, fraud, counterfeit, or refusal to pay by the Users (including card holders).


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8.2 风险提示：甲乙双方对于“电子商务环境尚未成熟，电子商务立法以及信用体制还不完善”的现状以及开展电子商务业务存在的风险性均完全知悉，双方均承诺采取适当的风险防范措施，以尽量避免或减小风险，并愿意各自承担相应的可能由此造成的损失。		8.2 Warning of Risks：Party A is fully aware of the risks of e-commerce. Both parties promise to adopt proportionate measures to prevent or minimize the risks to the extent that would be reasonably be expected of a firm carrying on their respective businesses.

8.3 为维护双方利益，降低电子支付过程中的风险，乙方有权根据甲方的风险程度 (即甲方的交易、投诉（例如窃卡、拒付及其他存在风险的交易的比例）等因素 )确定或调整甲方通过乙方服务进行收款或交易的限额（包括但不限于用户每种支付资金渠道的单笔 /单日额度、所有资金渠道总额度等设定限额等）。乙方根据本条约定进行调整的，不视为乙方违约，但应在采取调整措施之日起 5个工作日内，以邮件的形式通知甲方。乙方应基于良好善意确定任何该等限制，并应提前与甲方就该等限制进行讨论。若乙方采用的任何限制将在某一实质性方面对甲方接受本协议下服务产生重大不利影响，甲方可经通知立即终止本协议。		8.3 To protect the common interests of both Parties and control the risk in digital payment, Party B is entitled to decide set and adjust the maximum amount of payment Party A engages Party B to collect, including a maximum amount in a single day and frequency of use in a single day for each type of Fund Channel and for all Fund Channels together, by taking into account Party A’s risk factors, i.e. Party A transactions and complaints (for instance the percentage of card theft or bounce payment and other transactions under risk ), and so forth. Any set-up or adjustment of transaction maximum amount in accordance with this clause shall not be deemed as Party B’s breach of contract, provided Party B shall serve Party A 5 working days’ prior email notice of any of such maximum amount of any of the adjustment. Party B shall act in good faith in determining any such limitations and shall discuss proposed changes in advance with Party A. In the event that any limitations introduced by Party B would adversely affect the Services received by Party A in a material way, Party A may terminate this Agreement immediately on notice.

8.4 乙方、银行或有权机关有权对可疑交易、非法交易、高风险交易及交易纠纷进行独立判断，并按以下情况进行处理： (1) 如乙方发现或认为甲方涉及洗钱、诈骗、涉黄、涉赌、交易不真实、欺诈、冒用、盗卡、伪卡、套现、无真实交易背景或与真实交易背景不相符、未得到用户真实支付授权等违法、违规、犯罪活动的，乙方有权向有权机关报告，并向甲方发送调单通知邮件，要求甲方及时提供交易相关证明； (2)乙方可视交易风险等情况采取取消交易、延迟结算、止付、暂停或终止相关服务； (3) 乙方有权依据有关部门的合法指示，进行包括但不限于查询、扣划、冻结、解冻等操作。		8.4 Party B, the banks or competent authorities shall have the right to independently assess suspicious transactions, illegal transactions, high risk transactions and transaction disputes, and handle them in the following ways: (1) if Party B finds or believes Party A is involved in the said offenses or crimes, Party B has the right to report it to the competent authorities and demand Party A to provide evidence related to the transaction in a timely manner; (2) Party B may suspend or terminate the related services taking into account the risks involved in the transaction; (3) in accordance with legitimate instructions of competent authorities, Party B has the right to conduct measures including but not limited to seizure, detainment, freezing and unfreezing.


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8.5 调单通知：所有支付交易均以二级商户与用户本人授权的真实交易为依据。在交易发生之日起 2年内，乙方通过后台数据监控、或用户举证非本人授权交易、或电话复核等途径发现订单异常、可能存在银行卡被盗用、账户被盗用、套现等不真实交易情形的，乙方有权邮件通知甲方，要求甲方在收到乙方有关调单通知邮件后 3个工作日内（下称“调查期间”）按要求提供相关原始资料证明交易的真实性，调单必要信息包括收货姓名、收货电话、收货地址、商品名称、货运单号和物流公司，在收到交易调单通知后若货物还尚未送达收获地址，如用户向甲方提出支付订单需要进行货物拦截，甲方需要按用户要求及时配合货物拦截，但甲方并不保证拦截成功，拦截情况需视乎物流状态而定。		8.5 Chargeback note: all payment transactions shall be processed on the basis of they are real transactions between Platform Merchant and the User. Within 2 years from the date of the transaction, Party B has the right, based on its backoffice data monitoring, claims from Users, or telephone checks, to review and identify Abnormal Transactions indicating possible card fraud, stolen cash or credit card cashing, and the right to request Party A to provide via email related supporting documents, which only includes name and telephone of the recipient, shipping address, purchase order number and name of the logistical service provider, to evidence the authenticity of the transaction within 5 business days (such period being the “Investigation Period”). If the relevant goods has not been delivered to the designated shipping address upon Party A’s receipt of the chargeback notice from Party B, Party A shall block the delivery of goods under any payment orders if there is such request raised by any User, but Party A does not guarantee the success of such block which to a large extent depends on the status of the logistics.

8.6 调单期间处理：在交易真实性调查期间，如果相对应的货物买卖交易尚未完成，则乙方有权暂停向甲方商户号下人民币账户收取该笔接受调查的交易支付的款项，或限制该笔接受调查的交易的结算金额进行购付汇操作。乙方后续应根据甲方提供的或乙方掌握的证据合理判断上述风险已解除或得到合理控制，若风险已得到合理控制乙方应解付款项或恢复提供本服务或其他服务。		8.6 If the underlying sale of goods has not been completed, then during the Investigation Period concerning that transaction, Party B has the right to suspend collection of the underlying Transaction Amount, or restrict the conversion of the underlying Settlement Amount from RMB into the Foreign Currency. During the Investigation Period Party B shall exercise reasonable judgement based on evidence provided by Party A or collected by itself to determine whether that the risk is controllable. If the risk is controllable, then Party B shall immediately lift the restriction and complete the payment or settlement to Party A.

8.7 调单结束后处理：如果甲方无法在调查期间内提供 8.5条约定的相关原始资料或提交资料经司法机关、第三方鉴定机构判定为无效而导致用户非授权交易申诉成立，则该交易被认定为非授权交易；如果甲方明知并纵容其雇员、外包服务商或其雇员存在与用户通过虚构交易、虚开价格、现金退款等方式向用户直接支付现金行为的，认定该交易为“套现”交易。		8.7 Result of chargeback：A transaction will be deemed as unauthorized if Party A fails to provide the data requested by Party B pursuant to clause 8.5 or the data Party A provided is held to be void by any law enforcement agencies or third party accrediting institutions. A transaction will be deemed to be a “cash out” transaction if any of Party A’s employees or service providers colludes with any User in directly paying the User by creating fake transactions, purchase prices or cash refund and Party A knowingly allowed such conclusion.


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第九条附随义务		Article 9 Collateral Obligations

9.1 保密条款		9.1 Confidentiality

9.1.1 除非有相关方出具的加盖公章的书面文件确认，任何一方为履行本协议而向另一方提供的或允许另一方知悉的非公开信息均属该方的机密信息，包括但不限于所有商业信息、账号信息、订单信息、收款人信息、客户信息、电脑程序、用户手册及第三方提交的任何非公开信息。		9.1.1 Unless otherwise confirmed by written document affixed with the relevant party’s company seal, all the non-public information one party provides to the other party or allows the other party to know for the purpose of performing this Agreement shall be the confidential information of that party, which includes but is not limited to all the commercial information, account details, order information, beneficiary information, customer information, computer program, users’ manuals and any non-public information provided by third parties.

9.1.2 受限于9.1.3条和9.1.4条的约定，非经一方书面许可，相对方不得将其知悉的对方机密信息以任何形式泄露给任何第三方。		9.1.2 Subject to Articles 9.1.3 and 9.1.4, neither party shall disclose the confidential information of the other party, without the latter’s written authorization, to any third party.

9.1.3 双方应当告知并以适当的有效方式约束接触保密信息的：（1）尽管有9.1.2条的约定，一方可以将另一方的机密信息向如下人员进行披露：（1）为履行其职责之目的，需要了解相关信息的披露方公司职员；（2）与披露方隶属同一集团的企业；以及（3）出于对本协议的条款提出建议或改进的目的而需要了解这些信息的披露方的专业顾问。就上述第（2）、（3）约定的情形，机密信息的接收者必须知悉保密义务，并同意对上述信息保密，且仅为了上述信息披露的目的而使用上述保密信息。如果上述收件人泄露机密信息，则视为披露方泄露机密信息，披露方应承担泄露的责任。		9.1.3 Notwithstanding Article 9.1.2, either party may disclose confidential information concerning the other to the following persons: （1） Company employees of the disclosing party that need to know the information for the purpose of performing their duties; （2） Undertakings that are in the same group as the disclosing party; and （3） The disclosing party’s professional advisers who need to know such information for the purposes of advising in relation to or furthering the provisions of this Agreement. In the case of (2) or (3) above, the recipient of the confidential information must be made aware of the obligations of confidentiality and agree to keep the information confidential and not to use it for any purpose other than the purpose for which it was disclosed. In case of a leak of confidential information by the above recipients, the disclosing party shall be responsible for the leak as if it was their own leak.

9.1.4 如一方基于法律、法规、判决、裁定（包括按照传票、法院或政府处理程序）的要求而需披露保密信息，则该方应当事先		9.1.4 A party may disclose confidential information concerning the other to the extent it is required to do so to comply with any laws, regulations,


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尽快通知另一方，如不能事先通知亦应在该行为发生后 24小时内通知另一方，除非法律有禁止性规定。		rules of an exchange, court judgments or court rulings (including subpoena, court or administrative proceedings). In such circumstances and where practicable, the disclosing party shall give the other party prior notice of the disclosure as soon as possible. If the party is unable to inform the other party prior to the disclosure, it shall inform them within 24 hours after the above disclosure occurs unless prohibited from doing so under law.

9.1.5 本协议终止后，本保密条款仍然有效。		9.1.5 The confidentiality clause shall remain valid after termination of this Agreement.

9.2 反商业贿赂条款		9.2 Anti-commercial bribery

任何一方都应遵守与反贿赂和反腐败有关的所有适用法律、条例和守则，并应维持和实施充分的措施以防止其业务中产生贿赂。		Each Party shall comply with all applicable laws, regulations and codes relating to anti-bribery and anti-corruption and shall maintain and enforce adequate procedures to prevent bribery within their business.

9.2.1 任何一方保证其自有的工作人员不得向对方工作人员进行商业贿赂。		9.2.1 Each party warrants that its employees shall not pay commercial bribery to employees of the other party.

9.2.2 任何一方发现对方工作人员有商业贿赂行为的，有权立即单方解除本协议；因此给双方及第三方造成的损失，均由行贿方承担，并应按照《中华人民共和国刑法》等相关法律追究相应人员的责任。		9.2.2 Either party that discovers conduct of commercial bribery by the other party’s employees shall have the right to unilaterally terminate this Agreement.

9.3 知识产权		9.3 Intellectual Property

9.3.1 乙方或其关联公司拥有 “网银在线”、京东、京东钱包、京东支付、白条及相关产品和服务的一切权利，前述产品及服务包括但不限于：文字、软件、声音、图片、录像、图表、广告中的全部内容、网银在线（北京）科技有限公司电子邮件的全部内容、乙方网站为用户提供的其他信息等形式，所有这些内容均受法律的保护。甲方不得将乙方的商业标识、专利以自己的名义或委托他人以任何形式在其他国家申请保护。		9.3.1 Party B owns all rights of “Chinabank payments” “Jing Dong” “Jing Dong Wallet” “Jing Dong Payment” “Bai Tiao” and related products and services, which include but not limited to: all contents of the characters, software, sound, pictures, videos, charts, and advertisements, all contents of emails of Chinabank Payments Technology Co. Ltd., and any other information provided on Party B’s website for the Users. All the above contents are protected by the laws. Party A shall not, in its own name or engage any other person to, apply in other countries for protection of any kind of Party B’s business marks or patents.

9.3.2 甲方及其关联公司拥有与平台以及相关产品和服务的所有知识产权，包括但不限于文字、软件、		9.3.2 Party A and its affiliates own all intellectual property rights to the Platform and related products and services, which include but are not


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声音、图片、录像、图表、广告、邮件中的全部内容。所有这些内容均受法律的保护。乙方不得将甲方的商业标识、专利以自己的名义或委托他人以任何形式在其他国家申请保护。		limited to: all contents of the characters, software, sound, pictures, videos, charts, and advertisements and emails. All the above contents are protected by the applicable laws. Party B shall not, in its own name or engage any other person to, apply in other countries for protection of any kind of Party A’s business marks or patents.

9.3.3 甲方使用上述权利的，应经乙方的书面许可。		9.3.3 Party A shall obtain Party B’s written authorization to use the foregoing rights.

9.3.4 乙方再次授予甲方在本协议有效期内非独家、免许可使用、不可撤销不可转让的许可，许可甲方在本协议期限内其平台上为向用户推广本服务或者履行本协议下的义务而使用乙方的商标和标识。		9.3.4 Party B hereby grants Party A during the term of this Agreement a non-exclusive, royalty free, non-transferable, irrevocable licence to use Party B’s trademarks and logos on its Platform for the purpose of marketing the Services to Users and for carrying out its obligations under this Agreement.

9.3.5 本协议终止后， 9.3.1、9.3.2、9.3.3和9.3.4款约定仍然有效。		9.3.5 The preceding four Articles9.3.1, 9.3.2, 9.3.3 and 9.3.4 shall remain effective after termination of this Agreement.

9.4 乙方同意甲方向美国证券交易委员会提交本协议。		9.4 Party B consents to Party A’s filing of this Agreement with the United States Securities and Exchange Commission.

第十条免责事由		Article 10 Exemption of Liabilities

10.1 一方受不可抗力事件影响而部分或全部不能履行本协议的，应于不可抗力事件发生之日起的两个工作日内通知对方。如因不可抗力导致任何一方迟延或无法履行本协议，则该方在该范围内不承担任何责任。		10.1 If a party is prevented from performing part or all of its obligations under this Agreement due to a Force Majeure Event, it shall inform the other party within two business days upon the occurrence of such event. Neither party shall be liable for any delay or failure to perform their obligations under this Agreement to the extent such delay or failure is caused by a Force Majeure Event.

10.2 一方受不可抗力事件影响而部分或全部不能履行本协议的，应尽合理最大努力尽快履行其义务。		10.2 If a party is prevented from performing part or all of its obligations under this Agreement due to a Force Majeure Event, it shall use all reasonable endeavours to perform its obligations as soon as possible.

10.3 一方受不可抗力事件影响而部分或全部不能履行本协议超过一个月的，则（ a）另一方可通过书面通知的形式立即解除本协议，或（ b）双方达成一致意见修改本协议。		10.3 If a party is prevented from performing part or all of the obligations under this Agreement due to a Force Majeure Event for a period exceeding 1 month, then (a) the other Party may terminate this Agreement immediately on written notice; or (b) the Parties may agree a modification to the Agreement.


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10.4 “不可抗力事件 ”是指在本协议签订后发生的、受影响一方无法预见、不可避免并无法克服的客观情况。此等事件包括但不限于水灾、火灾、旱灾、台风、地震及其它自然灾害，罢工，骚动，暴乱，战争（不论宣战与否）。		10.4 A “Force Majeure Event” means any objective event that is unforeseeable, unavoidable and insurmountable to the affected party that occurs after the signing date of this Agreement, including but not limited to natural disasters, such as flood, fire, drought, typhoon and earthquake, strike, turmoil, rebellion and war (whether or not declared).

对于乙方而言，当某不可抗力事件的影响可以通过乙方按照第 5.13条的规定维持和实施适当的业务连续性及故障恢复计划而被避免或减轻时，第 10.1条的规定在该等范围内应不适用。		In the case of Party B, Article 10.1 shall not apply to the extent the impact of a Force Majeure Event could have been avoided or mitigated had Party B maintained and implemented an appropriate business continuity and disaster recovery plan in accordance with Article 5.14.

10.5 由于网络所具有的特殊性质，遇到下列影响网络正常经营情形之一的，乙方因此延迟履行或未履行本协议项下义务可在相应范围内不承担责任：		10.5 Due to the distinctive nature of the internet, Party B shall not be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by any of the following events occurring which affects the normal operation of the internet:

（1）黑客攻击，或计算机病毒侵入或发作的；（2）计算机系统遭到破坏、瘫痪或无法正常使用的；（3）电信部门进行技术调整或发生故障的；因政府部门要求乙方暂时或持续停止提供服务的；（2）银行或电信运营商等非乙方原因造成的；（3）因法律法规变动导致乙方做出调整的。若乙方未履行其在5.13及5.14条项下的义务，则本条不适用。		(1) Temporary or lasting suspension of service of Party B as requested by government; (2) Reasons caused by banks or telecommunication operators other than Party B; (3) Adjustment of Party B based on change of laws and regulations. This Article shall not apply to the extent Party B has failed to fulfill its obligations in Articles 5.13 and 5.14.


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10.6 即使有任何不同约定，本协议不应限制或排除任何一方的以下责任：（1）欺骗性陈述、欺诈行为或欺诈性不作为；（2）任何其他法律未明确排除或限制的其他责任。		10.6 No party’s liability: (1) for fraudulent misrepresentation or for any other fraudulent act or omission; (2) for any other liability which may not lawfully be excluded or limited, is excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case.

10.7 任何情况下本协议和数据安全协议的一方对另一方均不承担任何间接性、后果性、附带性和名誉损失。		10.7 In no eventunder the Agreement, DPA and/or Controller clauses shall either party be liable for any consequential, incidental or indirect, reputational damages to the other party.
第十一条合同的解除		Article 11 Termination

11.1 当双方中一方发生下列情形之一的，另一方可以立即解除本协议，并不承担任何责任：		11.1 If any of following circumstances happens to a party, the other party has the right to terminate this Agreement immediately without liability:
（1）一方未履行相关义务导致本协议不能履行的；		(1) failure of a party to fulfill relevant obligations which renders the performance of this Agreement impossible;

（2）一方严重违反本协议，且在另一方以书面形式告知其违约事实三十日内仍未采取措施更正违约行为的；		(2) a party materially breaches this Agreement and fails to rectify that breach within 30 days of receiving written notice from the other party;

（3）一方在[三个月]内违反本协议至少五次，不管上述违约行为是否已被更正；		(3) a party breaches this Agreement on at least 5 occasions in any 3-month period, whether or not such breaches have been rectified by that party;

（4）一方未能根据适用法律和法规从相关主管当局获得为进行本协议拟定业务所必要的执照、许可证或权限的；		(4) a party does not have the necessary licences, permits or permissions from a relevant competent authority to carry on their business contemplated by this Agreement in accordance with applicable laws and regulations;

（5）一方申请或被申请破产清算或进入破产清算或重整程序的；		(5) a party submits an application for or is subject to an application for bankruptcy and liquidation, or has entered into proceedings for bankruptcy, liquidation or insolvency related reorganization;


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（6）一方开展的经营活动违反中国法律法规的；		(6) the business activities of one party are contravention of the laws and regulations of the PRC.

（7）一方从事与交易有关的欺诈活动。		(7) A party is engaged in fraudulent activities in relation to transactions.

11.2 下列情形之一的，乙方有权单方面停止任何相关交易或以通知的形式解除本协议，且不承担任何责任：		11.2 Party B may, without liability, terminate this Agreement on notice or discontinue any relevant transaction if:

（1）甲方平台上出售的商品或服务没有真实交易背景；		（1）The goods and services sold through Party A’s Platform are not genuine transactions

（2）甲方平台上面商品或服务向用户的销售不符合中国国家进出口管理规定和相关经营资格要求；		（2）The sale of goods or services to Users through Party A’s Platform is not in conformity with PRC State import and export regulations;

（3）甲方平台上可能危害双方所属国家、社会安全，损害社会公共利益的项目或经营活动；		（3）Projects or transaction activities through Party A’s Platform endanger state and social security and harm public interest;

（4）甲方平台上的商品或服务销售是适用法律法规及人民银行、外汇管理局规章制度明确禁止的或违反相关规定的。		（4）The goods and services sold through Party A’s Platform are forbidden or contrary to applicable laws and regulations as well as the rules of People’s Bank of China and State Administration of Foreign Exchange.

11.3 甲方有下列情形之一的，乙方有权立即解除或提前终止本协议并有权追偿由此给乙方造成的损失：（1）与他人串通诈骗资金的；和无理拒绝受理用户使用乙方支付服务进行交易的。		11.3 If any of the following circumstances exists with respect to Party A, Party B has the right to immediately terminate this Agreement immediately : (1) Colluding with others to conduct fraud in relation to the settling of foreign exchange ; (2) Refusal to enable Users use Party B’s payment service with no justifiable reasons;

11.4 为了系统的正常运行，乙方进行定期或不定期的维护和技术检测，因此类情况而造成的正常服务中断，甲方应予以理解，不视为乙方违约。但乙方应提前 5个工作日在乙方网站上公告或通知甲方，并尽量在不影响甲方用户的情况下，合理地进行维护和技术检测工作。		11.4 To ensure the normal operation of the system, Party B maintains and runs technical detection on a regular or irregular basis. Party A shall understand any suspension of normal service thus caused and shall not hold Party B for breach of contract in that circumstance. However, Party B shall notify Party A accordingly 5 business days ahead of time and shall use reasonable endeavors to carry out such planned maintenance work during times that are least likely to impact on Party A’s Users.


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11.5 本协议终止时，各方所有的权利和义务将不再有效，但已明示或暗示本协议终止后仍将继续有效的条款（包括第 5.7条、第 5.14条、第9.1,条、第9.3条、第 10.1 到10.6条、第 11.5条、第 11.6条、第 12.2 到 12.7条）除外，且不会影响到合同相对方截至终止之日所应承担的权利、义务和责任。		11.5 Upon termination of this Agreement, all rights and obligations of either party will cease to have effect except that the Articles and paragraphs which expressly or by implication are intended to have effect after termination will continue to be enforceable notwithstanding such termination (including without limitation Articles 5.7, 5.14, 9.1, 9.3, 10.1 to 10.6, 11.5, 11.6, 12.2 to 12.7) and will not affect the rights, obligations and liabilities accrued by parties as at the date of termination.

11.6 除本协议另有约定外，本协议一经终止，乙方仍应继续就本协议终止前发生的交易提供本协议项下的服务，并将甲方商户编号账户内持有或收到的资金转付给甲方。在本协议终止后，各方应保存交易记录 5年，并应根据另一方的合理要求向其提供此类记录的副本。		11.6 Upon termination and unless otherwise provided in this Agreement, Party B shall continue its provision of the Services upon the terms of this Agreement in relation to any transaction that was initiated prior to termination and shall transfer any funds held in or collected into Party A’s Merchant ID account to Party A. Following termination, each party shall retain transaction records for a period of 5 years and shall provide copies of such records to the other party upon that party’s reasonable request.
第十二条其它		Article 12 Miscellaneous

12.1 本协议自双方正式签署后生效，并在初始的 24个月（“初始期限”）内持续有效。除非相对方已书面通知另一方终止，否则本协议的条款将自动续期 12个月。上述通知至少应于初始期限或其后的任何续展期限届满前提前 90天送达。本协议关于单方面终止的其他条款不受本条限制。		12.1 This Agreement comes into force on the date when both parties properly sign and execute this Agreement and shall continue in force for an initial period of 24 months (the “Initial Term”). The term of this Agreement will automatically renew for successive 12 month periods unless either Party has served written notice to the other to terminate, such notice to be served at least 90 days prior to the scheduled date of expiration of the Initial Term or any subsequent renewal period. Other articles under this Agreement on unilateral termination are not limited by this Article.

12.2 语言。双方确认及同意本协议正文只有中文版有法律效力。如果本协议正文的中文版和英文版不一致，以中文版为准。只用英文书就的附件应具有与本协议正文同等的法律效力。		12.2 Language. The parties confirm and agree that in terms of the main body of the Agreement, only the Chinese version, has legal effect. In case there are any discrepancies between the Chinese version and English version of the main body of this Agreement, the Chinese version shall prevail. Schedules which are only written in English shall have the same legal effect with the main body of this Agreement.


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12.3 甲、乙双方在履行本协议过程中如发生争议，首先应由甲、乙双方本着友好、互利原则协商解决；协商不成的，可以向中国国际经济贸易仲裁委员会（ CIETAC）提起仲裁，由其依照中国法律和其仲裁规则进行裁决。仲裁裁决是终局的，对双方均有约束力。		12.3 Any dispute between the parties arising out of the performance of this Agreement shall firstly be settled through friendly negotiations and under the principle of mutual benefit; if the dispute cannot be settled through negotiations, it shall be submitted to China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in accordance with CIETAC’s arbitration rules and shall apply the PRC laws. The arbitral award is final and binding upon both parties.
12.4 特别说明：乙方已提请甲方对本协议各条款及其内容作全面和准确的理解，并应甲方要求做了相应的说明，双方对本协议各条款内容认识一致。		12.4 Special statement: Party B has requested Party A to have a comprehensive and accurate understanding of the provisions and content of this Agreement, and has made relevant explanations as requested by Party A. Both parties have the same understanding of the provisions of this Agreement.
12.5 本协议适用中华人民共和国法律。如对与本协议有关的某一特定事项，中华人民共和国法律缺乏明确法律规定，则应参照通用的国际商业惯例和（或）行业惯例。		12.5 This Agreement is governed by laws of the PRC. In the absence of any clear provision under PRC laws regarding a particular issue related to this Agreement, reference shall be made to the international commercial customs and (or) industry customs.
12.6 一方需要通知的信息发送至本协议首页对方联系邮箱系统之日，即视为通知送达完成（如该日系信息接收方的非工作日，则应视为信息于接收方的接下来第一个工作日送达完成）。如上述联系邮箱需调整，调整方需提前 2个工作日书面通知对方，否则因此可能导致的所有损失及赔偿均由调整方承担。		12.6 The day on which a notice is sent to the other party’s email address (as indicated on the first page of this Agreement) shall be deemed to be the day on which it is received (and if that day is not a business day for the receiving party, it shall be deemed to be delivered on the next business day of the receiving party). If the above contact email address needs to be adjusted, the notice of adjustment shall be sent to the other party 2 business days in advance; otherwise, all losses that this may cause shall be borne by the adjusting party.
12.7 本协议自甲乙双方加盖公章后于本协议鉴于部分第 2点约定之日生效。本协议的任何补充或修改以甲、乙双方盖章的书面文件进行。本协议一式肆份，每份具有同等法律效力。双方各执贰份。		12.7 This Agreement is effective from the date specified in Recital 2 upon affixation of both parties’ company seals. Any amendment or modification shall be made in writing and affixed with both parties’ company seals. This Agreement is made in quadruplicate, each of which shall have the same legal effect. Each party holds two copies.


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甲方（盖章）：Farfetch UK Limited

Party A (company seal): Farfetch UK Limited

Co Number: 06400760

代表人（签字）：

Representative (signature): /s/ [illegible]

日期：

Date:

乙方（盖章）：网银在线（北京）科技有限公司

代表人（签字）：

Representative (signature):

日期：

Date:


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附件一 Service Level Agreement

1.	Uptime Commitment Payment Interface

Chinabank Payment Technology Co. Ltd. (hereinafter referred to as Chinabank Payment) commits to use all commercially reasonable efforts to achieve an average minimum uptime of 99.9% (measured on a quarterly basis) of the JD Payment Interface, to receive Transaction requests, excluding from the uptime calculation any downtime of the Payment Interface caused by acts or omissions of Merchant, Acquirers or Scheme Owners, changes implemented on specific Merchant request, general internet failures, failures of individual Payment Methods or force majeure. Merchant is obliged to immediately notify Chinabank Payment of any downtime of the Payment Interface which it experiences and to provide all reasonably requested co-operation in investigating and resolving any such downtime.

2.	Service Availability

Should under exceptional circumstances such maintenance nevertheless prove necessary, Chinabank Payment will provide Farfetch as much notice as practically possible. Should under emergency situations (e.g. in case of force majeure event or terrorist attack) unplanned maintenance be necessary to the Payment Interface necessitating it to be taken offline, Chinabank Payment will provide all available supports to keep the required downtime to the absolute minimum. These supports include:

•

Telephone support : 9:00 A.M. to 5:00 P.M. (UTC+8) Monday – Friday

Best efforts will be made to answer / action the call received out of office hours, however there will be a backup answer phone service.

•

Email support: Monitored 9:00 A.M. to 5:00 P.M. (UTC+8) Monday – Friday

Emails received outside of office hours will be collected, however no action can be guaranteed until the next working day.

•

Remote assistance using instant chat App: 9:00 A.M. to 5:00 P.M. (UTC+8) Monday – Friday

Best efforts will be made to reply answer the question asked out of office hours, however there will be a backup answer phone service.

In addition, to deal with some urgent cases, Chinabank Payment nominates several emergency contacts for 24x7 standing by. All commercially reasonable efforts will be made by emergency contracts to solve the urgent outage escalated from Farfetch. The contacts information will be given at the end of this email.

Limitations

A period of unavailability is excluded from the service level guarantee, and will not count towards unavailability calculations for purposes of service credits, if:

the unavailability is due to scheduled maintenance, provided we notify you at least 48 hours in advance;


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you are in breach of any of the terms of your contract with us (including your payment obligations to us), or the unavailability is otherwise due to your actions; or the unavailability is due to a force majeure event, including any force majeure events specified in your contract with us.

Emergency Contact List


Name	Responsibility	Email address	Mobile number
##, ####	####### ##########(####)	######@##.###	+## ###########
##, ####	####### ###########(#### ##)	#######@##.###	+## ###########
#####, #######	######### ####### ########	############@##.###	+## ###########
#####, ######	####### #######(#—#######)	###########@##.###	+## ############
###, #######	###### ######(####—###### #######)	#########@##.###	+## ##########
###, ######	###### ######(####—###### #######)	##########@##.###	+## ############


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附件二数据处理协议

EC Model Clauses Data Controller to Data Controller

Exhibit 10.10.1

2004 CONTROLLER TO CONTROLLER MODEL CLAUSES

Standard contractual clauses for the transfer of personal data from the Community to third countries (controller to controller transfers)

Data transfer agreement

between

FARFETCH UK LIMITED, a company incorporated under the laws of England and Wales, company number 06400760, with registered address at The Bower, 4^th Floor, 211 Old Street, London EC1V 9NR.

hereinafter “data exporter”

and

Chinabank Payment Technology Co. Ltd., a company incorporated under the laws of People’s Republic of China, company number (…), with registered address at Floor 16, A, No.18, Street 11, Yizhuang Economic Development Zone, Beijing, China ( 北京市亦庄经济开发区科创十一街18号院A座16层)

hereinafter “data importer” each a “party”; together “the parties”.

Definitions

For the purposes of the clauses:

(a)

“personal data”, “special categories of data/sensitive data”, “process/processing”, “controller”, “processor”, “data subject” and “supervisory authority/authority” shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby “the authority” shall mean the competent data protection authority in the territory in which the data exporter is established);

(b)	“the data exporter” shall mean the controller who transfers the personal data;

(c)	“the data importer” shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring adequate protection;

(d)	“clauses” shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements.

The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.

1.	Obligations of the data exporter

The data exporter warrants and undertakes that:

(a)

The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter.

(b)

It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses.

(c)

It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established.

(d)

It will respond to enquiries from data subjects and the authority concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond. Responses will be made within a reasonable time.

(e)

It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under clause III, unless the clauses contain confidential information, in which case it may remove such information. Where information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority. However, the data exporter shall abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed. The data exporter shall also provide a copy of the clauses to the authority where required.

2.	Obligations of the data importer

The data importer warrants and undertakes that:

(a)

It will have in place appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.

(b)

It will have in place procedures so that any third party it authorises to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data. Any person acting under the authority of the data importer, including a data processor, shall be obligated to process the personal data only on instructions from the data importer. This provision does not apply to persons authorised or required by law or regulation to have access to the personal data.

(c)

It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws.

(d)

It will process the personal data for purposes described in Annex B, and has the legal authority to give the warranties and fulfil the undertakings set out in these clauses.

(e)

It will identify to the data exporter a contact point within its organisation authorised to respond to enquiries concerning processing of the personal data, and will cooperate in good faith with the data exporter, the data subject and the authority concerning all such enquiries within a reasonable time. In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of clause I(e).

(f)

At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to fulfil its responsibilities under clause III (which may include insurance coverage).

(g)

Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion.

(h)

It will process the personal data, at its option, in accordance with:

(i)

the data protection laws of the country in which the data exporter is established, or

(ii)

the relevant provisions¹ of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC, where the data importer complies with the relevant provisions of such an authorisation or decision and is based in a country to which such an authorisation or decision pertains, but is not covered by such authorisation or decision for the purposes of the transfer(s) of the personal data, or

(iii)

the data processing principles set forth in Annex A.

Data importer to indicate which option it selects:

Initials of data importer: ;

(i)

It will not disclose or transfer the personal data to a third party data controller located outside the European Economic Area (EEA) unless it notifies the data exporter about the transfer and

(i)

the third party data controller processes the personal data in accordance with a Commission decision finding that a third country provides adequate protection, or

(ii)

the third party data controller becomes a signatory to these clauses or another data transfer agreement approved by a competent authority in the EU, or

(iii)

data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which data is exported may have different data protection standards, or

(iv)

with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward transfer

3.	Liability and third party rights

(a)

Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be liable to data subjects for damages it causes by any breach of third party rights under these clauses. This does not affect the liability of the data exporter under its data protection law.

(b)

The parties agree that a data subject shall have the right to enforce as a third party beneficiary this clause and clauses I(b), I(d), I(e), II(a), II(c), II(d), II(e), II(h), II(i), III(a), V, VI(d) and VII against the data importer or the data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this purpose in the data exporter’s country of establishment. In cases involving allegations of breach by the data importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against the data importer; if the data exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the data subject may then enforce his rights against the data importer directly. A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter shall have the burden to prove that it took reasonable efforts).

4.	Law applicable to the clauses

These clauses shall be governed by the law of the country in which the data exporter is established, with the exception of the laws and regulations relating to processing of the personal data by the data importer under clause II(h), which shall apply only if so selected by the data importer under that clause.

5.	Resolution of disputes with data subjects or the authority

(a)

In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.

(b)

The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.

(c)

Each party shall abide by a decision of a competent court of the data exporter’s country of establishment or of the authority which is final and against which no further appeal is possible.

6.	Termination

(a)

In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated.

(b)

In the event that:

(i)

the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to paragraph (a);

(ii)

compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import;

(iii)

the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses;

(iv)

a final decision against which no further appeal is possible of a competent court of the data exporter’s country of establishment or of the authority rules that there has been a breach of the clauses by the data importer or the data exporter; or

(v)

a petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs

then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered by (i), (ii), or (iv) above the data importer may also terminate these clauses.

(c)

Either party may terminate these clauses if (i) any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer, or (ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such country.

(d)

The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason (except for termination under clause VI(c)) does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.

7.	Variation of these clauses

The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required. This does not preclude the parties from adding additional commercial clauses where required.

8.	Description of the Transfer

The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause I(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers.


Dated:



FOR DATA IMPORTER		FOR DATA EXPORTER

		/s/ [illegible]

ANNEX A

DATA PROCESSING PRINCIPLES

1.	Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorised by the data subject.

2.	Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.

3.	Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter.

Security and confidentiality: Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.

Rights of access, rectification, deletion and objection: As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organisations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organisation may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority.

6.	Sensitive data: The data importer shall take such additional measures (e.g. relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause II.

7.	Data used for marketing purposes: Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to “opt-out” from having his data used for such purposes.

Automated decisions: For purposes hereof “automated decision” shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, except when:

(a)

(i)

such decisions are made by the data importer in entering into or performing a contract with the data subject, and

(ii)

(the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties.

(b)

where otherwise provided by the law of the data exporter.

ANNEX B

DESCRIPTION OF THE TRANSFER

(To be completed by the parties)

Data subjects

The personal data transferred concern the following categories of data subjects:

Farfetch Customers who make purchases using farfetch.cn and farfetch.com/cn websites and data importer’s cross-border payment service system (“Payment System”)

Purposes of the transfer(s)

The transfer is made for the following purposes:

To enable Data Importer to enforce the payments done through data importer’s Payment System against Farfetch Customers which do not comply with the terms and conditions of data importer’s Payment System.

Categories of data

The personal data transferred concern the following categories of data:

The registered email address of the User (provided that such User has given explicit consent to Party A for sharing the User’s email address to Party B),

name and telephone of the recipient, shipping address, in case of chargeback,

User’s name and phone number to Baitiao Service Provider (provided that the User has given explicit consent to Party A for sharing such personal sensitive information to Party B),

only if such personal data is necessary for data importer to perform its obligations under the Agreement on Cross-border Foreign Exchange Payment between data exporter and data importer.

Recipients

The personal data transferred may be disclosed only to the following categories of recipients:

Baitiao Service Provider for providing Baitiao Payment and Baitiao Instalment to Users

Sensitive data (if appropriate)

The personal data transferred concern the following categories of sensitive data:


Not applicable

Data Protection registration information of data exporter (where applicable)

Registered at the Information Comissioner’s Office (ICO), in the United Kingdom, under the registry number Z3100721

Additional useful information (storage limits and other relevant information)

Data Importer to store the personal data transferred to the extent of time strictly necessary to pursue the abovementioned purpose and to delete the personal data after such time period elapses.


Contact points for data protection enquires

Data importer		Data exporter

		Farfetch Group Privacy Team

		privacy@farfetch.com

EX-10.11 16 d532260dex1011.htm EX-10.11 EX-10.11

Exhibit 10.11

PRIVILEGED AND CONFIDENTIAL

EXECUTION VERSION

8 August 2018

KADI GROUP HOLDING LIMITED

and

FARFETCH.COM LIMITED

AMENDMENT AGREEMENT

related to

FORWARD PURCHASE AGREEMENT

LOGO

99 Bishopsgate

London EC2M 3XF

United Kingdom

Tel: +44.20.7710.1000

www.lw.com

TABLE OF CONTENTS


Clause		Page
1.	DEFINITIONS AND INTERPRETATION		1

2.	AMENDMENTS		1

3.	COUNTERPARTS		1

4.	GOVERNING LAW AND JURISDICTION		1

THIS AGREEMENT is made on 8 August 2018

BETWEEN

(1)

KADI GROUP HOLDING LIMITED having its registered office at Geneva Place, Waterfront Drive, P.O. Box 3469, Road Town, Tortola, British Virgin Islands and a company number of 1942039 (“JD”); and

(2)	FARFETCH.COM LIMITED having its office at Grosvenor House, 66-67 Athol Street, Douglas, Isle of Man IM1 1 JE and a company number of 000657V (“Farfetch”).

WHEREAS

(A)	The parties hereto entered into a forward purchaser agreement on 21 June 2017 relating to the Company (the “FPA”).

(B)	The parties wish to amend the FPA on the basis set out in this amendment agreement, in accordance with clause 11.3 therein.

(C)	This amendment agreement is supplemental to and should be read in conjunction with, and construed as one document with, the FPA.

IT IS AGREED THAT

1.	DEFINITIONS AND INTERPRETATION

Terms used in this amendment agreement shall, unless otherwise defined herein or the context otherwise requires, bear the meaning ascribed to them in the FPA.

2.	AMENDMENTS

2.1	Each of the parties to this amendment agreement hereby agrees that with effect from the date hereof the FPA shall be amended in accordance with the changes shown in the revised conformed copy thereof attached at Schedule 1.

2.2	Each of the parties to this amendment agreement hereby acknowledges that, in accordance with clause 13.3 of the FPA, any variation or amendment of the FPA shall be valid, effective and binding upon all parties if it is in writing and duly signed by or on behalf of the parties.

3.	COUNTERPARTS

This amendment agreement may be executed in any number of counterparts. Each counterpart shall constitute an original of this amendment agreement but all the counterparts together shall constitute but one and the same instrument.

4.	GOVERNING LAW AND JURISDICTION

4.1	This amendment agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

4.2	The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any Disputes, and waive any objection to proceedings before such courts on the grounds of venue or on the grounds that such proceedings have been brought in an inappropriate forum.

4.3

SCHEDULE 1

AMENDED AND RESTATED FPA

8 August 2018

KADI GROUP HOLDING LIMITED

and

FARFETCH.COM LIMITED

AMENDED AND RESTATED FORWARD

PURCHASE AGREEMENT

related to

FARFETCH.COM LIMITED

LOGO

99 Bishopsgate

London EC2M 3XF

United Kingdom

Tel: +44.20.7710.1000

www.lw.com

TABLE OF CONTENTS


Clause		Page
1	DEFINITIONS AND INTERPRETATION		1

2	SUBSCRIPTION		4

3	COMPLETION		5

4	WARRANTIES		6

5	SECURITIES LAW MATTERS		6

6	CONFIDENTIALITY		7

7	COMPLETION CONDITIONS		7

8	TERMINATION		7

9	LIMITATIONS		8

10	ENTIRE AGREEMENT AND REMEDIES		9

11	WAIVER AND VARIATION		9

12	INVALIDITY		9

13	ASSIGNMENT		10

14	NOTICES		10

15	DEED OF ADHERENCE		11

16	COSTS		11

17	RIGHTS OF THIRD PARTIES		11

18	COUNTERPARTS		11

19	GOVERNING LAW AND JURISDICTION		11

THIS AGREEMENT (amending and restating the Forward Purchase Agreement made on 21 June 2017) is made on 8 August 2018.

BETWEEN

(1)	KADI GROUP HOLDING LIMITED having its registered office at Geneva Place, Waterfront Drive, P.O. Box 3469, Road Town, Tortola, British Virgin Islands and a company number of 1942039 (“JD”); and

(2)	FARFETCH.COM LIMITED having its office at Grosvenor House, 66-67 Athol Street, Douglas, Isle of Man IM1 1 JE and a company number of 000657V (“Farfetch”).

(each a “Party” and together the “Parties”)

WHEREAS

(D)	Farfetch is a company limited by shares, duly organised and existing under the laws of the Isle of Man.

(E)	As at the date hereof JD holds 8,201,006 Preferred Shares in the capital of Farfetch (“Existing Shareholding”).

(F)

Farfetch or a New Holding Company (together, the “Company”) intends to engage in an IPO (as defined below) and issue shares in connection therewith, and in connection with such IPO, the Company also desires to issue and sell to JD, and JD wishes to subscribe from the Company, the Subscription Shares (as defined below) on the terms and subject to the conditions set forth in this Agreement.

IT IS AGREED THAT

1.	DEFINITIONS AND INTERPRETATION

1.1	In this Agreement, unless the context otherwise requires:

“Applicable Laws” means all applicable legislation, statutes, directives, regulations, judgments, decisions, decrees, orders, instruments, by-laws, and other legislative measures or decisions having the force of law, treaties, conventions and other agreements between states, or between states and the European Union or other supranational bodies, rules of common law, customary law and equity and all civil or other codes and all other laws of, or having effect in, any jurisdiction from time to time;

“Articles” means the articles of association of the Company;

“Board” means board of directors of the Company;

“Business Day” means a day (other than a Saturday or Sunday) on which English clearing banks are open for the transaction of normal banking business in the City of London;

“Claim Notice” has the meaning as set out in Clause 9.2;

“Commitment Agreement” means the commitment agreement relating to Farfetch dated on or about the date hereof (as amended from time to time);

“Completion” has the meaning as set out in Clause 3.1;

“Completion Date” has the meaning as set out in Clause 3.1;

“Encumbrance” means any interest or equity of any person (including any right to acquire, option or right of pre-emption), any mortgage, charge, pledge, lien, assignment, hypothecation, security interest (including any created by Applicable Law), title retention or other security agreement or arrangement;

“Existing Shareholding” has the meaning as set out in Recital B;

“Founder” has the meaning as set out in the Subscription and Shareholders Agreement;

“Investment” means the acquisition by JD of the Existing Shareholding which represents approximately fifteen percent. (15%) of the fully diluted share capital of the Company on 21 June 2017;

“IPO” has the meaning as set out in the Subscription and Shareholders Agreement;

“Lead Investor” has the meaning as set out in the Subscription and Shareholders Agreement;

“Losses” means any losses, liabilities, damages, liens, penalties, diminution in value, costs and expenses;

“New Holding Company” means any person or company that is the registrant in connection with the IPO;

“Ordinary Shares” means ordinary shares of £0.10 each in the capital of the Company;

“Per Share IPO Price” means the price per Share at which such Shares are being sold to the public in the IPO;

“Preferred Shares” has the meaning as set out in the Articles;

“Qualified IPO” means the admission of all or any class of shares of the Company or securities representing those shares (including without limitation American depositary receipts, American depositary shares and/or other instruments) to or the grant of permission by any like authority for the same to be admitted to or traded or quoted on the NYSE, NASDAQ or on the Official List of the United Kingdom Listing Authority or on the AIM Market operated by the London Stock Exchange Plc or any other recognised investment exchange (as defined in section 285 of the Financial Services and Markets Act 2000) and which either: (a) achieves a price per share in the Company of no less than the sum of (i) US$48.40 (appropriately and proportionally adjusted to reflect any share split, reverse share split, combination of shares, reclassification, recapitalisation or other similar event affecting the number of outstanding shares) plus (ii) interest at 10% per annum on such amount accruing on a daily basis and compounding annually (on the assumption of a 365 day per year basis) from the date of the Investment until the IPO; and (b) results in Gross Proceeds of at least US$350,000,000 excluding any subscription amounts invested by JD in the Company pursuant to the IPO and this Agreement; or (c) is agreed to be a “Qualified IPO” by the Company and JD in writing;

“Restrictive Legend” has the meaning as set out in Clause 3.3;

“Securities Act” means the U.S. Securities Act of 1933, as amended, and any rules and regulations promulgated thereunder;

“Subscription Shares” means: ——

where X = the number of shares that JD would need to subscribe for on the IPO in order for JD (and its Affiliates) to hold the Target Percentage in the Company’s fully diluted share capital immediately following the IPO;

“Subscription and Shareholders’ Agreement” means the subscription and shareholders’ agreement relating to Farfetch dated on or about the date hereof;

“Subscription Price” has the meaning as set out in Clause 3.2;

“Target Percentage” means the percentage of shares in the Company’s fully diluted share capital held by JD and its Affiliates immediately prior to the IPO;

“Third Party Claim” has the meaning as set out in Clause 9.2;

“Trustee” means TGF Participations Limited having its office at Grosvenor House, 66-67 Athol Street, Douglas, Isle of Man IM1 1JE and a company number of 0077463V; and

“Working Hours” means 9:30 am to 5:30 pm on a Business Day.

1.2	In this Agreement, unless the context otherwise requires:

(a)

references to clauses and sub-clauses are references to Clauses and Sub-Clauses of this Agreement;

(b)

references to the singular shall include the plural and vice versa and references to one gender include any other gender;

(c)

(d)

references to a “company” includes any company, corporation or other body corporate wherever and however incorporated or established;

(e)

references to “pounds” or “£” are references to the lawful currency from time to time of the United Kingdom;

(f)

references to “dollars” or “USD” or “$” are references to the lawful currency from time to time of the United States of America;

(g)

references to times of the day are to London time unless otherwise stated;

(h)

references to writing shall include any modes of reproducing words in a legible and non-transitory form;

(i)

(j)

words introduced by the word “other” shall not be given a restrictive meaning because they are preceded by words referring to a particular class of acts, matters or things; and

(k)

1.3	The headings and sub-headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement.

1.4	References to this Agreement include this Agreement as amended or varied in accordance with its terms.

2.	SUBSCRIPTION

2.1

Subject to the satisfaction or, to the extent permissible, waiver of the conditions set out in Clause 7, JD shall subscribe for, and the Company shall allot and issue to JD, the Subscription Shares at the Per Share IPO Price, provided, however, that (i) if the IPO is not a Qualified IPO, JD shall have no obligation to subscribe for any or all of the Subscription Shares, and (ii) the Company and JD may agree to grant JD a higher allocation in the IPO or the Qualified IPO, such higher allocation to be mutually agreed at the time of such IPO or Qualified IPO.

3.	COMPLETION

3.1

Completion of the subscription, allotment and issue of the Subscription Shares (“Completion”) shall take place at the same offices for completion of the IPO or at such other place as the Company and JD may mutually agree, concurrently with the consummation of the IPO, subject to the satisfaction or, to the extent permissible, waiver of the conditions set forth in Clause 7 (other than conditions that by their nature are to be satisfied at Completion, but subject to the satisfaction or, to the extent permissible, waiver of those conditions) (such date, the “Completion Date”), or at such other location and date as may be agreed upon in writing by the Company and JD.

3.2	At Completion, the following actions will take place, all of which shall be deemed to have occurred simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents have been delivered:

(a)

JD shall pay, or cause to be paid, to the Company by wire transfer of immediately available funds in U.S. dollars to such bank account designated in writing by the Company, an amount equal to (i) the Per Share IPO Price multiplied by (ii) the aggregate number of Subscription Shares, representing the aggregate consideration for the Subscription Shares (the “Subscription Price”); and

(b)

the Company shall allot and issue to JD the Subscription Shares, deliver one or more duly executed share certificates in original form representing the Subscription Shares, registered in the name of JD in accordance with Clause 3.3.

3.3	Each certificate representing the Subscription Shares shall be endorsed with the following legend (the “Restrictive Legend”):

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (AS AMENDED, THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: (A) IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.

3.4

In the event that a Qualified IPO takes place, and for so long as (i) the Founder is the chief executive officer of the Company, and (ii) the Founder or the Trustee continues to retain the shares in the capital of the Company held by him prior to the time of the Qualified IPO in accordance with Clause 3.1 of the Commitment Agreement, JD shall:

(a)

retain all of the shares in the capital of the Company held by it immediately prior to the Qualified IPO for a period of two years after the date of the Qualified IPO (the “Lock-up Period”) which, for the avoidance of doubt, shall exclude the Subscription Shares and during the Lock-up Period JD shall not agree to transfer, mortgage, charge or otherwise dispose of the whole or any part of his or its interest in, or grant any option or other rights over such shares in the capital of the Company to any person or publicly disclose an intention to do any of the foregoing or make any demand for, or exercise any right with respect to, the registration of any shares in the capital of the Company or any security convertible into or exchangeable or exercisable for such shares, other than transfers of such shares to an Affiliate of JD;and

(b)

3.5	In the event that:

(a)

the Founder ceases to be the chief executive officer of the Company, or

(b)

the Founder or the Trustee is in breach (which is not remedied within thirty (30) days of written notification of such breach by JD to the Founder or the Trustee) of Clause 3.1 of the Commitment Agreement, or

(c)

the provisions of Clause 3.1 of the Commitment Agreement terminate other than any termination occurring under Clause 3.2(a) of the Commitment Agreement,

Clause 3.4 of this Agreement shall irrevocably terminate and immediately cease to have any legal affect or apply, and no longer be binding to or upon JD.

4.	WARRANTIES

4.1	Each Party warrants to the other that as at the date of this Agreement:

(a)

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

(b)

it has taken all necessary action and has all requisite power and authority to enter into and perform this Agreement in accordance with its terms;

(c)

this Agreement constitutes valid, legal and binding obligations on it in accordance with its terms;

(d)

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

(e)

no consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any authority is required to be obtained, or made, to authorise the execution or performance of this Agreement.

4.2	The Company warrants to JD that when issued and delivered in accordance with the terms of this Agreement, the Subscription Shares will be validly issued and fully paid and will be issued, sold and delivered to JD free and clear of any Encumbrance.

5.	SECURITIES LAW MATTERS

5.1	The Subscription Shares are being acquired for JD’s own account, not as nominee or agent, and not with a view to, or intention of, or for sale in connection with, any distribution thereof in violation of applicable securities laws.

5.2

JD acknowledges that the Subscription Shares are “restricted securities” within the meaning of Rule 144 under the Securities Act, and have not been registered under the Securities Act or any applicable state securities law, and any certificate representing the Subscription Shares shall be endorsed with a restrictive legend in accordance with this Agreement. JD further acknowledges that, absent an effective registration under the Securities Act, the Subscription Shares may only be offered, sold or otherwise transferred in compliance with Applicable Laws.

5.3

JD is a sophisticated purchaser with knowledge and experience in financial and business matters such that JD is capable of evaluating the merits and risks of the investment in the Subscription Shares. JD is able to bear the economic risks of an investment in the Subscription Shares. JD is acquiring the Subscription Shares outside the United States in compliance with Regulation S under the Securities Act, and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction, and has not been subject to any “directed selling efforts” within the meaning of Rule 903 of Regulation S under the Securities Act in connection with its execution of this Agreement.

6.	CONFIDENTIALITY

Neither the Company nor JD shall make any public statement in relation to this Agreement or disclose any information contained in it or the transactions contemplated hereby save for:

(a)

any public statement or disclosure made by the Company in connection with the IPO;

(b)

any public statement or disclosure made by the Company or JD required by Applicable Law. If the Company or JD (as the case may be) reasonably believes that this Sub-Clause (b) applies, it shall, as far as it is practicable and lawful to do so, first consult with the other Party to give them an opportunity to contest the public statement or disclosure and then take into account the Company or JD’s (as the case may be) reasonable requirements about the proposed form, timing, nature and extent of the public statement or disclosure; and

(c)

any public statement or disclosure made with the written consent of the other Party.

7.	COMPLETION CONDITIONS

The obligations of the Company and JD to consummate Completion are subject to the satisfaction or, to the extent permissible, waiver of the following conditions:

(a)

the IPO shall have been contemporaneously consummated; and

(b)

the underwriting agreement in connection with the IPO shall have been entered into and become effective.

8.	TERMINATION

8.1	This Agreement may be terminated:

(a)

prior to Completion by either JD or the Company in the event that any Governmental Entity shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the issuance of shares by the Company contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealable, or any Applicable Law shall prohibit Completion;

(b)

prior to Completion by the Company if JD is in material breach (which is not remedied within thirty (30) days of written notification of such breach by the Company to JD) of any of its obligations under the Subscription and Shareholders’ Agreement or the Articles or if, with respect to JD, the Subscription and Shareholders’ Agreement is terminated in accordance with its terms other than any termination occurring as a result of an IPO;

(c)

prior to Completion by JD if the Company is in material breach (which is not remedied within thirty (30) days of written notification of such breach by JD to the Company) of any of its obligations under the Subscription and Shareholders’ Agreement or the Articles or if, with respect to the Company, the Subscription and Shareholders’ Agreement is terminated in accordance with its terms other than any termination occurring as a result of an IPO; and

(d)

by the mutual written consent of JD and the Company.

8.2	The Party desiring to terminate this Agreement pursuant to Clause 8.1(a) to (c) shall give written notice of such termination to the other Party specifying the provision hereof pursuant to which such termination is made.

8.3

In the event of termination of this Agreement as provided in Clause 8.1, this Agreement shall forthwith become void and of no further force or effect (except for Clauses 6, 8.3 and 9, which shall survive such termination) and there shall be no liability on the part of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) except that nothing herein shall relieve any Party from liability for any breach of this Agreement at or prior to termination.

9.	LIMITATIONS

9.1

Notwithstanding the foregoing, the Company shall have no liability with respect to any Losses in excess of the Subscription Price paid for the Subscription Shares except in the case of fraud, wilful concealment or wilful misrepresentation on the part of the Company, in which case no such limitation shall apply.

9.2

If any third party shall notify JD in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which JD believes would give rise to a claim, then JD shall promptly (i) notify the Company thereof in writing and (ii) transmit to the Company a written notice (“Claim Notice”) describing in reasonable detail, to the extent reasonably practicable, the nature of the Third Party Claim, along with a copy of all papers served with respect to such claim (if any). The failure to so notify the Company shall not relieve the Company of its obligations hereunder except to the extent any Losses are increased by an amount in excess of the Subscription Price paid for the Subscription Shares by the failure of JD to promptly notify the Company, and in such case, the amount in excess of the Subscription Price shall not be recoverable by JD except in the case of fraud, wilful concealment or wilful misrepresentation on the part of the Company, in which case no such limitation shall apply.

9.3

Upon receipt of a Claim Notice with respect to a Third Party Claim, the Company shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying JD in writing that the Company elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Company, the Company shall have the right to control and settle the proceeding, provided, that, (i) any such settlement or compromise shall be permitted hereunder only with the written consent of JD which consent shall not be unreasonably withheld or delayed; and (ii) and the Company shall keep JD reasonably informed of the progress of such defense on a regular basis.

9.4

If requested by the Company, JD shall, at the sole cost and expense of the Company, cooperate with the Company and its counsel in contesting any Third Party Claim which the Company elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. JD shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Company and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement (except for its consent required under Clause 9.3 above) of any Third Party Claim assumed by the Company pursuant to Section 9.3.

9.5

In the event of a Third Party Claim for which the Company elects not to assume the defense or fails to make such an election within thirty (30) days of the Claim Notice, JD may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Company; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Company, which consent shall not be unreasonably withheld or delayed.

10.

ENTIRE AGREEMENT AND REMEDIES

10.1

This Agreement and any documents expressed to be entered into in connection with them, sets out the entire agreement between the Parties relating to the subject matter of this Agreement and, save to the extent expressly set out in this Agreement, supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto. This Clause 10 shall not exclude any liability for or remedy in respect of fraudulent misrepresentation.

10.2	The rights, powers, privileges and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers, privileges or remedies provided by Applicable Law.

11.

WAIVER AND VARIATION

11.1

A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by Applicable Law, whether by conduct or otherwise, shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by Applicable Law, whether by conduct or otherwise, shall preclude or restrict the further exercise of that or any other right or remedy.

11.2

A waiver of any right or remedy under this Agreement shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A Party that waives a right or remedy provided under this Agreement or by Applicable Law in relation to another Party does not affect its rights in relation to any other Party.

11.3	Unless otherwise specified in this Agreement, any variation or amendment of this Agreement or any of the documents referred to in it shall be valid, effective and binding upon all parties if it is in writing and duly signed by or on behalf of the parties.

11.4

12.

INVALIDITY

If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable under the laws of any jurisdiction, this shall not affect:

(a)

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

(b)

the legality, validity or enforceability under the laws of any other jurisdiction of that or any other provision of this Agreement, the parties shall negotiate in good faith to replace such provision with a legal, valid and enforceable provision which, as far as possible, has the same commercial effect as the provision which it replaces.

13.

ASSIGNMENT

13.1

No Party 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, provided that Farfetch shall, assign all or any of its rights to a New Holding Company and the New Holding Company shall, upon such assignment, be entitled to enforce the Agreement as if it was Farfetch simultaneously with the execution and delivery of a deed of adherence pursuant to Clause 15.

13.2

Notwithstanding the foregoing, JDmay assign the whole or part of any of its rights in this Agreement to any Affiliate who has received a transfer of shares in the capital of the Company from JD in accordance with the Articles and the Subscription and Shareholders’ Agreement and has executed a deed of adherence pursuant to Clause 15.

14.

NOTICES

14.1	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 14.2 and served:

(a)

by leaving it at the relevant address in which case it shall be deemed to have been given upon delivery to that address;

(b)

by air courier, in which case it shall be deemed to have been given two Business Days after its delivery to a representative of the courier unless evidence of receipt is received earlier; or

(c)

provided that in the case of Sub-Clause (c) any notice despatched other than between the Working Hours shall be deemed given at the start of the next period of Working Hours.

14.2	Notices under this Agreement shall be sent for the attention of the person and to the address, or e-mail address, subject to Clause 14.3, as follows:

To JD by notice to:

Attn: Legal Department (Mergers and Acquisitions Team)

Address: 21/F, Building A, No.18 Kechuang 11th Street, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing 101111, PRC

Email: legalnotice@jd.com

With a copy to (such copy not constituting notice):

Attn: Jie Jeffrey Sun

Address: ###############################################

Email: ######################

To the Company by notice to:

Attn: James Maynard

Address: Farfetch, The Bower, 4th Floor, 211 Old Street, London

Email: ##########################

With a copy to:

Attn: Josh Kiernan and Robbie McLaren, c/o Latham & Watkins (London) LLP

Address: 99 Bishopsgate, London EC2M 3XF, United Kingdom

Email: ###################; #####################

14.3	Either Party to this Agreement may notify the other Party of any change to its address or other details specified in Clause 14.2 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.

15.

DEED OF ADHERENCE

15.1	In the event that the New Holding Company is implemented Farfetch shall procure that the New Holding Company adheres to this Agreement and agrees to undertake the obligations of Farfetch.

15.2	In the event that JD transfers their shares in the capital of the Company by way of a Permitted Transfer (as defined in the Articles), JD shall procure that the Permitted Transferee (as defined in the Articles) adheres to this Agreement and agrees to undertake the obligations of JD.

16.

COSTS

17.

RIGHTS OF THIRD PARTIES

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

18.

COUNTERPARTS

19.

GOVERNING LAW AND JURISDICTION

19.1	This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

19.2	The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any Disputes, and waive any objection to proceedings before such courts on the grounds of venue or on the grounds that such proceedings have been brought in an inappropriate forum.

This amendment agreement has been entered into on the date stated at the beginning of it.

Signed by Nani Wang

for and on behalf


KADI GROUP HOLDING LIMITED				/s/ Nani Wang

Authorised signatory				__________________________

Signed by Jose Neves

for and on behalf


FARFETCH.COM. LIMITED				/s/ Jose Neves

Authorised signatory				__________________________

EX-10.12 17 d532260dex1012.htm EX-10.12 EX-10.12

Exhibit 10.12

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Natalie Massenet

## ########## #######

######				PRIVATE & CONFIDENTIAL
### ###

15 August 2018

Dear Natalie,

RE: CONSULTANCY AGREEMENT

We are writing to confirm the terms of our agreement concerning the provision of your consultancy services to Farfetch UK Limited (Company).

Term

You shall provide your services to the Company on the terms of this agreement from 1 August 2018 until terminated by either party giving to the other not less than three months’ prior written notice, or as otherwise provided in this letter.

2.	Duties

2.1.

You shall provide the Services (as defined below) with all due care, skill and ability and use your reasonable endeavours to promote the interests of the Company and its subsidiaries or holding companies from time to time and any subsidiary of any holding company from time to time (Group Company). The Services are:

discussing and inputting on overall strategy in general and also specifically on brand strategy ;

discussing and inputting on innovation initiatives ;

being a brand ambassador at specific events ;

liaising, together with the CEO and CCO, with brands for specific Farfetch initiatives

(Services).

2.2.

With our prior written approval and subject to the following proviso, you may appoint a suitably qualified substitute to perform the Services on your behalf, provided that the substitute shall be required to enter into direct undertakings and covenants with and provide indemnities to the Company, including with regard to confidentiality. If we accept the substitute we will continue to pay you your fee as provided in clause 3.1 below and you shall be responsible for the remuneration of (and any expenses incurred by) the substitute. For the avoidance of doubt, you will continue to be subject to all duties and obligations under this agreement for the duration of the appointment of the substitute.

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2.3.

You have no authority (and shall not hold yourself out as having authority) to bind the Company, unless we have specifically permitted this in writing in advance. You shall comply with all reasonable standards of safety and comply with our health and safety procedures from time to time in force at the premises where the Services are provided and report to the Company any unsafe work conditions or practices.

3.	Fees and expenses

3.1.

You shall be paid at a rate of US$120,000 per annum in respect of the Services. You will submit an invoice for US$10,000 to the Company on a monthly basis in arrears. The Company will pay such invoices within 30 days of receipt. Should you wish to be paid in GBP you may inform the Company of that on your invoice and it will convert the relevant payment into GBP at the rate applicable on the date of payment. That rate shall be Barclays’ spot rate for the purchase of GBP with USD at the time of deemed conversion.

3.2.

The Company shall reimburse all expenses up to £1,000 incurred during any one day as necessary for the proper performance of the Services within 30 days of receipt of your invoice and all relevant receipts.

3.3.

We are entitled to deduct from any sums payable to you any undisputed sums that you may owe the Company or any Group Company at any time.

4.	Other activities

4.1.

The Company acknowledges that you have business interests other than those of the Company. You may be engaged, employed or concerned in any other business, trade, profession or other activity which does not place you in a conflict of interest with the Company or any Group Company or cause a breach of any of your obligations under this agreement.

4.2.

Should the parties agree that you are to perform projects, jobs or services outside the Services, the terms and fee shall be agreed in the form of the Statement of Works attached as the Schedule to this agreement.

5.	Confidential information and Company property

5.1.

You shall not use for your own purposes or disclose to any person (other than in the proper performance of the Services) either during or at any time after your engagement by the Company any Confidential Information about the business or affairs of the Company, Group Company or any of its or their business contacts, which may come to your knowledge in the course of providing the Services. For the purposes of this Agreement, Confidential Information means any information or matter which is not in the public domain and which relates to the affairs or finances of the Company, any Group Company or any of its or their business contacts, partners, customers, employees and shareholders.

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5.2.

You must as soon as reasonably practicable inform us if you become aware of the possession or use of any Confidential Information by any person not authorised to possess or use it.

5.3.

The restriction in clause 5.1 does not apply to:

any use or disclosure authorised in advance in writing by the Company or as required by law; or

any information which is already in, or comes into, the public domain otherwise than through your unauthorised disclosure;

any information that is trivial or which was already known to you prior to it being made available by the Company.

5.4.

All IT systems, hardware and software provided by the Company for your use (including mobile phones if provided by the Company) remain the property of the Company.

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6.	Data protection

6.1.

For the purposes of this clause 6, the following phrases shall have the following meanings:

“Data Protection Legislation” means all applicable laws from time to time in force in England and Wales on data protection, including but not limited to the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) 2003, the General Data Protection Regulations (EU) 2016/679 and (once in force) the Data Protection Act 2018, as amended or updated from time to time;

“Personal Data” means data relating to any living individual who can be identified from that data, or who can be identified from that data and any other data which is likely to come into the possession of the Company.

6.2.

You acknowledge that for purposes of the Data Protection Legislation, the Company is a data controller.

6.3.

The Company will ensure that it has all necessary and appropriate consents and notices to enable you to process Personal Data for the duration and purposes of this Agreement.

6.4.

The Company will hold and process, both electronically and manually, Personal Data relating to you in accordance with the Data Protection Legislation and the Company’s data protection policies for legal, administrative and management purposes, for insurance purposes and in order to comply with legal requirements and obligations to third parties. This includes without limitation Personal Data including but not limited to your bank details, details in respect of payments and tax charges and deductions, terms and conditions of this and any previous contracts with the Company, contact details and emergency contact details. The Company will continue to process personal data relating to you after termination of this agreement in accordance with the Company’s privacy policies, privacy notices and in accordance with the Company’s document retention policy from time to time in force.

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6.5.

The Company may share your data internally, including with members of the finance or HR team, the head of business area in which you work and IT staff if access to the data is necessary for performance of their roles, or such other relevant colleagues when this is in the interests of the Company.

6.6.

The Company shall be entitled to make such information available to its advisors including insurers, insurance brokers, accountants, auditors, lawyers, benefit providers, other brokers, caterers, and other third parties who provide products and/or services to the Company, as well as to regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of the Company or any part of its business.

6.7.

The Company may appoint a third party as a third-party processor of Personal Data under this Agreement.

6.8.

The Company may transfer such information to the Company’s business contacts outside the European Economic Area in order to further its business interests provided the following requirements are fulfilled:

appropriate safeguards have been provided in relation to the transfer; and

the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred.

6.9.

Any press statements, marketing or publicity relating to your appointment and role with the Company and use of your name, signature, likeness, image, voice, biography, achievements, endorsement or other personal identifiers by (or on behalf of) the Company will be subject to your prior express approval in writing and the Company will not publish, disclose or use the same or any personal data or private information relating to you or your personal circumstances, other than to the extent expressly permitted hereunder and SAVE THAT the prohibitions in this clause 6.9 shall not include staff accurately mentioning your involvement with the Company and its Group Companies or staff accurately responding to requests about your involvement with the Company or its Group Companies.

7.	Intellectual property

7.1.

For the purposes of this clause 7 the following expressions shall have the following respective meanings:

“Intellectual Property Rights” means any and all existing and future intellectual or industrial property rights in and to any Works (whether registered or unregistered) including all existing and future patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in Confidential Information

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(including know-how and trade secrets) and any other intellectual property rights and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world; and

“Works” means all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software programs, inventions, ideas, discoveries, developments, methodologies, confidential information, improvements or innovations and all materials embodying them (in whatever form, including but not limited to hard copy and electronic form) in the course of your provision of the Services either alone or with any other person that relate to the Business and/or the expansion thereof.

“Business” means: the business of aggregating multi-brand retailers stock via Farfetch.com and/or other domain(s) operated by the Company and/or any Group Companies for that purpose; operating bricks-and-mortar stores; and/or software and technology development, research and services (including without limitation, the Farfetch white-labelling service known as “Black & White Solutions” and the Farfetch Augmented Retail and “Store of the Future” initiatives) for the luxury market and/or any other business conducted by the Company and/or any of its Group Companies during the provision by you of the Services.

7.2.

All Intellectual Property Rights shall belong to the Company. To the extent that any Intellectual Property Rights do not vest in the Company on their coming into existence, you hereby assign to the Company all existing and future Intellectual Property Rights arising from the Services for the Company and such Intellectual Property Rights shall be the Company’s absolute property worldwide. You agree promptly (at Company’s expense) to execute all documents and do all acts as may, in the opinion of the Company, be necessary to give effect to this clause 7.

7.3.

You hereby irrevocably waive all moral rights under the Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions) which you have or will have in the Works including the right transferred by section 77 to be identified as the author of the Works and the right conferred by section 80 not to have any Works subject to derogatory treatment and you agree not to support, maintain or permit any claim for infringement of moral rights in such Works.

7.4.

You acknowledge that no further remuneration or compensation other than that provided for in this agreement is or may become due to you in respect of the performance of your obligations under this clause 7.

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7.5.

Nothing in this Agreement shall prevent you from using the residual knowledge, skills or experience acquired by you as a result of your engagement hereunder. Other than to the extent expressly agreed in this Clause 7 no other right, title or interest in any Intellectual Property Rights shall be transferred from you to the Company as a result of you entering into this Agreement and performing the Services.

8.	Termination

8.1

Notwithstanding clause 1, the Company may at any time terminate your engagement with immediate effect with no liability to make any further payment to you (other than in respect of any accrued fees or expenses at the date of termination) if:

you are in material breach of any of your obligations under this agreement which, in the case of a breach capable of remedy, is not remedied by you within 14 days of receipt by you of a notice from the Company specifying the breach and requiring it to be remedied;

without good reason, you refuse or neglect to comply with any reasonable and lawful directions of the Company;

other than as a result of illness or accident, after notice in writing, you fail to remedy any default in providing the Services having been given a reasonable opportunity to improve;

you commit any act of gross misconduct;

you are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed) or are disqualified from acting as a director of a company or restricted from involvement in the management of any business;

you are negligent and incompetent in the performance of the Services;

you are guilty of any fraud or dishonesty or act in any manner which brings or is likely to bring the Company or any Group Company into disrepute or is materially adverse to the interests of the Company or any Group Company; or

you commit any offence under the Bribery Act 2010 or fail to comply with any obligations provided under the Modern Slavery Act 2015.

8.2

Notwithstanding clause 1, you may at any time terminate your engagement with immediate effect with no liability to the Company if:

the Company is in material breach of any of its obligations under this agreement which, in the case of a breach capable of remedy, is not remedied by it within 14 days of receipt by you of a notice from you specifying the breach and requiring it to be remedied; or

the Company or any Group Company acts in any manner which brings or is likely to bring you into disrepute.

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8.3

The rights of the parties under this clause 8 are without prejudice to any other rights that either party might have at law to terminate the engagement or to accept any breach of this agreement by the other party as having brought the agreement to an end. Any delay by either party in exercising their rights to terminate shall not constitute a waiver thereof.

9.	Obligations upon termination

9.1

Any Company property and Confidential Information in your possession and any original or copy documents obtained by you in the course of providing the Services shall be returned to the Company as soon as reasonably practicable on request and in any event upon the termination of this agreement. You also undertake to irretrievably delete any information relating to the business of the Company or any Group Company stored on any magnetic or optical disk or memory storage device and all matter derived from such sources which is in your possession or under your control outside the premises of the Company.

9.2

Following termination of this Agreement, the Company will use reasonable endeavours to effect a prompt redirection of personal email and post to you at your last known address.

9.3

Clauses in this agreement which expressly or impliedly have effect after termination or expiration of this agreement include, without limitation, clauses 5, 6, 7, 10, 11 and 12.

10.

Restrictive covenants

10.1.

You undertake to the Company (for itself and as trustee for each member of the Group) that, except as otherwise agreed in writing with the Company, you will not, directly or indirectly, during, or for a period of 6 months from the termination of this Agreement, accept a directorship, or a similar function as agent, manager, consultant, partner, investor or employee, in relation to any business or company (including a service company or other group company of a company) concerned in the ownership and/or operation of a multi-brand business engaged in the sale of online fashion with an average order value equal or above USD$200.

10.2.

You agree that you consider the undertaking in paragraph 10.1 above is reasonable and entered into for the purpose of protecting the goodwill of the businesses of, and the legitimate commercial interests of the Group.

10.3.

The undertaking in paragraph 10.1 above shall be enforceable by the Company for itself (and as trustee for each member of the Group).

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10.4.

While you and the Company consider the restriction in paragraph 10.1 to be fair and reasonable in the circumstances, it is agreed that if it is judged to be void or ineffective for any reason, but it would be treated as valid and effective if part of the wording was deleted, it shall apply with such modifications as necessary to make them valid and effective.

11.

Status

11.1.

You will be an independent contractor and nothing in this agreement shall render you an employee, worker, agent or partner of the Company and you shall not hold yourself out as such.

11.2.

This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly you shall be fully responsible for and indemnify the Company or any Group Company against any liability, assessment or claim for:

income tax, National Insurance and social security contributions (and related interest, penalties, costs, gross-up and expenses) whatsoever arising from or made in connection with the performance of the Services, where such recovery is not prohibited by law; and

any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you or any substitute appointed by you against the Company and/or any Group Company arising out of or in connection with the provision of the Services.

The Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.

12.

Notices

12.1.

Any notice given under this agreement shall be in writing and shall be served by delivering it personally, or sending it by email. Notices to the Company must be addressed to José Neves. Any such notice shall be deemed to have been received:

if delivered personally or by courier, at the time of delivery; and

in the case of email, at the time of transmission or, if that is outside of business hours, 9am on the next business day after transmission.

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13.

Entire agreement

13.1.

Each party on behalf of itself acknowledges and agrees with the other party that:

this agreement together with any documents referred to in it constitutes the entire agreement and understanding between you and the Company and any Group Company relating to the subject matter hereof and supersedes any previous arrangement, understanding or agreement between us relating to the engagement (which shall be deemed to have been terminated by mutual consent) with no claims outstanding from either party; and

in entering into this agreement neither of us has relied on any pre-contractual statement; and

the only remedy available to you for breach of this agreement shall be for breach of contract under the terms of this agreement and each of us shall have no right of action against any other party in respect of any pre-contractual statement. Nothing in this agreement shall, however, operate to limit or exclude any liability for fraud.

14.

Variation and third party rights

14.1.

This agreement may only be varied by a document signed by both you and the Company.

14.2.

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than you, the Company and, to the extent permitted by law, any Group Company shall have any rights under it. The terms of this agreement or any of them may be varied, amended or modified or this agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this agreement may be rescinded (in each case), without the consent of any third party.

15.

Counterparts

15.1.

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

16.

Governing Law and Jurisdiction

16.1.

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

16.2.

We irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

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Please acknowledge receipt of this letter and acceptance of its terms by signing, dating and returning the enclosed copy.

Yours sincerely,

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Executed as a Deed by Farfetch UK Limited acting by: Elliot Jordan	) ) )	sign here: /s/ Elliot Jordan
		print name: Elliot Jordan

		sign here: /s/ James Maynard
		Witness print name: James Maynard

Date: 15/08/2018

I hereby acknowledge receipt and accept the contents of this letter.


Executed as a Deed by Natalie Massenet in the presence of:	) ) )	sign here: /s/ Natalie Massenet
		print name: Natalie Massenet

Witness signature:		Witness sign here: /s/ Erik Torensson

Witness name:		print name: Erik Torensson

Witness address:		insert address here:

		#### #### ######, ### ######





Witness occupation:		insert occupation here: Creative Director

Date:

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SCHEDULE

Statement of Works



Client (eg relevant group company) name

Instructing Services provider name

Instructing individual at client

Project name

Start date

End date

Description of services







The fee payable

Milestones and payment instalments/ Intervals





General		In the event that the consultancy agreement between Farfetch UK Limited and Natalie Massenet dated August 2018 terminates for whatever reason no payment or part payment as yet unpaid under this Statement of Works shall be payable to the service provider.

EX-10.13 18 d532260dex1013.htm EX-10.13 EX-10.13

Exhibit 10.13

2018 FARFETCH EMPLOYEE EQUITY PLAN

Providing for the grant of:

●

Options

●

Share Appreciation Rights

●

Restricted Share Awards

●

Restricted Share Unit Awards

●

Other Share or Cash Based Awards

●

Dividend Equivalent Awards

CONTENTS


Clause			Page

ARTICLE 1. PURPOSE			2

ARTICLE 2. DEFINITIONS AND CONSTRUCTION			2

ARTICLE 3. SHARES SUBJECT TO THE PLAN			8

ARTICLE 4. GRANTING OF AWARDS			9

ARTICLE 5. GRANTING OF OPTIONS AND SHARE APPRECIATION RIGHTS			10

ARTICLE 6. EXERCISE OF OPTIONS AND SHARE APPRECIATION RIGHTS			11

ARTICLE 7. AWARD OF RESTRICTED SHARES			12

ARTICLE 8. AWARD OF RESTRICTED SHARE UNITS			14

ARTICLE 9. AWARD OF OTHER SHARES OR CASH BASED AWARDS AND DIVIDEND EQUIVALENTS			15

ARTICLE 10. ADDITIONAL TERMS OF AWARDS			15

ARTICLE 11. ADMINISTRATION			20

ARTICLE 12. MISCELLANEOUS PROVISIONS			22

APPENDIX A			A- 1 -

ARTICLE 1.

PURPOSE

The purpose of the 2018 Farfetch Employee Equity Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of Farfetch Limited (the “Company”) by linking the individual interests of the members of the Board, Employees, and Consultants to those of Company shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

ARTICLE 2.

DEFINITIONS AND CONSTRUCTION

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.

2.1 “Administrator” shall mean the entity that conducts the general administration of the Plan as provided in Article 11. With reference to the duties of the Committee under the Plan which have been delegated to one or more persons pursuant to Section 11.6, or as to which the Board has assumed, the term “Administrator” shall refer to such person(s) unless the Committee or the Board has revoked such delegation or the Board has terminated the assumption of such duties.

2.2 “Applicable Accounting Standards” shall mean International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under applicable securities laws, including, United States federal securities laws from time to time (including, without limitation, Generally Accepted Accounting Principles in the United States).

2.3 “Applicable Law” shall mean any applicable law, as determined by the Administrator, including without limitation: (a) the corporate, securities, tax or other laws, statutes, rules, requirements or regulations that apply to the Company and/or the Awards under this Plan; and (b) rules of any securities exchange or automated quotation system on which the Ordinary Shares are listed, quoted or traded.

2.4 “Award” shall mean an Option, a Share Appreciation Right, a Restricted Share award, a Restricted Share Unit award, an Other Share or Cash Based Award or a Dividend Equivalent award, which may be awarded or granted under the Plan.

2.5 “Award Agreement” shall mean any written notice, agreement, terms and conditions, contract or other instrument or document evidencing an Award, including through

electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine consistent with the Plan.

2.6 “Board” shall mean the Board of Directors of the Company from time to time.

2.7 “Change in Control” shall mean and includes each of the following:

(a) A transaction or series of transactions (other than an offering of our Ordinary Shares to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) directly or indirectly acquires beneficial ownership of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; provided, however, that the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company or any of its Subsidiaries; (ii) any acquisition by an employee benefit plan maintained by the Company or any of its Subsidiaries, (iii) any acquisition which complies with Sections 2.7(b), 2.7(b)(i) or 2.7(b)(ii); or (iv) in respect of an Award held by a particular Holder, any acquisition by the Holder or any group of persons including the Holder (or any entity controlled by the Holder or any group of persons including the Holder); or

(b) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or shares of another entity, in each case other than a transaction:

(i) which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(ii) after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 2.7(b)(i) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; and

(iii) after which at least a majority of the members of the board of directors (or the analogous governing body) of the Successor Entity were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such transaction; or

The Administrator shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto.

2.8 “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time, together with the regulations and official guidance promulgated thereunder, whether issued prior or subsequent to the grant of any Award.

2.9 “Committee” shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board or the Compensation Committee of the Board described in Article 11 hereof.

2.10 “Company” shall have the meaning set forth in Article 1.

2.11 “Consultant” shall mean any consultant or adviser engaged to provide services to the Company or any Subsidiary who is not an employee.

2.12 “Director” shall mean a member of the Board, as constituted from time to time.

2.13 “Director Limit” shall have the meaning set forth in Section 4.5.

2.14 “Dividend Equivalent” shall mean a right to receive the equivalent value (in cash or Ordinary Shares) of dividends paid on Ordinary Shares, awarded under Section 9.2.

2.15 “Effective Date” shall mean the day prior to the Public Trading Date.

2.16 “Eligible Individual” shall mean any person who is an Employee, a Consultant or a Non-Employee Director, as determined by the Administrator.

2.17 “Employee” shall mean any employee of the Company or of any Subsidiary.

2.18 “Equity Restructuring” shall mean a nonreciprocal transaction between the Company and its shareholders, such as a share dividend, share split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Ordinary Shares (or other securities of the Company) or the share price of Ordinary Shares (or other securities) and causes a change in the per-share value of the Ordinary Shares underlying outstanding Awards.

2.19 “Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended from time to time.

2.20 “Expiration Date” shall have the meaning given to such term in Section 12.1(c).

2.21 “Fair Market Value” shall mean, as of any given date, the value of an Ordinary Share determined as follows:

(a) If the Ordinary Shares are (i) listed on any established securities exchange (such as the New York Stock Exchange, the NASDAQ Capital Market, the NASDAQ Global Market and the NASDAQ Global Select Market), (ii) listed on any national market system or (iii) quoted or traded on any automated quotation system, its Fair Market Value shall be the closing sales price for an Ordinary Share as quoted on such exchange or system for such date or, if there is no closing sales price for an Ordinary Share on the date in question, the closing sales price for an Ordinary Share on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(b) If the Ordinary Shares are not listed on an established securities exchange, national market system or automated quotation system, but the Ordinary Shares are regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for an Ordinary Share on such date, the high bid and low asked prices for an Ordinary Share on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(c) If the Ordinary Shares are neither listed on an established securities exchange, national market system or automated quotation system nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in good faith.

Notwithstanding the foregoing, with respect to any Award granted after the effectiveness of the Company’s registration statement relating to its initial public offering and prior to the Public Trading Date, the Fair Market Value shall mean the initial public offering price of an Ordinary Share as set forth in the Company’s final prospectus relating to its initial public offering filed with the Securities and Exchange Commission.

2.22 “Holder” shall mean a person who has been granted an Award.

2.23 “Non-Employee Director” shall mean a Director of the Company who is not an Employee.

2.24 “Non-Employee Director Equity Compensation Policy” shall have the meaning set forth in Section 4.5.

2.25 “Option” shall mean a right to purchase Ordinary Shares at a specified exercise price, granted under Article 5.

2.26 “Option Term” shall have the meaning set forth in Section 5.3.

2.27 “Ordinary Shares” shall mean the Class A Ordinary Shares of the Company, par value $[ 🌑 ] per share.

2.28 “Organizational Documents” shall mean, collectively, (a) the memorandum and articles of association or other similar organizational documents relating to the creation and governance of the Company, and (b) the Committee’s charter or other similar organizational documentation relating to the creation and governance of the Committee.

2.29 “Other Share or Cash Based Award” shall mean a cash payment, cash bonus award, share payment, share bonus award, performance award or incentive award that is paid in cash, Ordinary Shares or a combination of both, awarded under Section 9.1, which may include, without limitation, deferred shares, deferred share units, performance awards, retainers, committee fees, and meeting-based fees.

2.30 “Permitted Transferee” shall mean, with respect to a Holder, any “family member” of the Holder, as defined in the General Instructions to Form S-8 Registration Statement under the Securities Act (or any successor form thereto), or any other transferee specifically approved by the Administrator after taking into account Applicable Law.

2.31 “Plan” shall have the meaning set forth in Article 1.

2.32 “Program” shall mean any program adopted by the Administrator pursuant to the Plan containing the terms and conditions intended to govern a specified type of Award granted under the Plan and pursuant to which such type of Award may be granted under the Plan.

2.33 “Public Trading Date” shall mean the first date upon which the Ordinary Shares are listed (or approved for listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system.

2.34 “Restricted Shares” shall mean Ordinary Shares awarded under Article 7 that is subject to certain restrictions and may be subject to risk of forfeiture or repurchase.

2.35 “Restricted Share Units” shall mean the right to receive Ordinary Shares awarded under Article 8.

2.36 “Section 409A” shall mean Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the Effective Date.

2.37 “Securities Act” shall mean the Securities Act of 1933, as amended.

2.38 “Share Appreciation Right” shall mean an Award entitling the Holder (or other person entitled to exercise pursuant to the Plan) to exercise all or a specified portion thereof (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of such Award from the Fair Market Value on the date of exercise of such Award by the number of Ordinary Shares with respect to which such Award shall have been exercised, subject to any limitations the Administrator may impose.

2.39 “SAR Term” shall have the meaning set forth in Section 5.3.

2.40 “Subsidiary” shall mean any entity (other than the Company), in any jurisdiction, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

2.41 “Substitute Award” shall mean an Award granted under the Plan in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or share, in any case, upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Share Appreciation Right.

2.42 “Tax Liability” shall have the meaning given in Section 10.2.

2.43 “Termination of Service” shall mean:

(a) As to a Consultant, the time when the engagement of a Holder as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where the Consultant simultaneously commences or remains in employment or service with the Company or any Subsidiary.

(b) As to a Non-Employee Director, the time when a Holder who is a Non-Employee Director ceases to be a Director for any reason, including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company or any Subsidiary.

(c) As to an Employee, the time when the employee-employer relationship between a Holder and the Company or any Subsidiary is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company or any Subsidiary.

The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service, including, without limitation, whether a Termination of Service has occurred, whether a Termination of Service resulted from a discharge for cause and all questions of whether particular leaves of absence constitute a Termination of Service. For purposes of the Plan, a Holder’s employee-employer relationship or consultancy relations shall be deemed to be terminated in the event that the Subsidiary employing or contracting with such Holder ceases to remain a Subsidiary following any merger, sale of shares or other corporate transaction or event (including, without limitation, a spin-off).

ARTICLE 3.

SHARES SUBJECT TO THE PLAN

3.1 Number of Ordinary Shares.

(a) Subject to Sections 3.1(b) and 12.2 the aggregate number of Ordinary Shares which may be issued or transferred pursuant to Awards under the Plan is the sum of: (i) [ ]¹ and (ii) an annual increase on the first day of each year beginning in 2019 and ending in 2028, equal to the lesser of (A) 5% of the Ordinary Shares outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of Ordinary Shares as determined by the Board; provided, however, no more than [ ]² Ordinary Shares may be issued upon the exercise of Incentive Share Options. Any Ordinary Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Ordinary Shares, treasury Ordinary Shares or Ordinary Shares purchased on the open market.

(b) If any Ordinary Shares subject to an Award are forfeited or expire, are converted to shares of another Person in connection with a recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or other similar event, or such Award is settled for cash (in whole or in part) (including Ordinary Shares repurchased by the Company under Section 7.4 at the same price paid by the Holder), the Ordinary Shares subject to such Award shall, to the extent of such forfeiture, expiration or cash settlement, again be available for future grants of Awards under the Plan. Notwithstanding anything to the contrary contained herein, the following Ordinary Shares shall not be added to the Ordinary Shares authorized for grant under Section 3.1(a) and shall not be available for future grants of Awards: (i) Ordinary Shares tendered by a Holder or withheld by the Company in payment of the exercise price of an Option; (ii) Ordinary Shares tendered by the Holder or withheld by the Company to satisfy any tax withholding obligation with respect to an Award; (iii) Ordinary Shares subject to a Share Appreciation Right that are not issued in connection with the share settlement of the Share Appreciation Right on exercise thereof; and (iv) Ordinary Shares purchased on the open market by the Company with the cash proceeds received from the exercise of Options. Any Ordinary Shares repurchased by the Company under Section 7.4 at the same price paid by the Holder so that such Ordinary Shares are returned to the Company shall again be available for Awards. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Ordinary Shares available for issuance under the Plan.

(c) Substitute Awards shall not reduce the Ordinary Shares authorized for grant under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by its shareholders and not adopted in contemplation of such

¹ NTD: To be equal to 11% of the total outstanding Ordinary Shares as determined on a fully diluted basis immediately following the IPO (i.e. approximately 6.468 million Ordinary Shares).

² NTD: To be equal to approximately 35% of the total outstanding Ordinary Shares as determined on a fully diluted basis immediately following the IPO (i.e. 20 million Ordinary Shares).

acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of shares of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Ordinary Shares authorized for grant under the Plan; provided that Awards using such available Ordinary Shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employed by or providing services to the Company or its Subsidiaries immediately prior to such acquisition or combination.

ARTICLE 4.

GRANTING OF AWARDS

4.1 Participation. The Administrator may, from time to time, select from among all Eligible Individuals, those to whom an Award shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. Except for any Non-Employee Director’s right to Awards that may be required pursuant to the Non-Employee Director Equity Compensation Policy as described in Section 4.5, no Eligible Individual or other Person shall have any right to be granted an Award pursuant to the Plan and neither the Company nor the Administrator is obligated to treat Eligible Individuals, Holders or any other persons uniformly. Participation by each Holder in the Plan shall be voluntary and nothing in the Plan or any Program shall be construed as mandating that any Eligible Individual or other Person shall participate in the Plan.

4.2 Award Agreement. Each Award shall be evidenced by an Award Agreement that sets forth the terms, conditions and limitations for such Award as determined by the Administrator in its sole discretion (consistent with the requirements of the Plan and any applicable Program).

4.3 At-Will Service. Nothing in the Plan or in any Program or Award Agreement hereunder shall confer upon any Holder any right to continue in the employ of, or as a Director or Consultant for, the Company or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which rights are hereby expressly reserved, to discharge any Holder at any time for any reason whatsoever, with or without cause, and with or without notice, or to terminate or change all other terms and conditions of employment or engagement, except to the extent expressly provided otherwise in a written agreement between the Holder and the Company or any Subsidiary. Neither the Plan nor any Award shall afford the Holder any rights to compensation or damages including for any loss or potential loss that the Holder may suffer by reason of being unable to exercise or otherwise receive any in respect of any Award as a result of the termination of the Plan, lapse of the Award or the termination of the Holder’s engagement, office or employment with the Company or any Subsidiary, including where the termination is subsequently held to be wrongful or unfair.

4.4 Modification of Awards for certain Eligible Individuals. Notwithstanding any provision of the Plan or applicable Program to the contrary, in order to comply with the laws in

countries where the Company and its Subsidiaries operate or have Employees, Non-Employee Directors or Consultants, or in order to comply with the requirements of any non-U.S. securities exchange or other Applicable Law, the Administrator, in its sole discretion, shall have the power and authority to: (a) determine which Subsidiaries shall be covered by the Plan; (b) determine which Eligible Individuals are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Eligible Individuals to comply with Applicable Law (including, without limitation, applicable non-U.S. laws or listing requirements of any non-U.S. securities exchange); (d) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; provided, however, that no such subplans and/or modifications shall increase the share limitation contained in Section 3.1 or the Director Limit; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any non-U.S. securities exchange.

4.5 Non-Employee Director Awards.

(a) Non-Employee Director Equity Compensation Policy. The Administrator, in its sole discretion, may provide that Awards granted to Non-Employee Directors shall be granted pursuant to a written nondiscretionary formula established by the Administrator (the “Non-Employee Director Equity Compensation Policy”), subject to the limitations of the Plan. The Non-Employee Director Equity Compensation Policy shall set forth the type of Award(s) to be granted to Non-Employee Directors, the number of Ordinary Shares to be subject to Non-Employee Director Awards, the conditions on which such Awards shall be granted, become exercisable and/or payable and expire, and such other terms and conditions as the Administrator shall determine in its sole discretion. The Non-Employee Director Equity Compensation Policy may be modified by the Administrator from time to time in its sole discretion.

(b) Director Limit. Notwithstanding any provision to the contrary in the Plan or in the Non-Employee Director Equity Compensation Policy, the sum of the grant date fair value of equity-based Awards and the amount of any cash-based Awards granted to a Non-Employee Director during any calendar year shall not exceed $1,000,000 increased to $1,500,000 in the fiscal year of his or her initial service as a Non-Employee Director (the applicable amount, the “Director Limit”).

ARTICLE 5.

GRANTING OF OPTIONS AND SHARE APPRECIATION RIGHTS

5.1 Granting of Options and Share Appreciation Rights to Eligible Individuals. The Administrator is authorized to grant Options and Share Appreciation Rights to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine, which shall not be inconsistent with the Plan.

5.2 Option and Share Appreciation Right Exercise Price. The exercise price per Share subject to each Option and Share Appreciation Right shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value of an Ordinary Share on the date the Option or Share Appreciation Right, as applicable, is granted.

5.3 Option and SAR Term. The term of each Option (the “Option Term”) and the term of each Share Appreciation Right (the “SAR Term”) shall be set by the Administrator in its sole discretion; provided, however, that the Option Term or SAR Term, as applicable, shall not be more than (a) ten (10) years from the date the Option or Share Appreciation Right, as applicable, is granted to an Eligible Individual. Except as limited by the requirements of Applicable Law or the first sentence of this Section 5.3 and without limiting the Company’s rights under Section 10.7, the Administrator may extend the Option Term of any outstanding Option or the SAR Term of any outstanding Share Appreciation Right, and may extend the time period during which vested Options or Share Appreciation Rights may be exercised, in connection with any Termination of Service of the Holder or otherwise, and may amend, subject to Section 10.7 and 12.1, any other term or condition of such Option or Share Appreciation Right relating to such Termination of Service of the Holder or otherwise.

5.4 Option and SAR Vesting. The period during which the right to exercise, in whole or in part, an Option or Share Appreciation Right vests in the Holder shall be set by the Administrator and set forth in the applicable Award Agreement. Unless otherwise determined by the Administrator in the Award Agreement, the applicable Program or by action of the Administrator following the grant of the Option or Share Appreciation Right, (a) no portion of an Option or Share Appreciation Right which is unexercisable at a Holder’s Termination of Service shall thereafter become exercisable and (b) the portion of an Option or Share Appreciation Right that is unexercisable at a Holder’s Termination of Service shall automatically expire thirty (30) days following such Termination of Service.

5.5 Substitution of Share Appreciation Rights; Early Exercise of Options. The Administrator may provide in the applicable Program or Award Agreement evidencing the grant of an Option that the Administrator, in its sole discretion, shall have the right to substitute a Share Appreciation Right for such Option at any time prior to or upon exercise of such Option; provided that such Share Appreciation Right shall be exercisable with respect to the same number of Ordinary Shares for which such substituted Option would have been exercisable, and shall also have the same exercise price, vesting schedule and remaining term as the substituted Option. The Administrator may provide in the terms of an Award Agreement that the Holder may exercise an Option in whole or in part prior to the full vesting of the Option in exchange for unvested Restricted Shares with respect to any unvested portion of the Option so exercised. Restricted Shares acquired upon the exercise of any unvested portion of an Option shall be subject to such terms and conditions as the Administrator shall determine.

ARTICLE 6.

EXERCISE OF OPTIONS AND SHARE APPRECIATION RIGHTS

6.1 Exercise and Payment. An exercisable Option or Share Appreciation Right may be exercised in whole or in part. However, an Option or Share Appreciation Right shall not be exercisable with respect to fractional Ordinary Shares and the Administrator may require that, by the terms of the Option or Share Appreciation Right, a partial exercise must be with respect to a minimum number of Ordinary Shares. Payment of the amounts payable with respect to Share Appreciation Rights pursuant to this Article 6 shall be in cash, Ordinary Shares (based on its Fair

Market Value as of the date the Share Appreciation Right is exercised), or a combination of both, as determined by the Administrator.

6.2 Manner of Exercise. All or a portion of an exercisable Option or Share Appreciation Right shall be deemed exercised upon successful completion of the procedures established from time to time by the Administrator (including, without limitation, via an employee equity portal or similar method designated by the Company). Such procedures shall include submission of any or all of the following, as determined by the Administrator:

(a) Electronic notice complying with the applicable rules established by the Administrator stating that the Option or Share Appreciation Right, or a portion thereof, is exercised. The notice shall be signed or otherwise acknowledged electronically by the Holder or other person then entitled to exercise the Option or Share Appreciation Right or such portion thereof;

(b) Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with Applicable Law.

(c) In the event that the Option shall be exercised pursuant to Section 10.3 by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Option or Share Appreciation Right, as determined in the sole discretion of the Administrator; and

(d) Full payment of the exercise price and applicable withholding taxes for the Ordinary Shares with respect to which the Option or Share Appreciation Right, or portion thereof, is exercised, in a manner permitted by the Administrator in accordance with Sections 10.1 and 10.2.

ARTICLE 7.

AWARD OF RESTRICTED SHARES

7.1 Award of Restricted Shares. The Administrator is authorized to grant Restricted Shares to Eligible Individuals, and shall determine the terms and conditions, including the restrictions applicable to each award of Restricted Shares, which terms and conditions shall not be inconsistent with the Plan or any applicable Program, and may impose such conditions on the issuance of such Restricted Shares as it deems appropriate. The Administrator shall establish the purchase price, if any, and form of payment for Restricted Shares; provided, however, that if a purchase price is charged, such purchase price shall be no less than the par value, if any, of the Ordinary Shares to be purchased, unless otherwise permitted by Applicable Law. In all cases, legal consideration shall be required for each issuance of Restricted Shares to the extent required by Applicable Law.

7.2 Rights as Shareholders. Subject to Section 7.4, upon issuance of Restricted Shares, the Holder shall have, unless otherwise provided by the Administrator, all the rights of a shareholder with respect to said Ordinary Shares, subject to the restrictions in the Plan, any

applicable Program and/or the applicable Award Agreement, including the right to receive all dividends and other distributions paid or made with respect to the Ordinary Shares to the extent such dividends and other distributions have a record date that is on or after the date on which the Holder to whom such Restricted Shares are granted becomes the record holder of such Restricted shares; provided, however, that, in the sole discretion of the Administrator, any extraordinary distributions with respect to the Ordinary Shares may be subject to the restrictions set forth in Section 8.3. In addition, with respect to a Restricted Share with performance-based vesting, dividends which are paid prior to vesting shall only be paid out to the Holder to the extent that the performance-based vesting conditions are subsequently satisfied and the Restricted Share vests.

7.3 Restrictions. All Restricted Shares (including any shares received by Holders thereof with respect to Restricted Shares as a result of share dividends, share splits or any other form of recapitalization) shall be subject to such restrictions and vesting requirements as the Administrator shall provide in the applicable Program or Award Agreement. By action taken after the Restricted Share is issued, the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the vesting of such Restricted Share by removing any or all of the restrictions imposed by the terms of the applicable Program or Award Agreement.

7.4 Repurchase or Forfeiture of Restricted Shares. Except as otherwise determined by the Administrator, if no price was paid by the Holder for the Restricted Shares, upon a Termination of Service during the applicable restriction period, the Holder’s rights in unvested Restricted Shares then subject to restrictions shall lapse, and such Restricted Shares shall be surrendered to the Company or to an entity nominated by the Administrator and cancelled without consideration on the date of such Termination of Service. If a price was paid by the Holder for the Restricted Shares, upon a Termination of Service during the applicable restriction period, the Company shall have the right to repurchase from the Holder the unvested Restricted Shares then subject to restrictions at a cash price per share equal to the price paid by the Holder for such Restricted Shares or such other amount as may be specified in the applicable Program or Award Agreement. Notwithstanding the foregoing, the Administrator, in its sole discretion, may provide that upon certain events, including, without limitation, a Change in Control, the Holder’s death, retirement or disability or any other specified Termination of Service or any other event, the Holder’s rights in unvested Restricted Shares then subject to restrictions shall not lapse, such Restricted Shares shall vest and cease to be forfeitable and, if applicable, the Company shall cease to have a right of repurchase.

7.5 Election to be taxed on date of transfer to Holder of the Restricted Shares. If a Holder makes an election under Section 431 of the UK Income Taxes (Earnings and Pensions) Act 2003 or Section 83(b) of the Code (or equivalent under other Applicable Law) to be taxed with respect to the Restricted Shares as of the date of transfer of the Restricted Shares (and as if the Restricted Shares were not subject to forfeiture or other restrictions) rather than as of the date or dates upon which the Holder would otherwise be taxable under Applicable Law, the Holder shall be required to deliver a copy of such election to the Company promptly after filing (if required to be enforceable) such election with the Internal Revenue Service or equivalent tax authority along with proof of the timely filing thereof.

ARTICLE 8.

AWARD OF RESTRICTED SHARE UNITS

8.1 Grant of Restricted Share Units. The Administrator is authorized to grant Awards of Restricted Share Units to any Eligible Individual selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator.

8.2 Term. Except as otherwise provided herein, the term of a Restricted Share Unit award shall be set by the Administrator in its sole discretion.

8.3 Purchase Price. The Administrator shall specify the purchase price, if any, to be paid by the Holder to the Company with respect to any Restricted Share Unit award; provided, however, that the value of the consideration shall not be less than the par value of a Share, unless otherwise permitted by Applicable Law.

8.4 Vesting of Restricted Share Units. At the time of grant, the Administrator shall specify the date or dates on which the Restricted Share Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including, without limitation, vesting based upon the Holder’s duration of service to the Company or any Subsidiary, Company performance, individual performance or other specific criteria, in each case on a specified date or dates or over any period or periods, as determined by the Administrator.

8.5 Maturity and Settlement. At the time of grant, the Administrator may specify a maturity date applicable to a grant of Restricted Share Units, which shall be no earlier than the vesting date or dates of the Award and may be determined at the election of the Holder (if permitted by the applicable Award Agreement); provided that, except as otherwise determined by the Administrator, and subject to compliance with Applicable Law, in no event shall the maturity date relating to each Restricted Share Unit occur following the later of (a) the 15^th day of the third month following the end of the calendar year in which the applicable portion of the Restricted Share Unit vests; and (b) the 15^th day of the third month following the end of the Company’s fiscal year in which the applicable portion of the Restricted Share Unit vests. On the maturity date, the Company shall, in accordance with the applicable Award Agreement and subject to Section 10.4(f), transfer to the Holder one unrestricted, fully transferable Share for each Restricted Share Unit scheduled to be paid out on such date and not previously forfeited, or in the sole discretion of the Administrator, an amount in cash equal to the Fair Market Value of such Ordinary Shares on the maturity date or a combination of cash and Ordinary Shares as determined by the Administrator. Notwithstanding the forgoing, unless otherwise determined by the Administrator, each Award of Restricted Share Units shall mature immediately upon its vesting date or dates.

8.6 Settlement upon Termination of Service. An Award of Restricted Share Units shall only be settled while the Holder is an Employee, a Consultant or a member of the Board, as applicable; provided, however, that the Administrator, in its sole discretion, may provide (in an Award Agreement or otherwise) that a Restricted Share Unit award may be settled subsequent to a Termination of Service in certain events, including a Change in Control, the Holder’s death, retirement or disability or any other specified Termination of Service.

ARTICLE 9.

AWARD OF OTHER SHARES OR CASH BASED AWARDS AND DIVIDEND EQUIVALENTS

9.1 Other Share or Cash Based Awards. The Administrator is authorized to grant Other Share or Cash Based Awards, including awards entitling a Holder to receive Ordinary Shares or cash to be delivered immediately or in the future, to any Eligible Individual. Subject to the provisions of the Plan and any applicable Program, the Administrator shall determine the terms and conditions of each Other Share or Cash Based Award, including the term of the Award, any exercise or purchase price, performance goals, transfer restrictions, vesting conditions and other terms and conditions applicable thereto, which shall be set forth in the applicable Award Agreement. Other Share or Cash Based Awards may be paid in cash, Ordinary Shares, or a combination of cash and Ordinary Shares, as determined by the Administrator, and may be available as a form of payment in the settlement of other Awards granted under the Plan, as stand-alone payments, as a part of a bonus, deferred bonus, deferred compensation or other arrangement, and/or as payment in lieu of compensation to which an Eligible Individual is otherwise entitled.

9.2 Dividend Equivalents. Dividend Equivalents may be granted by the Administrator, either alone or in tandem with another Award, based on dividends declared on the Ordinary Shares, to be credited as of dividend payment dates during the period between the date the Dividend Equivalents are granted to a Holder and the date such Dividend Equivalents terminate or expire, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional Ordinary Shares by such formula and at such time and subject to such restrictions and limitations as may be determined by the Administrator. In addition, Dividend Equivalents with respect to an Award with performance-based vesting that are based on dividends paid prior to the vesting of such Award shall only be paid out to the Holder to the extent that the performance-based vesting conditions are subsequently satisfied and the Award vests. Notwithstanding the forgoing, no Dividend Equivalents shall be payable with respect to Options or Share Appreciation Rights.

ARTICLE 10.

ADDITIONAL TERMS OF AWARDS

10.1 Payment. The Administrator shall determine the method or methods by which payments by any Holder with respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or cheque, (b) Ordinary Shares (including, in the case of payment of the exercise price of an Award, Ordinary Shares issuable pursuant to the exercise of the Award) or Ordinary Shares held for such minimum period of time as may be established by the Administrator, in each case, having a Fair Market Value on the date of delivery equal to the aggregate payments required, (c) delivery of a written or electronic notice that the Holder has placed a market sell order with a broker acceptable to the Company with respect to Ordinary Shares then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the proceeds of the sale (net of any brokerage commissions or fees)

to the Company in satisfaction of the aggregate payments required; provided that payment of such proceeds is then made to the Company upon settlement of such sale, (d) other form of legal consideration acceptable to the Administrator in its sole discretion, or (e) any combination of the above permitted forms of payment. Notwithstanding any other provision of the Plan to the contrary, no Holder who is a Director or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.

10.2 Tax Withholding. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Holder to remit to the Company, an amount sufficient to satisfy all applicable taxes and social security contributions (including, where permitted under Applicable Law, social security contributions that would otherwise be the liability of the Holder’s employing entity) required by law to be withheld or otherwise paid by the Holder or the Company or any Subsidiary with respect to any taxable event concerning a Holder arising as a result of the Plan or any Award (and a “Tax Liability”). The Administrator may, in its sole discretion and in satisfaction of any Tax Liability, or in satisfaction of such additional Tax Liability as a Holder may have elected, allow a Holder to satisfy such obligations by any payment means described in Section 10.1 hereof, including without limitation, by (a) allowing such Holder to elect to have the Company or any Subsidiary withhold Ordinary Shares otherwise issuable under an Award (or allow the surrender of Ordinary Shares) or (b) delivery of a written or electronic notice that the Holder has placed a market sell order with a broker acceptable to the Company with respect to Ordinary Shares otherwise issuable under an Award, and that the broker has been directed to pay a sufficient portion of the proceeds of the sale (net of any brokerage commissions or fees) to the Company in satisfaction of the applicable withholding obligations; provided that payment of such proceeds is then made to the Company upon settlement of such sale. The number of Ordinary Shares that may be so withheld or surrendered shall be no greater than the number of Ordinary Shares that have a fair market value on the date of withholding or repurchase equal to the aggregate amount of such Tax Liability based on the maximum statutory applicable tax rates in such Holder’s applicable jurisdiction that are applicable to such taxable income. The Administrator shall determine the fair market value of the Ordinary Shares (consistent with Applicable Law), for tax withholding obligations due in connection with a broker-assisted cashless Option or Share Appreciation Right exercise involving the sale of Ordinary Shares to pay the Option or Share Appreciation Right exercise price or any tax withholding obligation.

10.3 Transferability of Awards.

(a) Except as otherwise provided in Sections 10.3(b) and 10.3(c):

(i) No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution unless and until such Award has been exercised or the Ordinary Shares underlying such Award have been issued, and all restrictions applicable to such Ordinary Shares have lapsed;

(ii) No Award or interest or right therein shall be liable for or otherwise subject to the debts, contracts or engagements of the Holder or the Holder’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) unless and until such Award has been exercised, or the Ordinary Shares underlying such Award have been issued, and all restrictions applicable to such Ordinary Shares have lapsed, and any attempted disposition of an Award prior to satisfaction of these conditions shall be null and void and of no effect, except to the extent that such disposition is permitted by Section 10.3(a)(i); and

(iii) During the lifetime of the Holder, only the Holder may exercise any exercisable portion of an Award granted to such Holder under the Plan. After the death of the Holder, any exercisable portion of an Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Program or Award Agreement, be exercised by the Holder’s personal representative or by any person empowered to do so under the deceased Holder’s will or under the then-applicable laws of descent and distribution.

(b) Notwithstanding Section 10.3(a), the Administrator, in its sole discretion, may determine to permit a Holder or a Permitted Transferee of such Holder to transfer an Award to any one or more Permitted Transferees of such Holder, subject to the following terms and conditions: (i) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than (A) to another Permitted Transferee of the applicable Holder or (B) by will or the laws of descent and distribution; (ii) an Award transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original Holder (other than the ability to further transfer the Award to any Person other than another Permitted Transferee of the applicable Holder); and (iii) the Holder (or transferring Permitted Transferee) and the receiving Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under Applicable Law and (C) evidence the transfer.

(c) Notwithstanding Section 10.3(a), a Holder may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Holder and to receive any distribution with respect to any Award upon the Holder’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Program or Award Agreement applicable to the Holder and any additional restrictions deemed necessary or appropriate by the Administrator. If the Holder is married or a domestic partner in a domestic partnership qualified under Applicable Law and resides in a community property state, a designation of a person other than the Holder’s spouse or domestic partner, as applicable, as the Holder’s beneficiary with respect to more than 50% of the Holder’s interest in the Award shall not be effective without the prior written or electronic consent of the Holder’s spouse or domestic partner. If no beneficiary has been designated or survives the Holder, payment shall be made to the person entitled thereto pursuant to the Holder’s will or the laws of descent and distribution. Subject to the foregoing, a

beneficiary designation may be changed or revoked by a Holder at any time; provided that the change or revocation is delivered in writing to the Administrator prior to the Holder’s death.

10.4 Conditions to Issuance of Ordinary Shares.

(a) The Administrator shall determine the methods by which Ordinary Shares shall be delivered or deemed to be delivered to Holders. Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing Ordinary Shares pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel, that the issuance of such Ordinary Shares is in compliance with Applicable Law and the Ordinary Shares are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Administrator may require that a Holder make such reasonable covenants, agreements and representations as the Administrator, in its sole discretion, deems advisable in order to comply with Applicable Law.

(b) All share certificates delivered pursuant to the Plan and all Ordinary Shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with Applicable Law. The Administrator may place legends on any share certificate or book entry to reference restrictions applicable to the Ordinary Shares (including, without limitation, restrictions applicable to Restricted Shares).

(c) The Administrator shall have the right to require any Holder to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator.

(d) No fractional Ordinary Shares shall be issued and the Administrator, in its sole discretion, shall determine whether cash shall be given in lieu of fractional Ordinary Shares or whether such fractional Ordinary Shares shall be eliminated by rounding down.

(e) The Company, in its sole discretion, may (i) retain physical possession of any share certificate evidencing Ordinary Shares until any restrictions thereon shall have lapsed and/or (ii) require that the share certificates evidencing such Ordinary Shares be held in custody by a designated escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Holder deliver a share power, endorsed in blank, relating to such Ordinary Shares.

(f) Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by Applicable Law, the Company shall not deliver to any Holder certificates evidencing Ordinary Shares issued in connection with any Award and instead such Ordinary Shares shall be recorded in the books of the Company (or, as applicable, its transfer agent or share plan administrator).

10.5 Forfeiture and Claw-Back Provisions. All Awards (including any proceeds, gains or other economic benefit actually or constructively received by a Holder upon any receipt or exercise of any Award or upon the receipt or resale of any Ordinary Shares underlying the

Award and any payments of a portion of an incentive-based bonus pool allocated to a Holder) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, whether or not such claw-back policy was in place at the time of grant of an Award, to the extent set forth in such claw-back policy and/or in the applicable Award Agreement.

10.6 Prohibition on Repricing. Subject to Section 12.2, the Administrator shall not, without the approval of the shareholders of the Company, (a) authorize the amendment of any outstanding Option or Share Appreciation Right to reduce its price per Share, or (b) cancel any Option or Share Appreciation Right in exchange for cash or another Award when the Option or Share Appreciation Right price per Share exceeds the Fair Market Value of the underlying Ordinary Shares. Furthermore, for purposes of this Section 10.6, except in connection with a corporate transaction involving the Company (including, without limitation, any share dividend, share split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the terms of outstanding Awards may not be amended to reduce the exercise price per share of outstanding Options or Share Appreciation Rights or cancel outstanding Options or Share Appreciation Rights in exchange for cash, other Awards or Options or Share Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or Share Appreciation Rights without the approval of the shareholders of the Company.

10.7 Amendment of Awards. Subject to Applicable Law, the Administrator may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type or changing the date of exercise or settlement. The Holder’s consent to such action shall be required unless (a) the Administrator determines that the action, taking into account any related action, would not materially and adversely affect the Holder, or (b) the change is otherwise permitted under the Plan (including, without limitation, under Section 12.2 or 12.10).

10.8 Data Privacy. As a condition of receipt of any Award, each Holder explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Section 10.8 by and among, as applicable, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Holder’s participation in the Plan. The Company and its Subsidiaries may hold certain personal information about a Holder, including but not limited to, the Holder’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), any shares held in the Company or any of its Subsidiaries, details of all Awards, in each case, for the purpose of implementing, managing and administering the Plan and Awards (the “Data”). The Company and its Subsidiaries may transfer the Data amongst themselves as necessary for the purpose of implementation, administration and management of a Holder’s participation in the Plan, and the Company and its Subsidiaries may each further transfer the Data to any third parties assisting the Company and its Subsidiaries in the implementation, administration and management of the Plan. These recipients may be located in the Holder’s country, or elsewhere, and the Holder’s country may have different data privacy laws and protections than the recipients’ country. Through acceptance of an Award,

each Holder authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Holder’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or any of its Subsidiaries or the Holder may elect to deposit any Ordinary Shares. The Data related to a Holder will be held only as long as is necessary to implement, administer, and manage the Holder’s participation in the Plan. A Holder may, at any time, view the Data held by the Company with respect to such Holder, request additional information about the storage and processing of the Data with respect to such Holder, recommend any necessary corrections to the Data with respect to the Holder or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Company may cancel the Holder’s ability to participate in the Plan and, in the Administrator’s discretion, the Holder may forfeit any outstanding Awards if the Holder refuses or withdraws his or her consents as described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Holders may contact their local human resources representative.

ARTICLE 11.

ADMINISTRATION

11.1 Administrator. The Committee shall administer the Plan (except as otherwise permitted herein). Notwithstanding the foregoing, any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 11.1 or the Organizational Documents. Except as may otherwise be provided in the Organizational Documents or as otherwise required by Applicable Law, (a) appointment of Committee members shall be effective upon acceptance of appointment, (b) Committee members may resign at any time by delivering written or electronic notice to the Board and (c) vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, (i) the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Directors and, with respect to such Awards, the term “Administrator” as used in the Plan shall be deemed to refer to the Board and (ii) the Board or Committee may delegate its authority hereunder to the extent permitted by Section 11.6.

11.2 Duties and Powers of Administrator. It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with its provisions. The Administrator shall have the power to interpret the Plan, all Programs and Award Agreements, and to adopt such rules for the administration, interpretation and application of the Plan and any Program as are not inconsistent with the Plan, to interpret, amend or revoke any such rules and to amend the Plan or any Program or Award Agreement; provided that the rights or obligations of the Holder of the Award that is the subject of any such Program or Award Agreement are not materially and adversely affected by such amendment, unless the consent of the Holder is obtained or such amendment is otherwise permitted under Section 10.5 or Section 12.10. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee in its capacity as the Administrator under the Plan except with respect to matters which under the rules of any securities exchange or automated quotation system on

which the Ordinary Shares are listed, quoted or traded are required to be determined in the sole discretion of the Committee.

11.3 Action by the Administrator. Unless otherwise established by the Board, set forth in any Organizational Documents or as required by Applicable Law, a majority of the Administrator shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by all members of the Administrator in lieu of a meeting, shall be deemed the acts of the Administrator. Each member of the Administrator is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Subsidiary, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

11.4 Authority of Administrator. Subject to the Organizational Documents, any specific designation in the Plan and Applicable Law, the Administrator has the exclusive power, authority and sole discretion to:

(a) Designate Eligible Individuals to receive Awards;

(b) Determine the type or types of Awards to be granted to each Eligible Individual (including, without limitation, any Awards granted in tandem with another Award granted pursuant to the Plan);

(d) Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, purchase price, any performance criteria, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-competition and claw-back and recapture of gain on an Award, based in each case on such considerations as the Administrator in its sole discretion determines;

(e) Determine whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid in cash, Ordinary Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;

(f) Prescribe the form of each Award Agreement, which need not be identical for each Holder;

(g) Decide all other matters that must be determined in connection with an Award;

(h) Establish, adopt, or revise any Programs, rules and regulations as it may deem necessary or advisable to administer the Plan;

(i) Interpret the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement;

(j) Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan; and

(k) Accelerate wholly or partially the vesting or lapse of restrictions of any Award or portion thereof at any time after the grant of an Award, subject to whatever terms and conditions it selects and Section 12.2.

11.5 Decisions Binding. The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Program or any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding and conclusive on all Persons.

11.6 Delegation of Authority. The Board or Committee may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to this Article 11; provided, however, that in no event shall an officer of the Company be delegated the authority to grant Awards to, or amend Awards held by officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation of administrative authority shall only be permitted to the extent it is permissible under any Organizational Documents and Applicable Law. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation or that are otherwise included in the applicable Organizational Documents, and the Board or Committee, as applicable, may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 11.6 shall serve in such capacity at the pleasure of the Board or the Committee, as applicable, and the Board or the Committee may abolish any committee at any time and re-vest in itself any previously delegated authority.

ARTICLE 12.

MISCELLANEOUS PROVISIONS

12.1 Amendment, Suspension or Termination of the Plan.

(a) Except as otherwise provided in Section 12.1(b), the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board; provided that, except as provided in Section 10.5 and Section 12.10, no amendment, suspension or termination of the Plan shall, without the consent of the Holder, materially and adversely affect any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides.

(b) Notwithstanding Section 12.1(a), the Board may not, except as provided in Section 12.2, take any of the following actions without approval of the Company’s shareholders

given within twelve (12) months before or after such action: (i) increase the limit imposed in Section 3.1 on the maximum number of Ordinary Shares which may be upon the exercise of Incentive Share Options, (ii) reduce the price per share of any outstanding Option or Share Appreciation Right granted under the Plan or take any action prohibited under Section 10.6, or (iii) cancel any Option or Share Appreciation Right in exchange for cash or another Award in violation of Section 10.6.

(c) No Awards may be granted or awarded during any period of suspension or after termination of the Plan, and notwithstanding anything herein to the contrary, in no event may any Award be granted under the Plan after the tenth (10^th) anniversary of the earlier of (i) the date on which the Plan was adopted by the Board or (ii) the date the Plan was approved by the Company’s shareholders (such anniversary, the “Expiration Date”). Any Awards that are outstanding on the Expiration Date shall remain in force according to the terms of the Plan, the applicable Program and the applicable Award Agreement.

12.2 Changes in Ordinary Shares or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events.

(a) In the event of any share dividend, share split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other change affecting the shares of the Company or the price of the Company’s shares other than an Equity Restructuring, the Administrator may make equitable adjustments, if any, to reflect such change with respect to: (i) the aggregate number and kind of Ordinary Shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 on the maximum number and kind of Ordinary Shares which may be issued under the Plan); (ii) the number and kind of Ordinary Shares (or other securities or property) subject to outstanding Awards; (iii) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (iv) the grant or exercise price per share for any outstanding Awards under the Plan; and (v) the number and kind of Ordinary Shares (or other securities or property) for which automatic grants are subsequently to be made to new and continuing Non-Employee Directors pursuant to any Non-Employee Director Equity Compensation Policy adopted in accordance with Section 4.5.

(b) In the event of any transaction or event described in Section 12.2(a) or any unusual or nonrecurring transactions or events affecting the Company, any Subsidiary of the Company, or the financial statements of the Company or any Subsidiary, or of changes in Applicable Law or Applicable Accounting Standards, the Administrator, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events or to give effect to such changes in Applicable Law or Applicable Accounting Standards:

(i) To provide for the termination of any such Award in exchange for an amount of cash and/or other property with a value equal to the amount that would have been attained upon the exercise of such Award or realization of the Holder’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 12.2 the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Holder’s rights, then such Award may be terminated by the Company without payment);

(ii) To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the share of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and applicable exercise or purchase price, in all cases, as determined by the Administrator;

(iii) To make adjustments in the number and type of Ordinary Shares (or other securities or property) subject to outstanding Awards, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards and Awards which may be granted in the future;

(iv) To provide that such Award shall be exercisable or payable or fully vested with respect to all Ordinary Shares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Program or Award Agreement;

(v) To replace such Award with other rights or property selected by the Administrator; and/or

(vi) To provide that the Award cannot vest, be exercised or become payable after such event.

(c) In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 12.2(a) and 12.2(b):

(i) The number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, shall be equitably adjusted (and the adjustments provided under this Section 12.2(c)(i) shall be nondiscretionary and shall be final and binding on the affected Holder and the Company); and/or

(ii) The Administrator shall make such equitable adjustments, if any, as the Administrator, in its sole discretion, may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of Ordinary Shares that may be issued under the Plan (including, but not limited to, adjustments of the limitation in Section 3.1 on the maximum number and kind of Ordinary Shares which may be issued under the Plan).

(d) Notwithstanding any other provision of the Plan, in the event of a Change in Control, unless otherwise determined by the Administrator (A) except as set forth in Section 12.2(e), if the successor corporation or a parent or subsidiary of the successor corporation is a publicly-traded company, such Award shall continue in effect or be assumed or an equivalent Award substituted by the successor corporation or a parent or subsidiary of the successor

corporation unless the Administrator elects to cause an Award to become fully exercisable and no longer subject to any forfeiture restrictions prior to the consummation of a Change in Control, pursuant to Section 12.2 or (B) if the successor corporation or a parent or subsidiary of the successor corporation is not publicly-traded company, the Administrator shall cause the Award to become fully exercisable and no longer subject to any forfeiture restrictions prior to the consummation of a Change in Control, pursuant to Section 12.2.

(e) In the event that the publicly-traded successor corporation in a Change in Control refuses to assume or substitute for an Award (other than any portion subject to performance-based vesting), the Administrator may cause (i) any or all of such Award (or portion thereof) to terminate in exchange for cash, rights or other property pursuant to Section 12.2(b)(i) or (ii) any or all of such Award (or portion thereof) to become fully exercisable immediately prior to the consummation of such transaction and all forfeiture restrictions on any or all of such Award to lapse. If any such Award is exercisable in lieu of assumption or substitution in the event of a Change in Control, the Administrator shall notify the Holder that such Award shall be fully exercisable for a period of fifteen (15) days from the date of such notice, contingent upon the occurrence of the Change in Control, and such Award shall terminate upon the expiration of such period.

(f) For the purposes of this Section 12.2, an Award shall be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether shares, cash, or other securities or property) received in the Change in Control by holders of Ordinary Shares for each Ordinary Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Ordinary Shares); provided, however, that if such consideration received in the Change in Control was not solely ordinary shares of the successor corporation or its parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Award, for each Share subject to an Award, to be solely ordinary shares of the successor corporation or its parent equal in fair market value to the per-share consideration received by holders of Ordinary Shares in the Change in Control.

(g) The Administrator, in its sole discretion, may include such further provisions and limitations in any Award, agreement or certificate, as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan.

(h) The existence of the Plan, any Program, any Award Agreement and/or the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company or the shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of shares or of options, warrants or rights to purchase shares or of bonds, debentures, preferred or prior preference shares whose rights are superior to or affect the Ordinary Shares or the rights thereof or which are convertible into or exchangeable for Ordinary Shares, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

(i) In the event of any pending share dividend, share split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other change affecting the Ordinary Shares or the share price of the Ordinary Shares including any Equity Restructuring, for reasons of administrative convenience, the Administrator, in its sole discretion, may refuse to permit the exercise of any Award during a period of up to thirty (30) days prior to the consummation of any such transaction.

12.3 Approval of Plan by Shareholders. The Plan shall be submitted for the approval of the Company’s shareholders within twelve (12) months after the date of the Board’s initial adoption of the Plan.

12.4 No Shareholders Rights. Except as otherwise provided herein or in an applicable Program or Award Agreement, a Holder shall have none of the rights of a shareholder with respect to Ordinary Shares covered by any Award until the Holder becomes the record owner of such Ordinary Shares.

12.5 Paperless Administration. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automated system.

12.6 Effect of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company or any Subsidiary: (a) to establish any other forms of incentives or compensation for Employees, Directors or Consultants of the Company or any Subsidiary, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, share or assets of any corporation, partnership, limited liability company, firm or association.

12.7 Compliance with Laws. The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of Ordinary Shares and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all Applicable Laws (including U.S. securities law and margin requirements), and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all Applicable Law. The Administrator, in its sole discretion, may take whatever actions it deems necessary or appropriate to effect compliance with Applicable Law, including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars. Notwithstanding anything to the contrary herein, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate Applicable Law. To the extent permitted by Applicable Law,

the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to Applicable Law.

12.8 Titles and Headings, References to Sections of the Code or Exchange Act. The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.

12.9 Governing Law. The Plan and any Programs and Award Agreements hereunder shall be administered, interpreted and enforced under the internal laws of the England and Wales without regard to conflicts of laws thereof or of any other jurisdiction.

12.10 Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Holder pursuant to an Award, nothing contained in the Plan or any Program or Award Agreement shall give the Holder any rights that are greater than those of a general creditor of the Company or any Subsidiary.

12.11 Indemnification. To the extent permitted under Applicable Law and the Organizational Documents, each member of the Administrator shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Organizational Documents, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

12.12 Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

12.13 Expenses. Except as set forth in Section 10.1 or 10.2, the expenses of administering the Plan shall be borne by the Company and its Subsidiaries.

* * * * *

APPENDIX A

Additional U.S.-Specific Terms

This Appendix A is incorporated by reference into the 2018 Farfetch Employee Equity Plan (as it may be amended or restated from time to time, the “Plan”), to the extent applicable, with respect to any Participant (or any Subsidiary) subject to U.S. taxes or to the extent U.S. securities laws apply with respect to any Participant or otherwise with respect to any Award. Unless otherwise provided below, capitalized terms used otherwise not defined in this Appendix A shall have the meaning set forth in the Plan.

1.1 “Greater Than 10% Shareholder” shall mean an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of shares of the Company or any subsidiary corporation (as defined in Section 424(f) of the Code) or parent corporation thereof (as defined in Section 424(e) of the Code).

1.2 “Incentive Share Option” shall mean an Option that is intended to qualify as an “incentive stock option” and conforms to the applicable provisions of Section 422 of the Code.

1.3 “Non-Qualified Share Option” shall mean an Option that is not an Incentive Share Option or which is designated as an Incentive Share Option but does not meet the applicable requirements of Section 422 of the Code.

1.4 Administration. Notwithstanding any provision of the Plan to the contrary (including, without limitation Sections 11.1, 11.2 and 11.6 of the Plan), to the extent necessary to comply with Rule 16b-3 of the Exchange Act, the Committee shall take all action with respect to such Awards, and the individuals taking such action shall consist solely of two or more Non-Employee Directors, each of whom is intended to qualify as both a “non-employee director” as defined by Rule 16b-3 of the Exchange Act or any successor rule.

1.5 Qualification of Incentive Share Options. The Administrator may grant Options intended to qualify as Incentive Share Options only to employees of the Company, any of the Company’s present or future “parent corporations” or “subsidiary corporations” as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Share Options under the Code. No person who qualifies as a Greater Than 10% Shareholder may be granted an Incentive Share Option unless such Incentive Share Option conforms to the applicable provisions of Section 422 of the Code. To the extent that the aggregate fair market value of share with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Holder during any calendar year under the Plan, and all other plans of the Company and any parent corporation or subsidiary corporation thereof (as defined in Section 424(e) and 424(f) of the Code, respectively), exceeds $100,000, the Options shall be treated as Non-Qualified Share Options to the extent required by Section 422 of the Code. The rule set forth in the immediately preceding sentence shall be applied by taking Options and other “incentive stock options” into account in the order in which they were granted and the fair market value of shares shall be determined as of the time the respective options were granted. Any interpretations and rules under the Plan with respect to Incentive

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Share Options shall be consistent with the provisions of Section 422 of the Code. Neither the Company nor the Administrator shall have any liability to a Holder, or any other Person, (a) if an Option (or any part thereof) which is intended to qualify as an Incentive Share Option fails to qualify as an Incentive Share Option or (b) for any action or omission by the Company or the Administrator that causes an Option not to qualify as an Incentive Share Option, including without limitation, the conversion of an Incentive Share Option to a Non-Qualified Share Option or the grant of an Option intended as an Incentive Share Option that fails to satisfy the requirements under the Code applicable to an Incentive Share Option.

1.6 Option and Share Appreciation Right Exercise Price. The exercise price per Share subject to each Option and Share Appreciation Right shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value of an Ordinary Share on the date the Option or Share Appreciation Right, as applicable, is granted (or, as to Incentive Share Options, on the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). In addition, in the case of Incentive Share Options granted to a Greater Than 10% Shareholder, such price shall not be less than 110% of the Fair Market Value of an Ordinary Share on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). Notwithstanding the foregoing, in the case of an Option or Share Appreciation Right that is a Substitute Award, the exercise price per Ordinary Shares subject to such Option or Share Appreciation Right, as applicable, may be less than the Fair Market Value per share on the date of grant; provided that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Section 424 and 409A of the Code.

1.7 Option and SAR Term. The term of each Option (the “Option Term”) and the term of each Share Appreciation Right (the “SAR Term”) shall be set by the Administrator in its sole discretion; provided, however, that the Option Term or SAR Term, as applicable, shall not be more than (a) ten (10) years from the date the Option or Share Appreciation Right, as applicable, is granted to an Eligible Individual (other than, in the case of Incentive Share Options, a Greater Than 10% Shareholder), or (b) five (5) years from the date an Incentive Share Option is granted to a Greater Than 10% Shareholder.

1.8 Section 409A. To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A, the Plan, the Program pursuant to which such Award is granted and the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A. In that regard, to the extent any Award under the Plan or any other compensatory plan or arrangement of the Company or any of its Subsidiaries is subject to Section 409A, and such Award or other amount is payable on account of a Participant’s Termination of Service (or any similarly defined term), then (a) such Award or amount shall only be paid to the extent such Termination of Service qualifies as a “separation from service” as defined in Section 409A, and (b) if such Award or amount is payable to a “specified employee” as defined in Section 409A then to the extent required in order to avoid a prohibited distribution under Section 409A, such Award or other compensatory payment shall not be payable prior to the earlier of (i) the expiration of the six-month period measured from the date of the Participant’s Termination of Service, or (ii) the date of the Participant’s death. To the extent applicable, the Plan, the Program and any Award Agreements shall be interpreted in accordance with Section 409A. Notwithstanding any

A- 2 -

provision of the Plan to the contrary (including Section 2.7), if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (a), (b), (c) or (d) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5). Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Administrator determines that any Award may be subject to Section 409A, the Administrator may (but is not obligated to), without a Holder’s consent, adopt such amendments to the Plan and the applicable Program and Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (A) exempt the Award from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (B) comply with the requirements of Section 409A and thereby avoid the application of any penalty taxes under Section 409A. The Company makes no representations or warranties as to the tax treatment of any Award under Section 409A or otherwise. The Company shall have no obligation under this Section 1.7 or otherwise to take any action (whether or not described herein) to avoid the imposition of taxes, penalties or interest under Section 409A with respect to any Award and shall have no liability to any Holder or any other person if any Award, compensation or other benefits under the Plan are determined to constitute non-compliant, “nonqualified deferred compensation” subject to the imposition of taxes, penalties and/or interest under Section 409A.

1.9 Termination of Service. With respect to Incentive Share Options, unless the Administrator otherwise provides in the terms of any Program, Award Agreement or otherwise, or as otherwise required by Applicable Law, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then-applicable regulations and revenue rulings under said Section.

1.10 Shares available for Awards. No Ordinary Shares may again be optioned, granted or awarded if such action would cause an Incentive Share Option to fail to qualify as an incentive share option under Section 422 of the Code. Substitute Awards shall not reduce the Ordinary Shares authorized for grant under the Plan, except as may be required by reason of Section 422 of the Code.

1.11 Notification Regarding Disposition. The Holder shall give the Company prompt written or electronic notice of any disposition of Ordinary Shares acquired by exercise of an Incentive Share Option which occurs within (a) two years from the date of granting (including the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) such Option to such Holder, or (b) one year after the date of transfer of such Ordinary Shares to such Holder. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Holder in such disposition or other transfer.

A- 3 -

1.12 Transfer of Awards. The Administrator, in its sole discretion, may determine to permit a Holder to transfer Incentive Share Options to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and other Applicable Law, the Holder is considered the sole beneficial owner of the Incentive Share Option while it is held in the trust.

1.13 Adjustment of Awards. Unless otherwise determined by the Administrator, no adjustment or action described in Section 12.2 or in any other provision of the Plan shall be authorized to the extent it would (i) cause the Plan to violate Section 422(b)(1) of the Code, (ii) cause an Award to fail to be exempt from or comply with Section 409A, (iii) result in short-swing profits liability under Section 16 of the Exchange Act or (iv) violate the exemptive conditions of Rule 16b-3 of the Exchange Act, as applicable.

1.14 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments thereto) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

1.15 Section 162(m). To the maximum extent permitted under Section 162(m) of the Code and Applicable Law, Awards under this Plan shall not be subject to the deduction limit set forth in U.S. Treasury Regulation 1.162-27(b) pursuant to Section 162(m) of the Code and the rules and regulations promulgated thereunder (the “162(m) Deduction Limitation”). To the extent any Awards under the Plan would otherwise be subject to the 162(m) Deduction Limitation, such Awards shall not be subject to the Deduction Limitation to the extent they qualify for any post-public offering reliance period deduction limit exception set forth in U.S. Treasury Regulation 1.162-27(f) (or any successor thereto), and the Plan and Award Agreements shall be interpreted accordingly.

A- 4 -

EX-21.1 19 d532260dex211.htm EX-21.1 EX-21.1

Exhibit 21.1

Subsidiaries of the Registrant


Legal Name of Subsidiary		Jurisdiction of Organization
Farfetch.com Ltd		Isle of Man
Farfetch UK Limited		England & Wales
FFBR importacao e exportacao LTDA		Brazil
Farfetch.com Brasil Servicos LTDA		Brazil
Farfetch.com US LLC		United States
Fashion Concierge Powered By Farfetch, LLC		United States
Farfetch Portugal-Unipessoal LDA		Portugal
Farfetch HK Holdings Limited		Hong Kong
Browns (South Molton Street) Limited		England & Wales
Farfetch Japan Co., Ltd		Japan
LASO.CO.LTD		Japan
Farfetch China (HK Holdings) Limited		Hong Kong
Farfetch (Shanghai) E-Commerce Co., Ltd		China
Farfetch HK Production Limited		Hong Kong
Farfetch Store of the Future Limited		England & Wales
Fashion Concierge UK Limited		England & Wales
F&C Fashion Concierge, LDA		Portugal
Farfetch Black & White Limited		England & Wales
Farfetch International Limited		Isle of Man
Farfetch México, S.A. de C.V.		Mexico
Farfetch India Private Limited		India

EX-23.1 20 d532260dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form F-1 of Farfetch Limited of our report dated May 30, 2018 relating to the financial statements of Farfetch.com Limited, which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

London, United Kingdom

August 20, 2018

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