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6-K 1 tm2512474d1_6k.htm FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2025

Commission File Number: 001-39880

MYT NETHERLANDS PARENT B.V.
(Exact Name of Registrant as Specified in its Charter)

Einsteinring 9
85609 Aschheim/Munich
Germany
+49 89 127695-614
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

As previously disclosed on October 7, 2024, MYT Netherlands Parent B.V. (“Mytheresa”) (NYSE: MYTE), Richemont Italia Holding S.p.A. (“Richemont Italia”), and Compagnie Financière Richemont S.A. (“Richemont”) (SWX: CFR) entered into a share purchase agreement dated as of October 7, 2024 (the “Share Purchase Agreement”), pursuant to which Mytheresa agreed to purchase 100% of the share capital of YOOX Net-a-Porter Group S.p.A. (“YNAP”) in exchange for issuing a number of its ordinary shares, nominal value €0.000015 per share (the “Ordinary Shares”), equal to 33.0% of Mytheresa’s fully diluted share capital after completion of the acquisition on a post-issuance basis (the “YNAP Acquisition”).

On April 23, 2025, Mytheresa completed the YNAP Acquisition (the “Closing”) and, pursuant to the Share Purchase Agreement, Mytheresa issued an aggregate 49,741,342 of its Ordinary Shares to Richemont Italia (the “Richemont Shares”), which represent 33.0% of the post-issuance fully-diluted share capital of Mytheresa (as calculated pursuant to the Share Purchase Agreement). Immediately after the issuance of the Richemont Shares, there were 136,374,256 Ordinary Shares outstanding.

In addition, Amber Pepper resigned as a member of Mytheresa’s Management Board effective April 22, 2025. Gareth Locke and Sebastian Dietzmann resigned as members of the Management Board immediately after Closing on April 23, 2025. After Closing, the size of the Management Board was reduced to two members. In addition, MYT Netherlands Parent B.V. expects to change its name to LuxExperience B.V., effective May 1, 2025.

The Share Purchase Agreement is attached as Exhibit 2.1 hereto and is incorporated herein by reference. The foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Revolving Facility Agreement

Pursuant to the Share Purchase Agreement, at or before Closing, Richemont International Holding S.A. (“Lender”), an affiliate of Richemont, and The Net-A-Porter Group Limited (“Borrower”), an indirect wholly owned subsidiary of YNAP, YNAP Corporation , YOOX Asia Limited, YNAP Middle East Holding Limited (together with the Borrower, the “Original Guarantors”) entered into a revolving facility agreement (the “Revolving Facility Agreement”). The Revolving Facility Agreement provides for a secured revolving credit facility in the amount of €100 million with a term of six years (the “Revolving Facility”).

The Revolving Facility is intended to support YNAP’s operations after Closing, and amounts borrowed are available to fund YNAP’s working capital requirements and other general and corporate purposes related to YNAP’s business, as well as the capital requirements related to the assets, operations and/or businesses of YNAP and its subsidiaries to the extent such assets, operations and/or businesses have been migrated within the Mytheresa and its subsidiaries.

Amounts drawn under the Revolving Facility bear interest at a percentage rate per annum equal to the aggregate of the Margin (as defined in the Revolving Facility Agreement) of 3.00 percent and EURIBOR in respect of any relevant Interest Period (as defined in the Revolving Facility Agreement), which may be three or six months, or any other period agreed by the parties. Borrowed amounts are due on the last day of the relevant Interest Period. Borrower may prepay amounts borrowed under the Revolving Facility, subject to certain customary restrictions further described in the Revolving Facility Agreement.

Upon a change in control, sale of all or substantially all of the assets of YNAP (other than a Permitted Reorganization (as defined in the Revolving Facility Agreement)), or sale of all or substantially all of the assets of Mytheresa, Lender’s obligation to fund future amounts terminates, and upon notification to Borrower, Lender’s commitment to fund terminates and all outstanding amounts borrowed under the Revolving Facility will become due and payable.

This description of the Revolving Facility Agreement is a summary and does not purport to be complete, and is qualified in its entirety by reference to the Revolving Facility Agreement, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.

Guarantee and Indemnity Agreements

Pursuant to a guarantee and indemnity agreement (the “Guarantee and Indemnity Agreement”) entered into commensurately with the Revolving Facility Agreement between the Original Guarantors that are not incorporated or formed under the laws of Italy (“Non-Italian Guarantors”), Borrower and Lender, the Non-Italian Guarantors agreed to guarantee to Lender each Original Guarantor’s performance under the Revolving Facility, including payment of any amounts due and payable by an Original Guarantor to Lender, so that Lender has immediate recourse against any Original Guarantor in the event another Original Guarantor does not pay any amount when due under or in connection with the Revolving Facility Agreement. In addition, upon the request of Borrower, certain additional subsidiaries of Borrower shall become additional guarantors under the Guarantee and Indemnity Agreement.

YNAP, Borrower and Lender have also entered into an Italian law governed guarantee and indemnity agreement (“Italian Guarantee and Indemnity Agreement”), pursuant to which YNAP agreed to guarantee to Lender each Original Guarantor’s performance under the Revolving Facility, on substantially the same terms as the Guarantee and Indemnity Agreement.

The Guarantee and Indemnity Agreement and the Italian Guarantee and Indemnity Agreement are attached as Exhibits 10.2 and 10.3, respectively, and incorporated herein by reference. The foregoing description of the Guarantee and Indemnity Agreement and the Italian Guarantee and Indemnity Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Relationship Agreement

Pursuant to the Share Purchase Agreement, at Closing, Mytheresa entered into a relationship agreement (the “Relationship Agreement”) with Richemont Italia.

In accordance with the Relationship Agreement and Mytheresa’s Articles of Association, the members of the Supervisory Board of Mytheresa (“Supervisory Board”) shall consist of at least three members and shall be appointed, suspended, and dismissed in accordance with the Articles of Association, the Rules of Procedure of the Supervisory Board as set forth in the Relationship Agreement, and applicable law. The Relationship Agreement further provides that Richemont Italia has the right (but not the obligation) to nominate one individual to serve as a member of the Supervisory Board for appointment by the general meeting of shareholders of Mytheresa, and one individual to attend and participate in meetings of the Supervisory Board or any committee thereof as a non-voting observer. Richemont Italia nominated Burkhart Grund to serve as member of the Supervisory Board, which the shareholders of Mytheresa approved on March 6, 2025 at Mytheresa’s extraordinary general meeting of shareholders and which became effective upon Closing.

The Relationship Agreement is attached as Exhibit 10.4 and incorporated herein by reference. The foregoing description of the Relationship Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Richemont Italia Registration Rights Agreement

Pursuant to the Share Purchase Agreement, at Closing, Mytheresa and Richemont Italia entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which Mytheresa is required to file, as promptly as practicable, but no later than 60 days after the written request of Richemont Italia, a registration statement on the appropriate form providing for the registration for resale under the U.S. Securities Act of 1933, as amended (the “Securities Act”) of any common equity interests (including American Depositary Shares) Richemont Italia holds in Mytheresa, subject to certain conditions set forth therein.

The Registration Rights Agreement is attached as Exhibit 10.5 hereto and is incorporated herein by reference. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Lock-Up Agreement

Pursuant to the Share Purchase Agreement, at Closing, Richemont Italia entered into a lock-up and leak-out agreement (the “Lock-Up Agreement”) whereby Richemont Italia agreed not to sell, transfer, pledge, or otherwise dispose of, any Ordinary Shares (including any ADSs issued in respect thereof) beneficially owned or held by it, which represents an aggregate 49,741,342 Ordinary Shares at Closing, for a period of one year following the Closing (the “Restriction Period”) without the prior written consent of Mytheresa, subject to certain exceptions set forth therein.

For the one-year period following the Restriction Period (the “Leak-Out Period”), Richemont Italia may effect open market sales only in an aggregate daily amount of Ordinary Shares (including any ADSs issued in respect thereof) not to exceed 15% of the average daily volume on the trading day on which the sale occurs, subject to certain exceptions set forth therein, including the exception that Richemont Italia may effectuate sales without such daily volume restriction pursuant to an underwritten public offering made pursuant to the Registration Rights Agreement conducted during the Leak-Out Period.

The Lock-Up Agreement is attached as Exhibit 10.6 hereto and is incorporated herein by reference. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

MYT Amended and Restated Registration Rights Agreement

In connection with signing the Share Purchase Agreement, Mytheresa entered into an amended and restated registration rights agreement (the “A&R MYT Registration Rights Agreement”) with its shareholder, MYT Holding LLC (“MYT Holding”), pursuant to which Mytheresa is required to file, as promptly as reasonably practicable, but no later than 180 days after the written request of MYT Holding, a registration statement on the appropriate form providing for the registration for resale under the U.S. Securities Act of 1933, as amended (the “Securities Act”) of any common equity interests (including American Depositary Shares) MYT Holding holds in Mytheresa, subject to certain conditions set forth therein.

The A&R MYT Registration Rights Agreement is attached as Exhibit 10.7 hereto and is incorporated herein by reference. The foregoing description of the A&R MYT Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact or relating to present facts or current conditions included in this report are forward- looking statements. Forward-looking statements give Mytheresa’s current expectations and projections relating to the proposed transaction and the operation of the combined companies; its financial condition, results of operations, plans, objectives, future performance and business, including statements relating to financing activities, future sales, expenses, and profitability; future development and expected growth of our business and industry; our ability to execute our business model and our business strategy; having available sufficient cash and borrowing capacity to meet working capital, debt service and capital expenditure requirements for the next twelve months; and projected capital spending. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. The forward-looking statements contained in this report are based on assumptions that Mytheresa has made in light of its industry experience and perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. As you read and consider this report, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond Mytheresa’s control) and assumptions. Although Mytheresa believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual operating and financial performance and cause its performance to differ materially from the performance anticipated in the forward-looking statements. Mytheresa believes these factors include, but are not limited to: the risk that the transaction could have an adverse effect on the ability of YNAP to retain customers and retain and hire key personnel and maintain relationships with their brand partners and customers and on their operating results and businesses generally; the risk that problems may arise in successfully integrating the businesses of YNAP and Mytheresa, which may result in the combined company not operating as effectively and efficiently as expected; the risk that the combined company may be unable to achieve cost-cutting synergies or that it may take longer than expected to achieve those synergies; Mytheresa’s ability to effectively compete in a highly competitive industry; Mytheresa’s ability to respond to consumer demands, spending and tastes; general economic conditions, including economic conditions resulting from deteriorating geopolitical and macroeconomic conditions, such as the recent global trade war that escalated after the U.S. imposed tariffs on countries across the globe, and the adoption of retaliatory tariffs by those countries, that may adversely impact consumer demand; Mytheresa’s ability to acquire new customers and retain existing customers; consumers of luxury products may not choose to shop online in sufficient numbers; the volatility and difficulty in predicting the luxury fashion industry; Mytheresa’s reliance on consumer discretionary spending; and Mytheresa’s ability to maintain average order levels and other factors. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, Mytheresa’s actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements.

Mytheresa undertakes no obligation to update any forward-looking statements made in this report to reflect events or circumstances after the date of this report or to reflect new information or the occurrence of unanticipated events, except as required by law.

The achievement or success of the matters covered by such forward-looking statements involves known and unknown risks, uncertainties and assumptions. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, Mytheresa’s results could differ materially from the results expressed or implied by the forward-looking statements it makes.

You should not rely upon forward-looking statements as predictions of future events. Forward-looking statements represent Mytheresa’s management’s beliefs and assumptions only as of the date such statements are made.

Further information on these and other factors that could affect Mytheresa’s financial results is included in filings it makes with the U.S. Securities and Exchange Commission (“SEC”) from time to time, including the section titled “Risk Factors” in its annual report on Form 20-F and on Form 6-K (reporting its quarterly results). These documents are available on the SEC’s website at www.sec.gov and on the SEC Filings section of the Investor Relations section of our website at: https://investors.mytheresa.com.

The information in this Form 6-K, including the Exhibits set forth in the table below, is furnished and is not deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the SEC shall not incorporate this information by reference, except as otherwise expressly stated elsewhere in this Form 6-K or in such filing.

Exhibit No.	Description

2.1†‡	Share Purchase Agreement dated October 7, 2024, by and among Mytheresa, Richemont Italia and Richemont
3.1	Amended and Restated Rules of Procedure for the Board of Managing Directors of Mytheresa
3.2	Amended and Restated Rules of Procedure for the Supervisory Board of Mytheresa
10.1†‡	Revolving Facility Agreement dated April 23, 2025, between the Borrower, Lender and the Original Guarantors
10.2†‡	Guarantee and Indemnity Agreement dated April 23, 2025, between the Borrower, Lender and the non-Italian Original Guarantors
10.3†	Guarantee and Indemnity Agreement dated April 23, 2025, between the Borrower, Lender and YNAP
10.4†‡	Relationship Agreement dated April 23, 2025, between Richemont Italia and Mytheresa
10.5‡	Registration Rights Agreement dated April 23, 2025, between Richemont Italia and Mytheresa
10.6‡	Lock-Up Agreement dated April 23, 2025, between Richemont Italia and Mytheresa
10.7‡	Amended and Restated Registration Rights Agreement dated October 7, 2024, between MYT Holding and Mytheresa
10.8	Voting Agreement dated October 7, 2024, between MYT Holding and Mytheresa
99.1	Press Release dated April 24, 2025

† Certain confidential portions of this Exhibit were omitted by means of marking such portions with bracketed asterisks (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type of information that the registrant treats as private or confidential. Certain schedules and exhibits to this Exhibit have also been omitted on the grounds that they do not contain any material information.

‡ Certain personal information which would constitute an unwarranted invasion of personal privacy has been redacted from this Exhibit.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MYT Netherlands Parent B.V.

By:	/s/ Martin Beer
Name:	Dr. Martin Beer
Title:	Chief Financial Officer

Date: April 24, 2025

EX-2.1 2 tm2512474d1_ex2-1.htm EXHIBIT 2.1

Exhibit 2.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY “[***]”.

DATED 7 OCTOBER 2024

RICHEMONT ITALIA HOLDING S.P.A

and

MYT NETHERLANDS PARENT B.V.

and

COMPAGNIE FINANCIÈRE RICHEMONT S.A.

SHARE PURCHASE AGREEMENT

relating to the sale and purchase of

shares in YOOX Net-a-Porter Group S.p.A.

Slaughter and May

One Bunhill Row

London EC1Y 8YY

(RAI/OXH/KAXB)

CONTENTS PAGE

1.	Interpretation	2

2.	Sale and Purchase	28

3.	Conditions	28

4.	Conduct of Business before Completion and Pre-Completion Obligations	34

5.	Consideration	41

6.	Completion	43

7.	Completion and Post-Completion Arrangements	43

8.	Seller’s Warranties and Undertakings	48

9.	Purchaser’s Remedies and Limitations on Liability	49

10.	Purchaser’s Warranties and Undertakings	49

11.	Seller’s Remedies and Limitations on Liability – Purchaser Warranties	54

12.	Special Indemnities	55

13.	OFS Wind Down	55

14.	Effect of Completion	56

15.	Restrictive Covenants	56

16.	Remedies and Waivers	57

17.	Assignment and Substitution	57

18.	Further Assurance	58

19.	Entire Agreement	58

20.	Notices	59

21.	Announcements and Confidentiality	60

22.	Costs and Expenses and Stamp Taxes	62

23.	Invalidity	62

24.	Choice of Governing Law	63

25.	Arbitration	63

26.	Language	64

Schedule 1 (Completion arrangements)		65

	Part A (The Seller’s obligations)	65

	Part B (Purchaser’s obligations)	67

	Part C (General)	69

Schedule 2 (Regulatory Conditions)		70

Schedule 3 (Warranties)		72

Schedule 4		96

Schedule 5 (Conversion rate adjustment)		105

Schedule 6 (Conduct of business before Completion)		111

	Part A (Restricted matters)	111

	Part B (Permitted matters)	114

Schedule 7 (Material Properties)		116

	Part A (Material Offices)	116

	Part B (Warehouses)	116

Schedule 8 (Financial Statement)		118

Schedule 9 (OTB)		121

Schedule 10 (Contracts)		125

Schedule 11 (Financial Indebtedness)		126

Schedule 12 (Consideration Shares Calculation)		127

Attachment 1 (Basic information about the Company)		130

AGREED FORM DOCUMENTS

Relationship Agreement

Registration Rights Agreement

Transitional Services Agreement

Lock-up Agreement

Resignation Undertaking

Resignation Letter

Notarial Deed of Issue

Loan Agreement TS

iii

THIS AGREEMENT is made the 7th day of October 2024

PARTIES:

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

- on one side -

AND

MYT NETHERLANDS PARENT B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated in the Netherlands with registered number 74988441 and whose registered office is at Einsteinring 9, 85609 Aschheim/Munich, Germany, whose Mytheresa ADSs (as defined below) are listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “MYTE” (the “Purchaser”);

- on the other side -

and, for the sole purposes of Clauses from 7.19 to 7.22

3.	COMPAGNIE FINANCIÈRE RICHEMONT S.A., a company registered in Switzerland having its registered office at 50, chemin de la Chênaie, CP30, 1293 Bellevue, Geneva, Switzerland (the “Guarantor”).

BACKGROUND:

(A)

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

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

(C)

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

(D)	In light of the foregoing, the Seller has agreed to sell and the Purchaser has agreed to purchase and pay for the Shares, in each case on the terms and subject to the conditions of this Agreement.

IT IS AGREED as follows:

1.            Interpretation

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

	“2019 RSU”	means the Richemont 2019 RSU and PSU Plan with document reference 3.2.5.7.10 in the Data Room, details of which are summarized in the document with document reference 3.2.5.14.5 in the Data Room under the section “Richemont Long-term Incentive Plans”;

	“2019 SOP”	means the Richemont 2019 Stock Option Plan with document reference 3.2.5.7.11 in the Data Room, details of which are summarized in the document with document reference 3.2.5.14.5 in the Data Room under the section “Richemont Long-term Incentive Plans”;

	“2021 RSU”	means the Richemont 2021 RSU and PSU Plan with document reference 3.2.5.7.12 in the Data Room, details of which are summarized in the document with document reference 3.2.5.14.5 in the Data Room under the section “Richemont Long-term Incentive Plans”;

	“2022 RSU”	means the Richemont 2022 RSU and PSU Plan with document reference 3.2.5.7.13 in the Data Room, details of which are summarized in the document with document reference 3.2.5.14.5 in the Data Room under the section “Richemont Long-term Incentive Plans”;

	“56 Expert”	means such individual as jointly selected by the parties who satisfies the requirements of “esperto indipendente” pursuant to article 2, lett. o) of the Italian Crisis and Insolvency Code;

	“56 Opinion”	means the “attestazione” of the Business Plan to be issued by the 56 Expert pursuant to article 56 of the Italian Crisis and Insolvency Code;

	“56 Opinion Condition”	has the meaning given in Clause 3.1(C);

	“60 Day VWAP”	means the VWAP for the sixty (60) Trading Day period ending three (3) Trading Days prior to Completion (or the last day on which Mytheresa ADSs are listed on the NYSE, if not so listed at Completion) subject, in the event of a Conversion Rate Adjustment occurring in such period, to paragraph (I) of Schedule 5 (Conversion rate adjustment);

	“Accounting Principles”	means the International Financial Reporting Standards, including the International Accounting Standards, issued by the IASB and the Interpretations, issued by the International Financial Reporting Interpretation Committee (“IFRS”) or the accounting principles and practices generally accepted in the relevant country in respect of any Group Company, as in effect at the relevant time or for the relevant period, as applied by each Group Company in the preparation of the Statutory Accounts, as applicable, as at 31 March 2023 and 31 March 2024;

	“Actual Tax Consolidation Receivable”	has the meaning given in Clause 7.13(B);

	“Affiliate”	means, in relation to a person, any company which Controls, which is Controlled by or which is under common Control with, that person, provided that, in the case of the Seller, ‘Affiliate’ shall exclude Compagnie Financière Rupert SA and any person that Controls Compagnie Financière Rupert SA and, in the case of the Purchaser, shall exclude MYT Holding LLC and any person that Controls MYT Holding LLC;

	“Anti-Corruption and Anti-Money Laundering Laws”	means (a) any applicable Law relating to bribery or corruption (governmental or commercial), including applicable Laws that prohibit the corrupt payment, offer, promise, or authorisation of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any foreign Government Official, foreign government employee, person or commercial entity, to obtain a business advantage, or the offer, promise, or gift of, or the request for, agreement to receive or receipt of a financial or other advantage to induce or reward the improper performance of a relevant function or activity; such as (i) the US Foreign Corrupt Practices Act 1977 (as amended from time to time); (ii) the UK Bribery Act 2010; (iii) the Italian Legislative Decree no. 231 dated 8 June 2001; (iv) any applicable Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions signed in Paris on 17 December 1997, which entered into force on 15 February 1999, and the Convention’s Commentaries; (v) any activity prohibited by any resolution of the U.N. Security Council under Chapter VII of the U.N. Charter or the Organization for Economic Cooperation and Development’s Good Practice Guidance on Internal Controls, Ethics, and Compliance; and (vi) any applicable anti-money laundering Laws (including the Italian Legislative Decree no. 231 dated 21 November 2007 and the Italian Legislative Decree no. 231 dated 8 June 2001);

	“Business Day”	means a day (other than a Saturday or a Sunday) on which banks are open for general business in London, Geneva, Luxembourg, Amsterdam, Milan and New York;

	“Business Plan”	means the business plan shared via email from J.P.Morgan ([*] to Goldman Sachs ([*]) on 2 October 2024 at 10:16 am (CET);

	“Cash”	means the proforma consolidated cash, bank deposits or cash equivalents owned by any member of the Group (excluding Feng Mao) including, without limitation, cash at bank and in hand and shares, bonds, treasury bills and other such securities and interest accrued on each of the foregoing, and including the Tax Consolidation Receivable to the extent Completion occurs after 31 March 2025 and before settlement of the Tax Consolidation Receivable (each presented in terms of absolute values), but excluding (1) any amount due to one member of the Group from another member of the Group, (2) any Inter-Company Receivable (other than the Tax Consolidation Receivable to the extent Completion occurs after 31 March 2025 and before settlement of the Tax Consolidation Receivable), (3) any cash in the Group’s dedicated account(s) owed to: (i) marketplace sellers, collected by any Group Company from marketplace sales on YOOX; and (ii) brands selling on an undisclosed agency model basis, collected by any Group Company from sales on YNAP Luxury, in each case, for the avoidance of doubt, not including the Group’s commission from such sales, (4) any cash from “Moneyoox” or similar return mechanisms to the extent forming part of cash or bank balances under this definition, and (5) security deposits required by payment providers to the extent forming part of cash or bank balances under this definition;

	“CMA”	means the United Kingdom Competition and Markets Authority;

	“CMA Condition”	has the meaning given in Paragraph 1(B) of Schedule 2 (Regulatory Conditions);

	“Code” or “Italian Civil Code”	means the Italian civil code, as approved by the Royal Decree, dated 16 March 1942, no. 262, as subsequently amended and supplemented;

	“Company” or “YNAP”	means YOOX Net-a-Porter Group S.p.A., basic information concerning which is set out in Attachment 1 (Basic information about the Company);

	[***]	[***]

	“Completion”	means completion of the sale and purchase of the Shares under this Agreement and, more generally, the execution and exchange of all documents and the performance and consummation of all obligations and transactions respectively required to be executed,exchanged, performed and consummated by the Purchaser and the Seller on the Completion Date pursuant to Clause 6;

	“Completion Date”	means the fifth (5th) Business Day following the date on which the last in time of the Conditions shall have been satisfied or waived in accordance with this Agreement, or such other date as the Purchaser and Seller may agree in writing or as is required by Clause 3.20;

	“Conditions”	has the meaning given in Clause 3.1;

	“Confidentiality Agreement”	means the confidentiality agreement between the Purchaser and Richemont International S.A. dated 19 March 2024, pursuant to which the Seller made available to the Purchaser certain confidential information relating to the Group;

	“Consideration Shares”	means the number of Mytheresa Shares to be issued to the Seller in accordance with Clause 5.2;

	“Consideration Shares Information”	has the meaning given in Clause 5.5(A);

	“Consideration Shares Information Warranty”	has the meaning given in Clause 10.1(P);

	“Consideration Shares Value”	means the total value of the Consideration Shares, calculated as follows: (i) the total number of Consideration Shares; MULTIPLIED BY (ii) the 60 Day VWAP;

	“Control”	has the meaning provided by Article 2359, first and second paragraphs of the Code or, in any case, means the direct or indirect capacity of a person to appoint the majority of the directors of such person; the terms “Controlled”, “Controlling” and similar shall have a meaning consistent with that of Control except where the context requires otherwise;

	“Conversion Rate”	has the meaning given in Clause 5.2;

	“Conversion Rate Adjustment”	has the meaning given in Clause 5.2;

	“Da Vinci Buyout SPA”	means the share purchase agreement between Alibaba.com (Europe) Limited, as seller, and NAPG, as purchaser, dated 15 July 2024 and pursuant to which NAPG became the sole shareholder of Da Vinci Holdings Limited;

	“Data Room”	means the electronic data room entitled “Ribbon” hosted by DFinSolutions as at 11.59 p.m. on 5 October 2024, a copy of the contents (the index of the contents of the Data Room being in agreed form) of which can be found in the encrypted and non-changeable USB drive delivered on or as soon as possible following the date of this Agreement to the Purchaser or its advisers;

	“Dutch Notary”	means any civil law notary of Baker & McKenzie Amsterdam N.V. or such civil law notary’s substitute;

	“Depositary”	means the Bank of New York Mellon;

	“Dilutive Security”	has the meaning given to it in limb (B) of the definition of Fully Diluted Mytheresa Share Capital;

	“Disclosure Letter”	means the letter of the same date as this Agreement written by the Seller to the Purchaser for the purposes of Clause 9.1;

	“Dispute”	has the meaning given in Clause 25.1;

	“Dispute Notice”	has the meaning given in Clause 7.8;

	“Disputed Items”	has the meaning given in Clause 7.9;

	“Draft Financial Statement”	has the meaning given in Clause 7.4;

	“Employee”	means an employee of any member of the Group;

	“Encumbrance”	means any in rem right (diritto reale), in rem security (diritto reale di garanzia) or diritto reale di godimento, including, without limitation, any pledge (pegno), mortgage (ipoteca), privilege (privilegio), charge, public or private easement, usufruct (usufrutto), attachment (pignoramento), seizure (sequestro), in rem burden (onere reale), private or public lien, option rights, pre-emption right, right of first refusal, prejudicial registration, eviction proceeding or expropriation procedure, restriction on title (other than imposed by Law or regulation (including real property users’ or owners’ regulation)) or escrow arrangement (but in all cases shall not include a licence of Intellectual Property Rights);

	“Estimated Tax Consolidation Receivable”	has the meaning given in Clause 7.3(A);

	“Exchange Act”	has the meaning given in Clause 10.1(L);

	“Exchange Rate”	means, with respect to a particular currency, the London 4:00 p.m. Closing Spot Rate of exchange for that currency into euro as published by Reuters or, where no such rate is published in respect of that currency for the relevant date by Reuters, at the fixing rate quoted by the European Central Bank around 4:00 p.m. on that date;

	“Expert”	has the meaning given in Clause 7.10;

	“Factoring Supplier List”	means the existing suppliers of the reverse factoring programme as set out in the document at document reference 7.1.2.308 in the Data Room;

	“Fairly Disclosed”	means fairly disclosed: (a)      to the Purchaser with sufficient detail so as to allow the Purchaser; or (b)      to the Seller with sufficient detail so as to allow the Seller, to make a reasonably informed assessment of the nature and scope of the matters so disclosed;

	“Feng Mao”	means Da Vinci Holdings Limited and its wholly owned subsidiary Feng Mao Trading (Shanghai) Company Ltd;

	“Feng Mao Wind Down”	means the wind down plan in respect of Feng Mao with document reference 4.1.2.1 and 4.2.1.1 in the Data Room (such document, the “Feng Mao Wind Down Reference Document”);

	“Feng Mao Retention Plan”	has the meaning given to the ‘Feng Mao Plan’ in the document with reference 3.2.5.14.1 in the Data Room;

	“Filing”	means any notification, application or filing that is required to be or is customarily made to any Governmental Entity in connection with the Regulatory Conditions, including the completion of all no objection applications and delivery of any undertakings, documents and information in the form customarily required by such Governmental Entity and, where the payment of a filing fee is necessary for the notification, application, or filing to be effective, the payment of any such filing fee;

	“Financing Documents”	has the meaning given in Clause 4.20;

	“Final Financial Statement”	means the final Financial Statement as agreed pursuant to Clause 7.10 or determined pursuant to Clause 7.11(C);

	“Financial Indebtedness”	means the proforma consolidated financial indebtedness of the Group (excluding Feng Mao) in respect of (each presented as an absolute value): (a)   money borrowed, or other financing liabilities or obligations, including overdrafts, interests accrued and other liabilities in the nature of borrowed money at banks or other financial institutions and any liabilities due to credit card institutions e.g. the American Express Card B2B Payment facility; or member of the Retained Group (including, for the avoidance of doubt, any intercompany loan), but excluding liabilities towards factoring institutions; (b)   any dividends declared but not paid by the Company; (c)  any amounts payable, but not yet paid, by the Company in connection with any management or employee bonus plan (including social security and taxes thereon) which were granted or are payable in connection with the sale of the Shares to the Purchaser (including, for the avoidance of doubt, the Ribbon Retention Plan); (d)   any professional costs, fees, commissions and expenses related to the negotiation, preparation and execution of this Agreement and/or triggered by the execution or consummation of this Agreement including M&A fees, advisory fees and legal fees;

(e)  (i) all payables (but excluding (a) those under supply chain financing/reverse factoring agreements; (b) any payables towards the Group Companies (e.g. intercompany payables, which are offset at Group consolidated level; and (c) any items covered by the Specific Indemnities) overdue by over 15 (fifteen) days and (ii) if the aggregate amount of all such payables overdue (but overdue by 15 (fifteen) days or less) is in excess of EUR 20,000,000, then any such amount that is in excess of EUR 20,000,000, provided that in each case, it being understood that such balances shall be reduced by the corresponding credit notes of the relevant payee to the extent such credit notes are undisputed and recoverable;

(f)   liabilities and provisions for severance obligations, including but not limited to provisions for TFR (trattamento di fine rapporto) and YNAP Middle East General Trading LLC end of service benefit payment, and initiated by the Seller prior to Completion;

(g)   liabilities relating to any Long Term Benefit Plans (including social security and tax thereon) that will become payable upon, or as a result of Completion, and thus for the sake of clarity excluding the OFS retention plan and the tech cash plan;

(h)  an amount corresponding to the delta of actual trade payables under supply chain financing/reverse factoring agreements as of Completion compared to the amount of these trade payables under supply chain financing/reverse factoring agreements recalculated assuming DPO of forty-five (45) days. For the sake of clarity, such an amount shall be determined invoice by invoice for each supplier, on an individual basis, by adding to each invoice date forty-five (45) days in order to recalculate the estimated due date for each invoice. Please refer to the calculation attached in Schedule 11 (Financial Indebtedness), for illustrative purposes only; and

(i)    to the extent the counterparty requires cash collateralisation thereof by or upon Completion to replace the relevant third-party guarantees, the amount of collateral required up to: (A) EUR 356,526.50 in respect of BNL (being that guarantee set out in line 10 of Part B of the document with the document reference 7.1.2.247 in the Data Room); and (B) up to EUR 1,549,592.57 in respect to UniCredit (being that guarantee set out in lines 11 to 13 of Part B of the document with the document reference 7.1.2.247 in the Data Room) (and if no cash collateralisation is required, the amount shall be zero);

		in each case, as set out in the Financial Statement and excluding, for the avoidance of doubt, trade credit incurred from suppliers (including, without limitation, any members of the Retained Group) in the ordinary course of trading and IFRS 16 liabilities of the Group;

	“Financial Statement”	means a financial statement prepared and agreed or determined in accordance with Clause 7 (Completion and Post-Completion Arrangements), Schedule 8 (Financial Statement) and the definitions of: (a) Cash; and (b) Financial Indebtedness;

	“Forfeited Dilutive Instruments”	means any vested and unvested phantom shares, options, restricted stock units, conversion rights or any other similar instruments or securities convertible into any equity interest in respect of shares in the capital of the Purchaser that, pursuant to the terms of the relevant employee’s termination of employment, the employee is permanently unable to, and the Purchaser does not permit such employee to, exercise such instruments or securities;

	“Fully Diluted Mytheresa Share Capital”	means the aggregate of: (a)   the number of issued and outstanding Mytheresa Shares immediately following Completion (including, for the avoidance of doubt, the Consideration Shares to be issued pursuant to Clause 5 (Consideration)); and (b)   such number of Mytheresa Shares issuable pursuant to the exercise or vesting of all vested and unvested shares, share options, share awards, restricted stock units, performance stock units, conversion rights or any other similar instruments or securities in or convertible into any equity interest in the Purchaser, or phantom shares calculated by reference to Mytheresa shares, (each a “Dilutive Security”), in each case, as at Completion as calculated in accordance with the provisions set out in Schedule 12 (Consideration Shares Calculation);

	“Fundamental Purchaser Warranties”	means the Purchaser Warranties set out in Clause 10.1 and “Fundamental Purchaser Warranty” shall be construed accordingly;

	“Fundamental Warranties”	means the warranties set out in paragraphs 1, 2 and 6 of Schedule 3 (Warranties) and “Fundamental Warranty” shall be construed accordingly;

	“Government Official”	means: (a)   any full or part-time official, officer, employee, or representative of, or any person acting in an official capacity or exercising a public function for or on behalf of, any Governmental Entity, whether elected or appointed; (b)   any political party, party official or political officer; or (c)   any company, business, enterprise, or other entity owned, in whole or in part or controlled by any person described in the foregoing sub-paragraphs (a) or (b) (excluding a sovereign wealth fund);

	“Governmental Entity”	means any supra-national, national, federal, state, county, regional, municipal, local, or foreign governmental or administrative authority, tribunal, commission or any entity or body (including securities exchange) exercising executive, legislative, judicial, regulatory, taxing, or administrative functions of or pertaining to government or any subdivision, department, agency or branch of any of the foregoing;

	“Group”	means the Company and each of its Subsidiaries from time to time (including any new holding company) and “member of the Group” and “Group Company” shall be construed accordingly;

	“Guaranteed Obligation”	has the meaning given in Clause 7.19;

	“IASB”	means the International Accounting Standards Board;

	“ICC”	has the meaning given in Clause 25.1;

	“Indemnified Group”	means (A) in case of any claim for a Purchaser Indemnification Obligation, the Retained Group; and (B) in case of any claim for a Seller Indemnification Obligation, the Purchaser Group;

	“Indemnified Party”	means (A) in case of any claim for a Purchaser Indemnification Obligation, the Seller; and (B) in case of any claim for a Seller Indemnification Obligation, the Purchaser;

	“Indemnifying Party”	means (A) in case of any claim for a Purchaser Indemnification Obligation, the Purchaser; and (B) in case of any claim for a Seller Indemnification Obligation, the Seller;

	“Indemnification Obligation”	means a Seller Indemnification Obligation or a Purchaser Indemnification Obligation (as applicable) and “Indemnification Obligations” shall be construed accordingly;

	“Insolvency Event”	means, with respect to a person or entity, where: (a)    it is unable to pay any of its debts as they fall due or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (“IA 1986”) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986; (b)   it commences negotiations with all or any creditor with a view to rescheduling any of its debts, or makes a proposal for or enters into any composition, compromise, assignment or arrangement with any of its creditors, in circumstances of actual or anticipated financial distress; (c)   a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the insolvent winding up of such person and such procedure(s) or step(s) are not discontinued, terminated or discharged within sixty (60) Business Days; (d)   any corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (including by way of a voluntary arrangement, scheme of arrangement, restructuring plan or otherwise) other than a solvent liquidation or reorganisation and such procedure(s) or step(s) are not discontinued, terminated or discharged within sixty (60) Business Days;

		(e)   any corporate action, legal proceedings or other procedure or step is taken in relation to the appointment of a liquidator (other than in respect of a solvent liquidation), receiver, administrative receiver, administrator, compulsory manager, monitor, nominee, supervisor or other similar officer in respect of such persons or any of its assets and such procedure(s) or step(s) are not discontinued, terminated or discharged within sixty (60) Business Days; (f)   an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over such person and such procedure(s) or step(s) are not discontinued, terminated or discharged within sixty (60) Business Days; or (g)  any event occurs, or proceeding is taken, with respect to such person in its jurisdiction of residence or incorporation, as the case may be, that has an effect equivalent or similar to any of the events mentioned in paragraphs (a) to (f) above and subject to the same or equivalent conditions;

	“Inter-Company Payables”	means the amounts owing, including in respect of interest accrued on all such amounts from members of the Group to members of the Retained Group (including, without limitation, any distribution declared by any member of the Group in favour of or payable to any member of the Retained Group and any amounts owed in connection with tax consolidation arrangements), excluding Ordinary Trading Items;

	“Inter-Company Receivables”	means the amounts owing, including in respect of interest accrued on all such amounts from members of the Retained Group to members of the Group (including, without limitation, any amounts owed in connection with tax consolidation arrangements), excluding Ordinary Trading Items;

	“Italian Crisis and Insolvency Code”	means Legislative Decree no. 14 of 12 January 2019, as amended from time to time;

	“KFTC”	means the Korea Fair Trade Commission;

	“Law”	means all applicable legislation, statutes, directives, regulations, rules, judgments, decisions, decrees, orders, instruments, notices, ordinances and other legislative measures or decisions having the force of law, treaties, rule of common law, conventions and other agreements between states, or between states and the European Union or other supranational bodies, binding court orders, judgments and decrees, any applicable rule or order that is set out by a Governmental Entity that is binding on a party, and all civil or other codes and all other laws of, or having effect in, any jurisdiction from time to time;

	“Listing Condition”	has the meaning given in Clause 3.1(A);

	“Loan Agreement TS”	means the loan agreement term-sheet in the agreed form, with Richemont International Holding S.A. (as lender) and NAPG (as borrower);

	“Lock-Up Agreement”	means the lock-up agreement in the agreed form to be entered into between the Seller and the Purchaser at Completion;

	“Long Stop Date”	means the date falling twelve (12) months following the date of this Agreement or as otherwise extended pursuant to Clauses 3.13 or 3.20;

	“Long Term Benefit Plans”	means the 2019 RSU, the 2019 SOP, the 2021 RSU and the 2022 RSU;

	“Loss”	means any loss pursuant to, and in accordance with, Article 1223 of the Code (excluding, save in the context of the “Tax Waiver Amount” defined in Schedule 1 (Indemnities) of the Disclosure Letter, the loss of any Tax asset (whether by utilisation, set-off or otherwise));

	“Market Disruption Event”	means with respect to any date, the occurrence or existence, during the one-half hour period ending at the scheduled close of trading on such date on the principal U.S. national or regional securities exchange or other market on which the Mytheresa ADSs are listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Mytheresa ADSs or in any options contracts or futures contracts relating to the Mytheresa ADSs;

	“Material Group Company”	means the Company, NAPG, YOOX Asia Ltd and YNAP Corporation;

	“Material Office”	means those offices listed in Part A of Schedule 7 (Material Properties);

	“MYTE Data Room”	means the electronic data room entitled “Mytheresa” hosted by Datasite as at 12.38 p.m.(CET) on 1 October 2024, a copy of the contents (the index of the contents of the MYTE Data Room being in agreed form) of which can be found in the encrypted and non-changeable USB drive delivered on or as soon as possible following the date of this Agreement to the Seller or its advisers;

	“Mytheresa ADSs”	means American Depositary Shares in respect of the Purchaser, each representing one Mytheresa Share;

	“Mytheresa Group Interim Accounts”	has the meaning given in Clause 10.2(C);

	“Mytheresa Reports and Accounts”	has the meaning given in Clause 10.2(B);

	“Mytheresa Shares”	means the ordinary shares of EUR 0.000015 nominal value each in the share capital of the Purchaser or such successor class of shares of the Purchaser (or any holding company or successor entity thereof);

	“mytheresa.com GmbH”	means mytheresa.com GmbH, a company incorporated in Germany with registered office in Einsteinring 9, 85609 Aschheim/Munich, Germany, registration number HRB 135658;

	“MYT Holding”	means MYT Holding, LLC, a Delaware limited liability company, and the majority shareholder of the Purchaser;

	“MYT Regulatory Conditions”	shall have the meaning set out in Schedule 2 (Regulatory Conditions) and “MYT Regulatory Condition” shall be construed accordingly;

	“NAP Asia”	means The Net-A-Porter Asia Pacific Limited, a private limited company incorporated under the laws of Hong Kong, registered under no. 58609046, having its registered office at Room 2313-19, Jardine House 1 Connaught Place Central Hong Kong;

	“NAPG”	means The Net-A-Porter Group Limited, a private limited company incorporated under the laws of England and Wales, registered under no. 03820604, having its registered office at 1 The Village Offices, Westfield London, Ariel Way, London, W12 7GF, United Kingdom;

	“Net Financial Position”	means Cash LESS Financial Indebtedness;

	“Non-notifying Party”	means (i) the Seller with respect to all filings, notifications or submissions in relation to the YNAP Regulatory Conditions, and (ii) the Purchaser with respect to filings, notifications or submissions in relation to the MYT Regulatory Conditions;

	“Notarial Deed of Issue”	means the notarial deed of issuance of shares to be executed by the Dutch Notary, pursuant to which the Purchaser shall issue the Consideration Shares to the Seller at Completion;

	“Notice of Claim”	has the meaning given in paragraph 2.3 of Schedule 4 (Limitations on liability);

	“Notifying Party”	means (i) the Purchaser, with respect to all filings, notifications or submissions in relation to the YNAP Regulatory Conditions, and (ii) the Seller, with respect to filings, notifications or submissions in relation to the MYT Regulatory Conditions;

	“OFS Activities”	means the OFS Services and, to the extent in full force and effect from time to time, the OFS Agreements;

	“OFS Agreements”	means: (i) the OFS RIC Agreements; and (ii) the third party agreements summarised in document reference 3.2.3.3.6.6 in the Data Room, in each case with any amendments or related agreements thereto entered into for the purpose of transition and decommissioning of OFS Services;

	“OFS RIC Agreements”	means the agreements as provided in the folders with references 3.2.3.3.6.1 to 3.2.3.3.6.5 in the Data Room;

	“OFS Services”	means the provision by the Company (or a member of the Group) of B2B services to certain luxury brands to set-up and power their own e-commerce destinations, including online and mobile store development, including, in each case, all related and supporting activities thereto;

	“OFS Termination Agreements”	means the agreements as provided in the folders with reference 3.2.3.3.6.6 in the Data Room;

	“OFS Wind Down”	means the wind down plan in respect of the OFS Services with document reference 4.2.2.2 in the Data Room;

	“Ordinary Trading Items”	means trade indebtedness and trade receivables in the ordinary course of business (including, without limitation, usual management charges and other administrative charges, forward foreign exchange contracts and amounts outstanding in respect of health insurance, insurance recharges, pension or group VAT arrangements, purchases / sales in the ordinary course of business) between on the one hand, members of the Group and, on the other hand, members of the Retained Group including any amounts owing under the OFS RIC Agreements and RIC Multibrand Agreements;

	“Parent Company Guarantee”	has the meaning given in Clause 7.19;

	“Postponed Long Stop Date”	means the Long Stop Date as postponed in accordance with Clauses 3.13 or 3.20;

	“Provisional Financial Statement”	has the meaning given in Clause 7.3(A);

	“Purchaser Disclosure Letter”	means the letter of the same date as this Agreement written by the Purchaser to the Seller for the purposes of Clause 11.1;

	“Purchaser Filing”	means a Filing that is required to be made by the Purchaser in connection with the YNAP Regulatory Conditions (as defined in Schedule 2 (Regulatory Conditions));

	“Purchaser Group”	means the Purchaser (or its successor entities) and each of its direct and indirect subsidiaries from time to time;

	“Purchaser Indemnification Obligations”	has the meaning given in Clause 11.2;

	“Purchaser Warranties”	means those warranties set out in Clauses 10.1 and 10.2; and “Purchaser Warranty” shall be construed accordingly;

	“RCF Commitment Letter”	means the commitment letter, dated on or around the date of this Agreement, between the Purchaser (as purchaser) and Richemont International Holding S.A. (as lender);

	“Regulatory Conditions”	means the conditions set out in Schedule 2 (Regulatory Conditions) and “Regulatory Condition” shall be construed accordingly;

	“Relationship Agreement”	means the relationship agreement in the agreed form to be entered into between the Seller and the Purchaser at Completion;

	“Relief”	means any loss, relief, allowance, credit, or set-off in respect of any Tax or relevant to the computation of any income, profits or gains for the purposes of any Tax, any right to a refund or repayment of Tax, as well as any repayment of Tax;

	“Registration Rights Agreement”	means the registration rights agreement in the agreed form to be entered into between the Seller and the Purchaser at Completion;

	“Representatives”	means, in relation to a party, its Affiliates and their respective directors, officers, employees, agents, consultants and advisers;

	“Resignation Letter”	has the meaning given in paragraph 9(B) of Part A of Schedule 1 (Completion arrangements);

	“Resignation Undertaking”	has the meaning given in paragraph 3(B) of Part B of Schedule 1 (Completion arrangements);

	“Resigning Directors”	has the meaning given in paragraph 9 of Part A of Schedule 1 (Completion arrangements);

	“Resigning Statutory Auditors”	has the meaning given in paragraph 9 of Part A of Schedule 1 (Completion arrangements);

	“Restricted Period”	has the meaning given in Clause 15.1;

	“Retained Group”	means Compagnie Financière Richemont S.A. (or its successor entities) and each of its subsidiaries from time to time (but excluding the Group);

	“Richemont Nominee”	has the meaning given in Clause 4.19(A);

	“Ribbon Retention Plan”	has the meaning given to the ‘Ribbon Plan’ in the document with reference 3.2.5.14.1 in the Data Room;

	“RIC Multibrand Agreements”	means agreements for the supply of products of certain brands of the Retained Group to the Group, as provided in folder reference 3.2.3.3.5.2 in the Data Room;

	“Sanctioned Country”	means a country, region or territory that is itself the target of Sanctions (as at the date of this Agreement, being the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, Cuba,Iran, North Korea, Russia, Belarus and Syria);

	“Sanctioned Person”	means any person that is the target of Sanctions, including: (a) any person who is listed on a Sanctions List of designated persons publicly issued by a Sanctions Authority; (b) any person operating from, organised under the Laws of, or resident in a Sanctioned Country; (c) the government of a Sanctioned Country or the Government of Venezuela; or (d) any person 50% or more owned or controlled by, or acting for or on behalf of, any person identified in (a) to (c) above;

	“Sanctions”	means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Sanctions Authority;

	“Sanctions Authority”	means: (i) the United States; (ii) the United Nations Security Council; (iii) the European Union or any member state thereof; (iv) the United Kingdom; (v) the respective governmental institutions and agencies of any of the foregoing including, without limitation, His Majesty’s Treasury, the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC), the U.S. Department of Commerce, the U.S. Department of State and any other agency of the U.S. government; or (vi) any Governmental Entity responsible for the administration or enforcement of Sanctions Laws in a jurisdiction in which a Group Company is located;

	“Sanctions Laws”	means any trade, economic or financial sanctions, asset freezing measures or trade embargoes or related restrictive measures or directives imposed, administered or enforced from time to time by any Sanctions Authority;

	“Sanctions List”	means lists of persons subject to blocking, freezing or transaction-banning measures including: (a) the Specially Designated Nationals and Blocked Persons list maintained by OFAC; (b) Consolidated List of Financial Sanctions Targets maintained by His Majesty’s Treasury, (c) the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions maintained by the European Commission; and (d) any other similar list maintained by a Sanctions Authority;

	“SEC”	has the meaning given in Clause 10.1(L);

	“Seller Filing”	means a Filing that is required to be made by the Seller in connection with the MYT Regulatory Conditions;

	“Seller Guarantee”	means any guarantee, indemnity, assurance, undertaking, commitment or other security obligation in effect at Completion and granted, entered into or procured (including any bank guarantee or credit support from a financial institution issued pursuant to facilities entered into by such institution and a member of the Retained Group) by the Seller or any member of the Retained Group in relation to or arising out of an obligation or liability of any member of the Group (or of their employees, agents, advisers or persons otherwise connected with them);

	“Seller Indemnification Obligations”	means the undertakings of the Seller under Clause 9.2 or in respect of the Specific Indemnities under Clause 12;

	“Shares”	means all the ordinary shares without nominal value in the capital of the Company from time to time;

	“Specific Indemnities”	has the meaning given in Schedule 1 (Indemnities) of the Disclosure Letter;

	“Statutory Accounts”	means the (i) audited financial statements of each of the Company, NAPG, YOOX Asia, NAP Asia and YNAP Middle East General Trading, in each case as at and for the financial year ended on 31 March 2023; (ii) for the purposes of the Warranties to be given by the Seller as at the date of this Agreement only, the audited financial statements of the Company as at and for the financial year ended on 31 March 2024, and comprising (as applicable) the statement of comprehensive income, income statement, balance sheet, statement of changes in equity, the directors’ report, independent auditors’ report and the notes thereto; and (iii) for the purposes of the Warranties to be given by the Seller at Completion only, the audited financial statements of the Company, NAPG, YOOX Asia, NAP Asia and YNAP Middle East General Trading as at and for the financial year ended on 31 March 2024, and comprising (as applicable) the statement of comprehensive income, income statement, balance sheet, statement of changes in equity, the directors’ report, independent auditors’ report and the notes thereto;

	“Subsidiary”	means at any relevant time any then subsidiary or subsidiary undertaking of the Company, basic information concerning each current subsidiary and subsidiary undertaking of the Company as at the date of this Agreement as set out at Appendix 2 to the Disclosure Letter;

	“Supervisory Board”	has the meaning given in Clause 4.19(A);

	“Tax” or “Taxation”	means (i) all state, local or municipal taxes, direct or indirect taxes (including but not limited to value added tax, sales tax and registration tax), duties (including but not limited to stamp duties and other similar taxes), property or any kind of transfer taxes, sales and excise taxes, customs, capital gains taxes, charges of fees however denominated, cadastral tax, mortgage tax, salary / wage tax, social charges, employer and employee social security contributions, levies, imposts, contributions, substitute taxes, federal, state, local, or non-U.S. income tax, gross receipts tax, license tax, payroll tax, employment tax, occupation tax, premium tax, windfall profits tax, environmental tax, customs, duties, franchise tax, unemployment tax, disability tax, real property tax, personal property tax, abandoned, unclaimed, and/or escheat property tax, use tax, any kind of withholding taxes including withholdings or amounts in the nature of tax, whenever and by whatever authority imposed (whether national or local) in any jurisdiction or territory or sub- division thereof, irrespective of the person to which any of the foregoing is directly or primarily chargeable, together with all interest, fines, penalties, surcharges and charges incidental or relating to any of the foregoing (including any joint, several, direct or other duties for taxes imposed by a Tax Authority referable to a party, other than the Group Companies, for which any of the Group Company is or may be held responsible, including by way of secondary or otherwise derivative liability) collected or assessed by, or payable to, any Tax Authority; (ii) the clawback or other recovery of any Relief previously paid or granted by a Tax Authority; and (iii) in the United Arab Emirates, payments to a Governmental Entity pursuant to any obligation under the United Arab Emirates Economic Substance Regulations as per the Cabinet of Ministers Resolution No. 31 of 2019 and all further amendments thereto;

	“Tax Authority”	means any government, state, region or municipality or any local authority responsible for the collection or management or assessment of any Tax and any body or official whatsoever competent to impose, administer, levy, assess or collect Tax;

	“Tax Consolidation Receivable”	means the receivable of the Company payable by the Seller arising from the remuneration of the Company’s tax attributes (e.g., tax losses; excess of EBITDA; excess of NID, non-deductible interest expenses; interest income) within the fiscal unit, according to the tax group agreement and related regulation, as at 31 March 2025;

	“Tax Warranties”	means the Warranties set out in paragraph 16 of Schedule 3 (Warranties) and “Tax Warranty” shall be construed accordingly;

	“Third-Party Claim”	has the meaning given in paragraph 15.1 of Schedule 4 (Limitations on liability);

	“Trade Control Laws”	means: (a) all applicable trade, export control and import Laws of the United States of America, the European Union and the United Kingdom; and (b) all applicable trade, export control and import Laws imposed or enforced by a Governmental Entity in a country in which a Group Company operates or into or from which a Group Company imports or exports;

	“Trading Day”	means any day on which: (A) trading in Mytheresa ADSs generally occurs on the principal U.S. national securities exchange on which the Mytheresa ADSs are then listed or, if the Mytheresa ADSs are not then listed on a U.S. national securities exchange, on the principal other market on which the Mytheresa ADSs are then traded; and (B) there is no Market Disruption Event. If the Mytheresa ADSs are not so listed or traded, then “Trading Day” means a Business Day;

	“Transaction Documents”	means the Confidentiality Agreement, this Agreement, the Disclosure Letter, the Purchaser Disclosure Letter, the Transitional Services Agreement, the Voting Agreement, the Relationship Agreement, the Registration Rights Agreement, the Lock-Up Agreement, the Loan Agreement TS and any other agreements entered into or to be entered into pursuant to this Agreement (including the agreed form documents);

	“Transitional Services Agreement”	means the transitional services agreement to be entered into by Richemont International S.A. and the Company at Completion in the agreed form;

	“VAT”	means: (a)   any Tax imposed in compliance with the council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112), including UK value added tax imposed under the Value Added Tax Act 1994 and legislation and regulations supplemental thereto; and (b)   any other Tax of a similar nature to the Taxes referred to in paragraph (a) above, whether imposed in a member state of the EU in substitution for, or levied in addition to, the Taxes referred to in paragraph (a) above or imposed elsewhere (including, for the avoidance of doubt, any sales Tax and any goods and services Tax);

	“Voting Agreement”	means the agreement to be entered into on or before the date of this Agreement between MYT Holding LLC and the Purchaser, pursuant to which, among other things, MYT Holding LLC undertakes to the Purchaser to vote its Mytheresa Shares in favour of resolution(s)for the election of the Seller’s nominee to the Supervisory Board at the general meeting of shareholders of the Purchaser, in each case subject to the terms and conditions of the agreed form Relationship Agreement;

	“VWAP”	means, for any Trading Day, the volume-weighted average price per share of the Mytheresa ADSs as reported by Bloomberg L.P. in respect of the period from 9:30 a.m.to 4:00 p.m., New York City time on such Trading Day;

	“Warehouse”	means those warehouses listed in Part B of Schedule 7 (Material Properties);

	“Warranties”	means the warranties set out in Schedule 3 (Warranties) given by the Seller and “Warranty” shall be construed accordingly;

	“Working Hours”	means 9.30 a.m.to 5.30 p.m. on a Business Day;

	“YNAP Guarantee”	means any guarantee, indemnity, assurance, undertaking, commitment or other security obligation in effect at Completion and granted, entered into or procured (including any bank guarantee or credit support from a financial institution issued pursuant to facilities entered into by such institution and a member of the Group) by the Company or any member of the Group in relation to or arising out of an obligation or liability of any member of the Retained Group (or of their employees, agents, advisers or persons otherwise connected with them);

	“YNAP Middle East General Trading”	means YNAP Middle East General Trading LLC, a company incorporated under the laws of the UAE, registered under no. 782989, having its registered office at Boulevard Plaza Tower 1, Office 2902 Burj Boulevard, Dubai, United Arab Emirates;

	“YNAP Regulatory Conditions”	shall have the meaning set out in Schedule 2 (Regulatory Conditions) and “YNAP Regulatory Condition” shall be construed accordingly;

	“YNAP Retention Plans”	means the Ribbon Retention Plan and the Feng Mao Retention Plan; and

	“YOOX Asia”	means Yoox Asia Limited, a company incorporated under the laws of Hong Kong, registered under no. 58289351 having its registered office at 6th Floor, Jardine House 1 Connaught Place Central Hong Kong.

1.2	In this Agreement, unless otherwise specified:

(A)

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

(B)

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

(C)

use of any gender includes the other genders;

(D)

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

(E)

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

(F)

references to a “party” or the “parties” are to parties to this Agreement from time to time;

(G)

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

(H)

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

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

(i)

holds a majority of the voting rights in it;

(ii)

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

(iii)

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

or if it is a subsidiary or subsidiary undertaking, as the case may be, of a company that is itself a subsidiary or subsidiary undertaking, as the case may be, of that other company;

(J)	references to “includes” and “including” mean including without limitation;

(K)

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

(L)

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

(M)

without prejudice to paragraph (L), with respect to a task or obligation of a party, the obligation of a party to take: (i) “best endeavours/efforts” shall be construed as being the most strenuous, non-absolute obligation and shall require a party that has committed to this standard to take all steps and courses of action lawfully open to it which are or may be capable of producing the relevant outcome or result which a prudent, determined and reasonable party desiring to achieve that result would take; (ii) “all reasonable endeavours” shall require a party that has committed to this standard to take all (and not just some) reasonable courses of action as are required to be taken to satisfy the obligation, even if such action may require such party to sacrifice its own commercial interests; and (iii) “reasonable endeavours” shall be viewed from the perspective of a party acting in its own commercial interest;

(N)

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

(O)

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

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

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

(R)

references to “indemnify” “indemnifying” and “hold harmless any person against any circumstance include indemnifying and keeping that person harmless on an after-Tax basis (irrespective of whether such “after-Tax-basis” principle is specified in relation to the relevant indemnification) from all actions, claims and proceedings from time to time made against that person and all loss or damage and all payments, costs or expenses made or incurred by that person as a consequence of or which would not have arisen but for that circumstance;

(S)

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

(i)

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

(ii)

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

(iii)

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

the recipient of the Payment is in the same position as that in which it would have been if the matter giving rise to the Payment Obligation had not occurred (or, in the case of a Payment Obligation arising by reference to a matter affecting a person other than the recipient of the Payment, the recipient of the Payment and that other person are, taken together, in the same position as that in which they would have been had the matter giving rise to the Payment Obligation not occurred), provided that the amount of the Payment shall not exceed that which it would have been if it had been regarded for all Tax purposes as received solely by the recipient and not any other person;

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

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

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

(W)	references to:

(i)

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

(ii)

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

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

(Y)

references to the knowledge of the Seller (or similar phrases) shall be limited to the present actual (as opposed to constructive or imputed) knowledge of [***] and shall not be construed to refer to the knowledge of any other person and/or of any of their respective Affiliates or to impose upon any of [***] any duty to investigate or enquire the matter to which such actual knowledge or the absence thereof pertains or to impose upon such individual any personal liability;

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

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

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

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

(DD)

The Guarantor executes this Agreement only for the purpose of guaranteeing after Completion certain obligations of the Seller under this Agreement pursuant to Clauses 7.19 to 7.22 and for no other purpose. The Guarantor shall not be deemed to have any other undertaking, nor shall any other obligation on the Guarantor arise.

2.	Sale and Purchase

On the terms, and subject to the conditions, set out in this Agreement, the Seller shall sell, and the Purchaser shall purchase, the Shares, with full title guarantee free from all Encumbrances, together with all rights attached or accruing to them at Completion.

3.	Conditions

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

(A)

(i) the Mytheresa ADSs issuable against the deposit of the Consideration Shares having been approved for listing on the NYSE, subject only to official notice of issuance and (ii) the Mytheresa ADSs remaining listed at all times between the date of this Agreement and Completion and there being no pending delisting order with respect to the Mytheresa ADSs (the “Listing Condition”);

(B)

each Regulatory Condition having been satisfied (and remaining satisfied immediately prior to Completion); and

(C)

the 56 Expert issuing a 56 Opinion which confirms the truthfulness of the Company’s data (“veridicità dei dati aziendali”) of the Company and the economic feasibility (fattibilità economica) of the Business Plan (the “56 Opinion Condition”),

each a “Condition” and together the “Conditions”.

Listing Condition and 56 Opinion Condition

3.2	The Purchaser shall use best efforts to fulfil or procure the fulfilment of the Listing Condition:

(A)

with respect to Clause 3.1(A)(i), as soon as possible and in any event before the Long Stop Date; and

(B)

with respect to Clause 3.1(A)(ii), for the period specified therein,

and in each case the Purchaser will notify the Seller in writing as soon as reasonably practicable of the satisfaction of such condition.

3.3	The Seller and the Purchaser shall each co-operate in good faith with the 56 Expert for the purposes of the issuance of the 56 Opinion.

Regulatory Conditions

3.4

Each of the Purchaser and the Seller shall use all reasonable endeavours to fulfil or procure that the Regulatory Conditions pursuant to, respectively, the Purchaser Filings and the Seller Filings are fulfilled promptly after the date of this Agreement, and in any event, no later than 5:00 p.m. on the Long Stop Date.

3.5	Without limiting Clause 3.4, the Purchaser agrees that its obligation pursuant to Clause 3.4 to use all reasonable endeavours to fulfil or procure the Regulatory Conditions promptly after the date of this Agreement includes:

(A)

submitting a draft of the filing to the European Commission as soon as is practicable after the date of this Agreement and, in any event, no later than fifteen (15) Business Days after the date of this Agreement;

(B)

in connection with the CMA Condition:

(i)

submitting a briefing paper to the CMA as soon as is practicable after the date of this Agreement and, in any event, no later than fifteen (15) Business Days after the date of this Agreement; and

(ii)

in the event that the CMA commences an investigation following the submission of said briefing paper, submitting a draft filing to the CMA as soon as is practicable and, in any event, no later than fifteen (15) Business Days after the Purchaser is first given notice that the CMA is intending to commence such an investigation;

(C)

in connection with the Purchaser Filing required to satisfy the YNAP Regulatory Condition in relation to South Korea:

(i)

initiating the pre-filing consultation process with the KFTC as soon as is practicable after the date of this Agreement and, in any event, no later than ten (10) Business Days after the date of this Agreement; and

(ii)

following conclusion of the pre-filing consultation process, submitting a filing to the KFTC as soon as is practicable and, in any event, no later than fifteen (15) Business Days after conclusion of the process; and

(D)

submitting all other Purchaser Filings (with the exception of the Purchaser Filing required to satisfy the YNAP Regulatory Condition in relation to South Korea) as soon as is practicable after the date of this Agreement and, in any event, no later than fifteen (15) Business Days after the date of this Agreement;

3.6	Without limiting Clause 3.4, the Seller agrees that:

(A)

it will provide all information reasonably requested by the Purchaser in order to fulfil the Purchaser’s obligations pursuant to Clause 3.4 in a reasonably prompt, complete and ready-to-use manner and failure to do so will result in the Purchaser being released from the specific timing obligations as regards the relevant Purchaser Filing(s) as detailed in Clause 3.4 (provided, however, that, in such circumstances, the Purchaser shall still be obliged to submit each Purchaser Filing as soon as is practicable); and

(B)

its obligation pursuant to Clause 3.4 to use all reasonable endeavours to fulfil or procure the Regulatory Conditions promptly after the date of this Agreement includes submitting the Seller Filings expeditiously and, in any event, no later than two (2) Business Days after formal notification of the filing(s) to the European Commission and in coordination with the filing(s) to the European Commission.

3.7

The Notifying Party shall determine at all times, following reasonable consultation with the Non-notifying Party, the strategy to be pursued for fulfilling the Regulatory Conditions, and the Purchaser shall determine at all times, following reasonable consultation with the Seller, the strategy to be pursued for responding to any other inquiry from any Governmental Entity with respect to the transactions contemplated by the Transaction Documents.

3.8

Without prejudice to Clauses 3.4 to 3.7, and except to the extent that to do so is prohibited by Law, the Purchaser and the Seller shall co-operate with each other in respect of fulfilling the Regulatory Conditions and shall:

(A)

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

(B)

respond to any questions or requests raised by any Governmental Entity in connection with a Filing (and, with respect to the CMA Condition, in connection with a briefing paper) as soon as is practicable;

(C)

provide each other, in a timely manner, with such cooperation, information, access and assistance as may reasonably be required in relation to the fulfilment of the Regulatory Conditions or any other inquiry from any Governmental Entity with respect to the transactions contemplated by the Transaction Documents, including the preparation of any filings, notifications, submissions, material correspondence or material communications to any Governmental Entity in connection with the Regulatory Conditions;

(D)

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

(E)

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

(F)

so far as reasonably practicable in the applicable circumstances, give reasonable notice to each other of any meeting or any material call with any representative(s) of any Governmental Entity with respect to the transactions contemplated by the Transaction Documents together with a copy of any agenda relating thereto where such an agenda is available and, not more than five (5) Business Days after such meeting or call, provide the other with a copy of the minutes of that meeting or call;

(G)

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

(H)

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

(I)

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

(J)

specifically in relation to the Golden Power Clearance (as defined at Schedule 2 (Regulatory Conditions) below) the Seller shall procure that the Company shall take all actions reasonably necessary to prepare and expeditiously submit, jointly with the Purchaser, the necessary notification form for the Golden Powers Clearance and provide expeditiously all documents and information reasonably requested by the Purchaser in connection therewith and to assist in the prompt preparation of any related filings, responses to any requests for information by the Golden Power Authority and, if applicable, the securing of the Golden Powers Clearance.

3.9

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

(A)

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

(B)

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

material influence or control over a business or any other entity or organisation that competes with the business of a member of the Group, which would be reasonably likely in the view of the Purchaser (in the case of such action that may be taken by the Purchaser Group) or the Seller (in case of such action that may be taken by the Retained Group) (each acting reasonably) to prejudice the satisfaction of any Regulatory Condition or to materially delay the satisfaction of any Regulatory Condition or in any event beyond the Long Stop Date.

Operation of the Conditions

3.10

The Purchaser and Seller acknowledge that (1) the Regulatory Conditions and the 56 Opinion Condition are provided for the benefit of the Purchaser and the Seller and (2) the Listing Condition is provided for the benefit of the Seller. In light of the foregoing (1) the Seller and the Purchaser may jointly waive in whole or in part the Regulatory Conditions and/or the 56 Opinion Condition (2) the Seller may, in its sole discretion, waive in whole or part the Listing Condition, in both cases in writing. No party other than the Seller or the Purchaser or the Seller and the Purchaser jointly (as applicable pursuant to the foregoing) shall have the ability to waive in whole or in part any of the relevant Conditions.

3.11

Subject to Clause 3.12, each of the Seller and the Purchaser undertake to disclose in writing to the other party anything which will or, to such party’s knowledge, is reasonably likely to prevent any of the Conditions from being satisfied on or prior to the Long Stop Date, in each case promptly after it comes to such party’s attention. Without prejudice to the generality of the foregoing, this includes disclosure of any indication that any Governmental Entity may intend to withhold its approval of, or raise an objection to, or withdraw any licence or authorisation following, or impose a condition on or following, the sale and purchase of the Shares pursuant to this Agreement, in each case subject to any disclosure restrictions as have been imposed on that party by such Governmental Entity from time to time.

3.12

If a provision of this Agreement obliges the Seller or the Purchaser to disclose any information to the other:

(A)

which the disclosing party reasonably considers to be competitively sensitive;

(B)

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

(C)

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

the disclosing party shall disclose the relevant information to the other pursuant to appropriate arrangements as may be agreed between the Seller and the Purchaser, including by way of a clean team, on an external counsel only basis or with redactions.

3.13

If any of the Conditions is not fulfilled or waived on or before 5.00 p.m. on the Long Stop Date then either the Seller or the Purchaser may (in respect of the Regulatory Conditions and the 56 Opinion Condition) and the Seller may (in respect of the Listing Condition), except where it has not been fulfilled due to, respectively, the Seller or the Purchaser (as applicable) breaching its obligations under this Clause 3, postpone the Long Stop Date by up to three (3) months (the Long Stop Date, as so postponed, being the “Postponed Long Stop Date”) and the Seller or the Purchaser (as applicable) shall give written notice of the Postponed Long Stop Date to the other party.

Termination of this Agreement and effect of termination

3.14

If a [***] occurs prior to Completion, the Seller may terminate this Agreement by notice to the other party pursuant to Article 1456 of the Code.

3.15

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

(A)

the Long Stop Date is not postponed by either the Seller or the Purchaser (as applicable); or

(B)

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

this Agreement shall automatically terminate.

3.16

If any Insolvency Event occurs in respect of (1) the Seller or (2) the Purchaser or mytheresa.com GmbH, the Seller (if it is not the relevant party subject to the Insolvency Event) or, as the case may be, the Purchaser (if it or mytheresa.com GmbH is not the relevant party subject to the Insolvency Event) may, in its sole discretion, terminate this Agreement by notice in writing to the relevant party subject to the Insolvency Event (which shall mean (for the avoidance of doubt), where mytheresa.com GmbH is subject to the Insolvency Event, the Purchaser), without the party subject to the Insolvency Event or any other member of the Purchaser Group or the Retained Group, as applicable, incurring any cost or expense in connection with such termination.

3.17

The Seller shall have an obligation to inform the Purchaser promptly (and in any event within two (2) Business Days) following the occurrence of an Insolvency Event with respect to it.

3.18

The Purchaser shall have an obligation to inform the Seller promptly (and in any event within two (2) Business Days) following the occurrence of: (i) an Insolvency Event, with respect to it or mytheresa.com GmbH; or (ii) a [***].

3.19

Subject to Clause 3.20, the Seller may terminate this Agreement by written notice to the Purchaser if, on or prior to Completion, there occurs any breach of a Fundamental Purchaser Warranty or there exists any facts, matters or circumstances that would constitute a breach of any of the Fundamental Purchaser Warranties were they to be repeated at Completion. The Purchaser shall promptly (and in any event prior to Completion) notify the Seller in writing in accordance with Clause 20 (Notices) upon becoming aware prior to Completion of any breach, circumstance, event, fact, matter or omission which may give rise to a right of termination under this Clause 3.19 with (to the extent available to the Purchaser) sufficient detail to enable the Seller to make a reasonably informed assessment of such matter.

3.20

If a breach of the Fundamental Purchaser Warranties is capable of remedy, the Seller shall only be entitled to terminate the Agreement pursuant to Clause 3.19 if it gives the Purchaser written notice of its intention to terminate the Agreement in accordance with Clause 20 (Notices) and the breach is not remedied within thirty (30) days after the date on which such notice is served. Where the Completion Date would occur during such thirty (30) day remedy period, Completion shall be delayed (and, if applicable, the Long Stop Date or the Postponed Long Stop Date extended) to the extent required to allow the Purchaser the full benefit of the remedy period. Where the breach is so remedied, the Completion Date (and the Long Stop Date or the Postponed Long Stop Date, as the case may be) shall be five (5) Business Days following the date of remedy.

3.21

Subject to Clause 3.22, the Purchaser may terminate this Agreement by written notice to the Seller if, on or prior to Completion, there occurs any breach of a Fundamental Warranty or there exists any facts, matters or circumstances that would constitute a breach of any of the Fundamental Warranties were they to be repeated at Completion. The Seller shall promptly (and in any event prior to Completion) notify the Purchaser in writing in accordance with Clause 20 (Notices) upon becoming aware prior to Completion of any breach, circumstance, event, fact, matter or omission which may give rise to a right of termination under this Clause 3.21 with (to the extent available to the Seller) sufficient detail to enable the Purchaser to make a reasonably informed assessment of such matter.

3.22

If a breach of the Fundamental Warranties is capable of remedy, the Purchaser shall only be entitled to terminate the Agreement pursuant to Clause 3.21 if it gives the Seller written notice of its intention to terminate the Agreement in accordance with Clause 20 (Notices) and the breach is not remedied within thirty (30) days after the date on which such notice is served. Where the Completion Date would occur during such thirty (30) day remedy period, Completion shall be delayed (and, if applicable, the Long Stop Date or the Postponed Long Stop Date extended) to the extent required to allow the Seller the full benefit of the remedy period. Where the breach is so remedied, the Completion Date (and the Long Stop Date or the Postponed Long Stop Date, as the case may be) shall be five (5) Business Days following the date of remedy.

3.23

If this Agreement terminates in accordance with Clauses 3.14, 3.15, 3.16, 3.19 or 3.21, all obligations of the parties under this Agreement shall end (except for the provisions of Clause 1 (Interpretation), Clause 21 (Announcements and Confidentiality), Clause 24 (Choice of Governing Law), Clause 25 (Arbitration) and Clause 26 (Language)). For the avoidance of doubt, all rights and liabilities of the parties which have accrued before termination shall continue to exist.

Conduct of Business before Completion and Pre-Completion Obligations

Conduct of Business

4.1

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

(A)

subject to (B) below, no member of the Group will undertake any act which is outside the ordinary course of the business of the relevant member of the Group as carried on in the twelve (12) months prior to the date of this Agreement, without the prior written approval of the Purchaser (such approval not to be unreasonably withheld or delayed). In particular, the Seller shall (1) not transfer the Shares to any party other than the Purchaser in compliance with this Agreement, and (2) procure that no member of the Group will undertake any of the acts or matters listed in Part A of Schedule 6 (Conduct of business before Completion) without the prior written approval of the Purchaser (such approval not to be unreasonably withheld or delayed); and

(B)

all members of the Group will manage their working capital in the ordinary course of the business and in the manner of a prudent and responsible business owner. Without prejudice to the generality of the foregoing, in particular, the Seller shall cause the members of the Group not to take any of the following actions without the prior approval of the Purchaser (not to be unreasonably withheld or delayed):

(i)

extend the payment date or delay actual payment for payables with suppliers compared to past practice (it being therefore agreed and understood, for the avoidance of doubt, that no member of the Group shall (x) implement any material amendment to any factoring agreements or similar arrangements or instruments or (y) expand the Group’s factoring programme by onboarding new suppliers beyond those set out in the Factoring Supplier List);

(ii)

postpone or in any case extend delivery of goods timeline with suppliers compared to past practice;

(iii)

make any changes to collection terms applicable to the Group’s material customers;

(iv)

make a deviation in respect of “open to buy” commitment that falls within the scope of paragraph 2.1 or 2.2 of Schedule 9 (OTB Commitment);

(v)

collect any unusual levels of advances from material customers;

(vi)

delay any payment to any employees, including for compensation and salary;

(vii)

seek to postpone any payment to any Tax Authority beyond the due date for such payment; or

(viii)

approve or agree to do anything of the foregoing.

4.2

Clause 4.1 shall not, without limitation, operate so as to restrict or prevent any of the acts or matters: (A) listed in Part B of Schedule 6 (Conduct of business before Completion); or (B) reasonably required for the ordinary course operation of the OFS Agreements (without prejudice to the OFS Wind Down).

4.3

The approval of the Purchaser under Clause 4.1 shall be deemed to have been given to the Seller if such approval has neither been granted nor denied by the Purchaser in accordance with Clause 20 (Notices) within seven (7) Business Days of the Seller requesting such approval from the Purchaser in respect of a relevant act or matter (such request to be in writing and accompanied by any relevant supporting information on which the Seller is basing its request).

4.4

Between the date of this Agreement and Completion, the Seller shall at the Purchaser’s request form a committee (which shall remain in place until Completion) for the purpose of integration planning and, together with the Purchaser, appoint appropriately experienced and qualified individuals to that committee. The committee shall meet on a monthly basis or at such other intervals as the Seller and the Purchaser may reasonably agree. The purpose of such committee shall be, inter alia, to facilitate good faith discussion on planning for integration post-Completion and agreement between the Seller and the Purchaser on a “day-one-readiness-plan”. For the avoidance of doubt any such committee will operate in accordance with all applicable Laws.

4.5

The Seller shall ensure that neither NAP Asia nor YNAP Middle East General Trading is subject to any matter set out in paragraphs 6.1 to 6.3 of Schedule 3 (Warranties) at Completion, as if references in such paragraphs to a Material Group Company were to NAP Asia and YNAP Middle East General Trading.

Release of guarantees and consents

4.6

The Purchaser shall (and following Completion, shall procure that the Company shall) use all reasonable endeavours to procure the absolute and unconditional release and discharge in full at Completion (or as soon as reasonably practicable thereafter) of each Seller Guarantee, including, where necessary, the procurement by the Company, a member of the Group or a member of the Purchaser Group of the entry into or procurement of replacement guarantees, indemnities, assurances, undertakings, commitments or other reasonable security obligations with effect from Completion (or as soon as reasonably practicable thereafter), in a form satisfactory to the relevant counterparty to the underlying agreement or arrangement to which the relevant Seller Guarantee relates. To this extent, if the Purchaser has not procured a replacement by the date on which the last in time of the Conditions shall have been satisfied or waived in accordance with this Agreement, the Seller will use reasonable endeavours to procure the extension of the period of validity of the relevant Seller Guarantees by a reasonable period of time, such period of time not to exceed one month from the time such Seller Guarantee is due to terminate, if needed, in order to allow further discussions of the Purchaser with the relevant counterparty to the underlying agreement or arrangement. The committee to be formed in accordance with Clause 4.4 shall be, subject to applicable Laws, regularly updated in relation to the above (including with respect to the possible feedback received from the relevant counterparties).

4.7

In connection with any required waiver and/or consent that is required from the guaranteed

creditors of any Seller Guarantee in order for the Purchaser to procure the release or replacement of such Seller Guarantee pursuant to Clause 4.5, the Seller shall co-operate with the Purchaser by using reasonable endeavours to deliver, if so requested by the Purchaser, any notices, waiver or consent requests and/or other documents so required (and the Seller shall provide the Purchaser in advance with drafts of any such notices, waiver or consent requests and/or other documents). For the avoidance of doubt, nothing in this Clause 4.6 shall oblige either the Seller or any of its Affiliates to make any payments in connection with any such notice, waiver or consent, or provide any further guarantees in connection with the matter that is the subject of the Seller Guarantee.

4.8

In the event that any Seller Guarantee is not released in full at or by Completion, the Purchaser undertakes:

(A)

to pay to the Seller such amount so as to hold and keep the Seller and members of the Retained Group indemnified on an after-Tax basis from and against all actions, claims, proceedings, loss, damages and all payments, costs or expenses incurred by the Seller or any member of the Retained Group in relation to or arising out of any Seller Guarantee; and

(B)

not to, and to procure that no other member of the Purchaser Group shall, amend the terms of any Seller Guarantee (or the terms of any contract to which such Seller Guarantee relates) in any way which would adversely affect the interests of the relevant guarantor under the Seller Guarantee.

4.9

The Seller shall use all reasonable endeavours to procure the absolute and unconditional release and discharge in full at Completion (or as soon as reasonably practicable thereafter) of any YNAP Guarantee, including, where necessary, the procurement by a member of the Retained Group of the entry into or procurement of replacement guarantees, indemnities, assurances, undertakings, commitments or other reasonable security obligations with effect from Completion (or as soon as reasonably practicable thereafter), in a form satisfactory to the relevant counterparty to the underlying agreement or arrangement to which the relevant YNAP Guarantee relates.

4.10

In the event that any YNAP Guarantee is not released in full by or at Completion the Seller undertakes:

(A)

to pay to the Purchaser such amount so as to hold and keep the Company and members of the Group indemnified on an after-Tax basis from and against all actions, claims, proceedings, loss, damages and all payments, costs or expenses incurred by the Company or any member of the Group in relation to or arising out of any YNAP Guarantee; and

(B)

not to, and to procure that no other member of the Retained Group shall, amend the terms of any YNAP Guarantee (or the terms of any contract to which such YNAP Guarantee relates) in any way which would adversely affect the interests of the relevant guarantor under the YNAP Guarantee.

Insurance and other actions

4.11

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

4.12

The Seller shall, and shall procure that the Retained Group shall, use reasonable endeavours after the Completion Date (to the extent that it is permissible under such insurance policy to do so) to:

(A)

recover all monies due from insurers in respect of any insurance claim which has been made before the Completion Date by or on behalf of any member of the Group under any insurance policy maintained by the Retained Group; and

(B)

to the extent that the losses in respect of which the claim is made have been recovered by the Retained Group from insurers and have not been paid to a member of the Group prior to Completion, pay any monies received in respect of such claim (after taking into account any deductible or excess and less any Tax suffered (or that would have been suffered but for the utilisation or set-off of a Relief) on the proceeds and any reasonable, documented out of pocket expenses suffered or incurred by the Seller or any member of the Retained Group in connection with such claim) to the Purchaser as soon as practicable after receipt by the Seller.

4.13

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

4.14

The Seller shall procure that, until Completion, the Group continues to comply with the Feng Mao Wind Down Reference Document in all material respects for the purposes of the Feng Mao Wind Down. Notwithstanding the foregoing, nothing in this Agreement shall restrict the Group from implementing or completing the Feng Mao Wind Down with such modifications as a member of the Group may agree subject to such modifications not imposing material new obligations or restrictions on any member of the Group and/or of the Purchaser Group, provided that the Seller shall keep the Purchaser duly and timely updated in relation to any material progress in, and/or material amendments to, the Feng Mao Wind Down.

4.15

In relation to the agreements providing for the relevant counterparties’ right of termination and/or withdrawal upon occurrence of a change of control event that are listed in Schedule 10 (Contracts), the Seller and Purchaser shall co-operate and the Seller shall procure that the Group shall send a written notice (in a form reasonably satisfactory to the Purchaser) asking such counterparties to waive on or before Completion their respective termination and/or withdrawal rights, as applicable. Nothing in this Clause 4.14 shall oblige the Seller or any of its Affiliates to offer any consideration or costs reimbursement to such counterparties in order to obtain any such waiver. The committee to be formed in accordance with Clause 4.4 shall, subject to applicable Laws, discuss any possible removal of agreements from the list in Schedule 10 and shall be regularly updated in relation to the above (including with respect to the possible feedbacks received from the relevant counterparties).

4.16

No later than Completion, the Seller shall provide the Purchaser with the proper sworn certification, pursuant to art. 88 par. 4-bis of the Presidential Decree no. 917/1986 (“dichiarazione sostitutiva di atto notorio”), attesting that the tax value of capitalisation of the interest free loan which was made available by the Seller to the Company for an amount up to EUR 400,000,000, pursuant to a shareholder loan agreement between the Seller and the Company dated 24 September 2021, and which was capitalised (versamento in conto futuro aumento di capitale) on 30 September 2024, is equal to its nominal value.

4.17

By Completion, the Seller shall (1) procure that YNAP Middle East Holding LTD serves notice on Links Solstice Commercial Brokers LLC to terminate the 2017 trust deed concerning shares of YNAP Middle East Holding LTD and (2) deliver to the Purchaser written evidence in relation thereto.

Purchaser Dividends

4.18

The Purchaser hereby undertakes not to declare, make or pay any dividend (in cash or in specie) or other distribution (whether in cash or in specie) or reduce, repurchase or redeem any part of its share capital prior to Completion.

Richemont Nominee

4.19

Prior to Completion:

(A)

the Seller may nominate one (1) individual to serve as a member of the supervisory board of the Purchaser (the “Supervisory Board”) subject to, and with effect from, Completion, provided that such nominee satisfies the criteria set out in Clause 3.3 of the Relationship Agreement (the “Richemont Nominee”); and

(B)

at the first general meeting (whether an annual general meeting or an extraordinary general meeting) of shareholders of the Purchaser called following the date of this Agreement (with the Purchaser being obliged to convene such a general meeting if such general meeting will not otherwise be held prior to Completion), the Purchaser shall propose in any case for the appointment of Richemont’s Nominee to the Supervisory Board, with such appointment to become effective upon Completion.

Loan Agreement

4.20

Without prejudice to the provisions of the RCF Commitment Letter, the Purchaser and the Seller undertake to use all reasonable endeavours to:

(A)

negotiate in good faith a long-form loan agreement and related financing documentation (such documents, together with the Loan Agreement TS being the “Financing Documents”), in each case, to reflect the provisions set out in the Loan Agreement TS;

(B)

satisfy (or procure that their Affiliates satisfy) all initial conditions precedent thereunder; and

(C)

execute (or procure that their Affiliates execute) such agreed form long-form loan agreement and related financing documentation at Completion.

4.21

Without prejudice to the provisions of the RCF Commitment Letter, the Purchaser and the Seller agree that the undertakings set out in Clause 4.20 above shall survive Completion in the event that either: (i) the long-form loan agreement and related financing documentation have not been executed at that time; or (ii) the initial conditions precedent thereunder have not been satisfied at that time.

Amendment of Articles

4.22

The Seller shall cause a shareholders’ meeting of the Company to be convened on or prior to the Completion Date to consider and approve a resolution to amend the articles of association of the Company, in order to (i) have an approved, subscribed and paid-up share capital equal to Euro 1,384,207.41, (ii) have its shares represented by shares certificates and (iii) add a reference to the provisions of the law for all the matters not explicitly covered thereto, with such resolution then to be registered in the competent Italian Companies’ Register.

Consolidated Financial Statements

4.23

Prior to Completion, the Seller shall use reasonable endeavours to procure that the Company commences as soon as practicable following the date of this Agreement:

(A)

the preparation of consolidated financial statements (including notes) in accordance with IFRS as issued by the IASB for the Group as of and for the fiscal years ended March 31, 2023, 2024 and, to the extent practicable bearing in mind the date of Completion, 2025, respectively;

(B)

an audit process in respect of the consolidated financial statements in (A), pursuant to US GAAS (as issued by the AICPA prior to February 28, 2025 for the fiscal years ended March 31, 2023 and March 31, 2024 and as issued by the AICPA prior to June 30, 2025 for the fiscal year ended March 31, 2025); and

(C)

the preparation of quarterly financial statements (including notes) in accordance with IFRS as issued by the IASB for the Group as of and for the quarters ended June 30, 2023, September 30, 2023, December 31, 2023, June 30, 2024, September 30, 2024 and December 31, 2024, respectively.

SOX implementation

4.24

The Seller shall use reasonable endeavours, in accordance with applicable Laws, to procure that the Company shall commence, as soon as practicable following the date of this Agreement, the planning and preparation for the adoption of Sarbanes-Oxley (SOX) procedures for internal control over financial reporting post-Completion, which shall include:

(A)

Risk assessment & Process Scoping: analysis of significant accounts and mapping of related business processes;

(B)

Design Integrated Care Systems (ICS) and Standards: preparation to setup relevant standards for the ICS cycle. Design Internal Controls (incl. flowcharts and narratives)); and

(C)

Integrated Care Systems (ICS): planning for the implementation of internal controls and adequate documentation of control performance.

4.25

The steps taken by the Seller or any Group Company pursuant to Clause 4.24 shall be discussed regularly in the committee, in accordance with Clause 4.4 and applicable Laws.

Group SEC Financial Statements Cooperation Covenant

4.26

The Seller shall, and shall cause its officers, employees and advisors and other Representatives and, prior to Completion, the Group Companies and their respective officers, employees and advisors and other Representatives to, provide to the Purchaser with such cooperation as may be reasonably requested by the Purchaser in connection with the preparation and filing of audited financial statements of the Group Companies for the fiscal years ended 31 March 2024, 2023 and, if necessary, 2022, unaudited financial statements for any subsequent fiscal quarter after 31 March 2024 and pro forma financial information (collectively, the “Group SEC Financial Statements”) as may be required by Rule 3-05 and Article 11 of Regulation S-X, Form 20-F and Form F-1 promulgated by the SEC under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such reasonable efforts and cooperation shall be subject to applicable Laws (including relating to antitrust) and, subject to such proviso, include, but not be limited to:

(A)

participating in a reasonable number of meetings, presentations, drafting sessions and due diligence sessions with the Purchaser’s financial and accounting staff, accounting advisors, financial advisors, legal counsel and auditors;

(B)

furnishing the Purchaser, as promptly as reasonably practicable, with financial and other pertinent information regarding the Group Companies as may be reasonably requested by the Purchaser to prepare and audit the Group SEC Financial Statements, including all financial statements and financial and other data in respect of the Group Companies of the type that would be required by Regulation S-X and Regulation S-K under the Securities Act and/or the Exchange Act in connection with the filing of an annual report on Form 20-F or registration statement on Form F-1, including audits thereof by a PCAOB registered independent accounting firm in accordance with U.S. generally accepted auditing standards;

(C)

providing such documents and other information relating to the Group Companies as may be reasonably required to enable the delivery of any customary negative assurance opinion and customary comfort letters relating to any financing or offering of securities by the Purchaser, and

(D)

using reasonable efforts to obtain the consents and cooperation of the external accountants and auditors of the Group Companies for use of their work papers and reports related to the Statutory Accounts in connection with the preparation, audit and filing of the Group SEC Financial Statements.

4.27

The Purchaser shall indemnify the Seller on an after Tax basis in respect of any third party costs or expenses incurred by the Seller or any Group Company prior to Completion in connection with any action taken pursuant to Clauses 4.23, 4.24 and 4.26.

5.            Consideration

5.1

The total consideration for the sale and purchase of the Shares shall be the Consideration Shares. At Completion, the Purchaser shall issue the Consideration Shares to the Seller, in accordance with Clause 6 (Completion) and Schedule 1 (Completion arrangements).

5.2

The number of Consideration Shares to be issued pursuant to Clause 5.1 shall be:

a number of Mytheresa Shares equal to 33 per cent. of the Fully Diluted Mytheresa Share Capital x Cr

where: Cr = 1 (the “Conversion Rate”), subject to adjustments from time to time as set out in Schedule 5 (Conversion rate adjustment) (the “Conversion Rate Adjustment”). Please refer to the calculation attached in Schedule 12 (Consideration Shares Calculation), for illustrative purposes only.

5.3

Any references to the Conversion Rate as of a particular date, without setting forth a particular time on such date, shall be deemed to be to the Conversion Rate immediately after the Close of Business (as defined in Schedule 5 (Conversion rate adjustment)) on such date.

5.4

The Consideration Shares shall be paid-up by way of a contribution in kind in accordance with section 2:204b of the Dutch Civil Code, whereby the Seller shall contribute the Shares to the Purchaser.

5.5

If, following Completion, the Fully Diluted Mytheresa Share Capital is found to have been incorrectly calculated at Completion (whether following agreement between the Purchaser and the Seller or as determined pursuant to Clause 25 (Arbitration)), the Seller and the Purchaser shall procure that within 20 Business Days following such agreement or determination: (i) in the event the Fully Diluted Mytheresa Share Capital is agreed or determined to have been greater than that used to determine the Consideration Shares issued at Completion, the Purchaser shall promptly issue to the Seller such further number of Mytheresa Shares as results in the Seller receiving, together with the Mytheresa Shares already issued to it, such number of Mytheresa Shares in aggregate as if the Fully Diluted Mytheresa Share Capital had been correct at Completion; or (ii) in the event the Fully Diluted Mytheresa Share Capital is agreed or determined to have been less than that used to determine the Consideration Shares issued at Completion, the Seller shall promptly send and transfer back to the Purchaser at nil consideration such number of Mytheresa Shares as results in the Seller having received such number of Mytheresa Shares in aggregate as if the Fully Diluted Mytheresa Share Capital had been correct at Completion.

5.6

The Purchaser shall:

(A)

five (5) Business Days prior to Completion, provide the Seller with the following information: (i) the number of outstanding Mytheresa Shares that will be in issue immediately prior to Completion; (ii) the number of all Dilutive Securities immediately prior to Completion; (iii) the number of Consideration Shares to be issued to the Seller pursuant to Clause 5.2; and (iv) the Fully Diluted Mytheresa Share Capital (the “Consideration Shares Information”). The Purchaser shall provide the Seller with all such information required to verify the Consideration Shares Information, both prior to and following Completion;

(B)

ensure that the Mytheresa ADSs continue to be listed on the NYSE at all times prior to Completion;

(C)

procure that:

(i)

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

(ii)

any rights of pre-emption or other restrictions on the issue of the Consideration Shares (if any) are waived by such person prior to Completion;

(D)

issue the Consideration Shares, each credited as fully paid, with the same rights and ranking pari passu in all respects with the other outstanding Mytheresa Shares, including the right to receive all dividends, distributions or any return of capital declared, paid or made by the Purchaser on or after Completion, and including the right to deposit Consideration Shares against the issuance of Mytheresa ADSs pursuant to and subject to the conditions of the Deposit Agreement, dated 20 January 2021, among the Purchaser, The Bank of New York Mellon, as Depositary, and the owners and holders of Mytheresa ADSs; and

(E)

use reasonable endeavours to ensure that Mytheresa ADSs continue to be listed on the NYSE at all times for so long as any member of the Retained Group owns Consideration Shares.

5.7

Any payment made by any party under this Agreement shall (so far as possible) be treated, from a Tax and accounting perspective, as an adjustment to the consideration for the Shares to the extent of the payment.

Completion

6.1

Completion shall take place on the Completion Date at the Milan office of Gatti Pavesi Bianchi Ludovici before a notary public of Studio Notarile Marchetti or any other Italian notary public agreed in writing between the Purchaser and the Seller at least five (5) Business Days prior to the Completion Date, except for such actions which, due to their nature, shall be carried out remotely or in a different place.

6.2

At Completion the Seller shall do those things listed in Part A of Schedule 1 (Completion arrangements) and the Purchaser shall do those things listed in Part B of Schedule 1 (Completion arrangements). Completion shall take place in accordance with Part C of Schedule 1 (Completion arrangements).

Completion and Post-Completion Arrangements

7.1

The Seller shall use reasonable efforts to procure that, at Completion, the Group has a Net Financial Position, based on the Cash and Financial Indebtedness amounts shown in the Provisional Financial Statement, equals EUR 555,000,000.00.

7.2

The Seller shall procure that, at Completion, the Group has neither any outstanding Inter-Company Receivables (other than the Tax Consolidation Receivable, to the extent Completion occurs after 31 March 2025 and before settlement of the Tax Consolidation Receivable) nor any outstanding Inter-Company Payables (other than any liabilities related to Long Term Benefit Plans).

7.3

The Seller shall:

(A)

two (2) Business Days prior to Completion, prepare, and deliver to the Purchaser, a provisional Financial Statement (the “Provisional Financial Statement”) setting out its good faith estimate of the Financial Indebtedness and Cash (including the Tax Consolidation Receivable, if applicable, and, in respect of which, it is expressly agreed and understood that (i) if the amount of the Tax Consolidation Receivable is not yet technically quantifiable, then for the purposes of this provisional Financial Statement and the definition of “Cash”, the amount of the Tax Consolidation Receivable shall be the Seller’s estimate of such amount (the “Estimated Tax Consolidation Receivable”) and (ii) for these purposes, the quantum of the Estimated Tax Consolidation Receivable shall not be greater than EUR 50,000,000) of the Group at 4.00 p.m. on the third (3rd) Business Day prior to Completion along with details of any steps to be taken by the Seller to further capitalise the Company, repay, waive or otherwise reduce Financial Indebtedness prior to Completion; and

(B)

one (1) Business Day prior to Completion, deliver to the Purchaser online bank statements illustrating the cash at bank balance of the Company as at no more than three (3) Business Days prior to Completion;

7.4

If:

(A)

Completion occurs on or before 31 March 2025, then within forty-five (45) Business Days of the end of the calendar month in which Completion occurs; and

(B)

Completion occurs after 31 March 2025, then within fifteen (15) Business Days of 30 September 2025,

the Seller shall deliver to the Purchaser a draft Financial Statement confirming the amounts of Financial Indebtedness, Cash and Net Financial Position at Completion (the “Draft Financial Statement").

7.5

The Draft Financial Statement and the Financial Statement shall be prepared in accordance with the provisions of this Clause 7 and Schedule 8 (Financial Statement).

7.6

In connection with the preparation, review, agreement and/or determination of the Draft Financial Statement and the Final Financial Statement in accordance with this Clause 7, the Purchaser shall, and shall procure that the Company shall:

(A)

keep up-to-date and, subject to reasonable notice, make available or provide to the Seller, its representatives and its accountants, all books, records and documents relating to the Group;

(B)

subject to reasonable notice, provide the Seller, its representatives and its accountants with access to and the assistance of the Group’s personnel and employees during normal office hours;

(C)

co-operate with the Seller, its representatives and its accountants with regard to the preparation, review and agreement or determination of any part of the Draft Financial Statement; and

(D)

do all other such things and provide such other information as the Seller may reasonably require to assist the Seller with the preparation, review and agreement or determination of any part of the Draft Financial Statement.

7.7

The Purchaser’s obligations under Clause 7.6 shall start upon the Business Day following the Completion Date and shall continue until such time as the Final Financial Statement has been agreed or determined in accordance with this Clause 7. All information required to be provided under Clause 7.6 shall be provided in soft copy form or, where that is not reasonably practicable, in hard copy form delivered to the recipient or made available to the recipient during Working Hours.

7.8

The Purchaser may dispute the Draft Financial Statement by notice in writing (the “Dispute Notice") delivered to the Seller in accordance with Clause 20 (Notices) within forty-five (45) Business Days of receiving the Draft Financial Statement. The Dispute Notice shall specify: (i) which items of the Draft Financial Statement are disputed; (ii) the reasons therefor; and (iii) the monetary value of the adjustments that the Purchaser claims are accordingly required to be made to any line item(s) in the Draft Financial Statement. The Dispute Notice shall be accompanied by all relevant supporting documentation and working papers on which the Purchaser wishes to rely.

7.9

Only those items or amounts specified in the Dispute Notice shall be treated as being in dispute (the “Disputed Items") and no amendment may be made by the Seller or the Purchaser, or any Expert appointed pursuant to Clause 7.10(B) below, to any items or amounts which are not Disputed Items.

7.10

If the Purchaser does not serve the Dispute Notice in accordance with Clause 7.8 above, the Draft Financial Statement shall be final and binding on the Seller and the Purchaser for all purposes and shall constitute the Final Financial Statement. If the Purchaser does serve the Dispute Notice in accordance with Clause 7.8 above, then the Purchaser and the Seller shall use their reasonable endeavours to resolve the Disputed Items and either:

(A)

if the Purchaser and the Seller reach agreement on the Disputed Items within fifteen (15) Business Days of the Dispute Notice being served (or such longer period as the Purchaser and the Seller may agree in writing), the Draft Financial Statement shall be promptly amended by the Seller to reflect such agreement and shall then constitute the Final Financial Statement; or

(B)

if the Purchaser and the Seller do not reach agreement in accordance with Clause 7.10(A), the Purchaser or the Seller may refer the dispute in respect only of the Disputed Items:

(i)

to such individual at an independent firm of chartered accountants of international repute as the Purchaser and the Seller may agree; or

(ii)

failing such appointment in Clause 7.10(B)(i) within ten (10) Business Days of expiry of the period set out in Clause 7.10(A), to such independent firm of chartered accountants of international repute in Italy as the Chairman of the Court of Milan may, on the written application of either the Seller or the Purchaser, nominate,

(in each case, the “Expert"), on the basis that the Expert is to be asked to make a decision on the dispute and notify the Purchaser and the Seller of its decision within sixty (60) Business Days of receiving the reference or such longer reasonable period as the Expert may determine. All documentation and discussions relating to determination by the Expert shall be in English (except for the documents and books that under applicable law are required to be kept in Italian, provided that – should the internal records of the Group be prepared in Italian – an English translation of such records shall be provided).

7.11

In any reference to the Expert in accordance with Clause 7.10 above:

(A)

the Purchaser and the Seller shall:

(i)

use their reasonable endeavours to agree and enter into, as soon as reasonably practicable, terms of appointment with the Expert; and

(ii)

bear their own costs with respect to the finalisation of the Draft Financial Statement save to the extent set out in Clause 7.11(D) below;

(B)

the Expert shall act as a contractual expert (perito contrattuale) and not as an arbitrator (arbitratore) pursuant to article 1349, first paragraph of the Italian Civil Code and shall be directed to determine any dispute by reference to the definitions of “Cash" and “Financial Indebtedness” and the provisions of this Clause 7 and Schedule 8 (Financial Statement);

(C)

the decision of the Expert shall, in the absence of fraud or manifest error, be final and binding on the Purchaser and the Seller and the Draft Financial Statement shall be the Final Financial Statement amended as necessary to reflect the decision of the Expert and, as amended, signed by the Expert;

(D)

the costs of the Expert and any administration fee or other charges or expenses payable in connection with any application under Clause 7.10(B)(ii) above shall be paid equally by the Seller on the one part and the Purchaser on the other part or as otherwise determined by the Expert; and

(E)

each of the Seller and the Purchaser shall respectively provide or procure the provision to the Expert of all such information as the Expert shall reasonably require including by their respective advisers and the books and records and personnel of the Group.

7.12

Following agreement or determination of the Final Financial Statement in accordance with this Clause 7, the amount of the Cash and the Financial Indebtedness shall be determined by reference to the Final Financial Statement.

7.13

Without prejudice to Clause  4.1, the Seller and/or the Purchaser (as the case may be) undertake to procure that, within fifteen (15) Business Days of the Final Financial Statement being agreed or determined upon in accordance with this Clause 7:

(A)

if and to the extent that the Net Financial Position as at Completion shown in the Final Financial Statement is less than EUR 555,000,000, the Seller shall pay to the Purchaser an amount equal to the difference between EUR 555,000,000 and the absolute value of such Net Financial Position and the Purchaser shall promptly provide or contribute such amount to the Company (such amount being the “Shortfall"); and

(B)

if and to the extent that the Net Financial Position as at Completion shown in the Final Financial Statement is greater than EUR 555,000,000, the Purchaser shall, or shall procure that the Company shall on behalf of the Purchaser, pay to the Seller an amount of cash equal to the difference between the absolute value of such Net Financial Position and EUR 555,000,000 (such amount being the “Excess Cash”).

7.14

The Purchaser shall, and shall procure that the Company shall, use and apply the amount of cash in the Group as at Completion and/or paid to the Purchaser pursuant to this Clause 7, for the purposes only of financing the liquidity and working capital requirements, or otherwise in connection with the business, of the Group.

7.15

The amount of the Shortfall or, as applicable, Excess Cash shall be paid by the Seller or, as applicable, by the Purchaser or the Company in euros.

7.16

Without prejudice to the Parent Company Guarantee, the sole remedy for the parties if the Net Financial Position shown in the Final Financial Statement is not EUR 555,000,000, shall be the adjustment thereof in accordance with Clause 7.13.

7.17

The Seller shall pay to the Company an amount equal to the Actual Tax Consolidation Receivable (unless at that time such payment obligation has already been fulfilled by the Seller) at the same time any payments are to be made pursuant to Clause 7.13 and upon such payment, the Company shall no longer have any entitlement to claim any amount in respect of the Actual Tax Consolidation Receivable from the Seller or any member of the Retained Group.

7.18

Each of the Seller and the Purchaser shall co-operate and take all steps reasonably required (including, in respect of the Purchaser, exercising its voting rights in the Company) so as to give effect to the matters set out in this Clause 7.

Guarantee

7.19

The Guarantor, as indirect shareholder of the Seller as principal obligor, hereby guarantees to the Purchaser the exact fulfilment by the Seller of its payment obligations pursuant to Clause 7.13 and Clause 7.17 (respectively, the “Guaranteed Obligations” and the “Parent Company Guarantee”), upon the terms set forth in Clauses 7.20 to 7.22, it being understood that this Parent Company Guarantee shall be deemed to be a fideiussione under article 1936 and followings of the Italian Civil Code.

7.20

The Guarantor’s aggregate liability under the Parent Company Guarantee shall be limited to the amounts to be potentially provided by the Seller to the Purchaser pursuant to Clause 7.13(A) and Clause 7.17, as the case may be.

7.21

The Guarantor agrees to pay to the Purchaser upon the Purchaser’s demand, which may be made in writing at any time during the term of this Parent Company Guarantee in the event of the Seller’s breach of the Guaranteed Obligations.

7.22

This Parent Company Guarantee shall remain in full force and effect until the Guaranteed Obligations have been fully performed or satisfied.

Factoring Agreements

7.23

Upon reasonable request of the Purchaser, the Seller shall, and shall procure that the Group will, reasonably assist the Purchaser (or any of its Affiliates) with the activities reasonably required to orderly dissolve any factoring agreements or similar arrangements or instruments, which the Purchaser intends to terminate after Completion. For the avoidance of doubt, nothing in this Clause 7.23 shall oblige the Seller, its Affiliates or, before Completion, the Group to make any payments in connection with any such requested activities.

Seller’s Warranties and Undertakings

8.1

Subject to Clause 9, the Seller warrants to the Purchaser that each of the Warranties is true and correct (i) at the date of this Agreement, as well as (other than the Warranty under paragraph 19 of Schedule 3 (Warranties)) (ii) at Completion as if repeated on the Completion Date, except where a certain Warranty makes specific reference to a different date (including, in respect of paragraphs 3.1, 5.1, 7.2, 7.3, 9.7, 10.2, 14.4 and 15.1), in which case such specific date shall continue to apply to such Warranty. It is understood and agreed for the sake of clarity that at Completion any reference to “at the date of this Agreement” (or analogous expression) stated into any Warranty (other than the warranties expressly mentioned above in this Clause 8.1) shall be deemed substituted with “at Completion”. The Purchaser acknowledges that the Warranties are the only warranties given by the Seller and that the Warranties are given in lieu of all other representations and warranties however provided under any applicable provisions of Law.

8.2

Except in the case of fraud, the Purchaser acknowledges that it does not rely on and has not been induced to enter into this Agreement on the basis of any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever other than the Warranties, and the Seller Indemnification Obligations are the sole remedy in accordance with Clause 9.4. The Purchaser further acknowledges that none of the Seller, any member of the Retained Group, any member of the Group or any of their agents, officers or employees have given any such warranties, representations, covenants, undertakings, indemnities or other statements (other than those given by the Seller under this Agreement).

8.3

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

8.4

To the extent not already done so prior to the date of this Agreement, the Seller shall procure that, by Completion, Feng Mao is capitalised through the injection of a total of EUR 2.6 million, as contemplated pursuant to the Feng Mao Wind Down.

Purchaser’s Remedies and Limitations on Liability

9.1

The Purchaser shall not be entitled to claim that any fact, matter or circumstance causes any of the Warranties (other than the Fundamental Warranties) to be breached if and to the extent that it has been Fairly Disclosed in the Disclosure Letter or in the documents or files in the Data Room or in the Agreement.

9.2

Subject to Completion having occurred and subject to the procedure, conditions and limitations set forth in this Clause 9 and Schedule 4 (Limitations on liability), the Seller hereby agrees to pay to the Purchaser such amount as is required to indemnify and hold the Purchaser and any member of the Purchaser Group harmless for any Loss suffered or incurred by the Purchaser or any member of the Group, which would have not been otherwise suffered or incurred had the Warranties been true and correct as at the date of this Agreement and, as at Completion.

9.3

No liability shall attach to the Seller (i) in respect of any Seller Indemnification Obligation under Clause 9.2 if and to the extent that the limitations set out in Schedule 4 (Limitations on liability) apply, and (ii) in respect of any Seller Indemnification Obligation regarding the Specific Indemnities under Clause 12 if and to the extent that the limitations set out under paragraphs 1, 2, 3, 4 and 5 of Schedule 1 (Indemnities) of the Disclosure Letter apply.

9.4

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

9.5

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

10.

Purchaser’s Warranties and Undertakings

10.1

Subject to Clause 11 (Seller’s Remedies and Limitations on Liability – Purchaser Warranties), the Purchaser warrants to the Seller that, at the date of this Agreement (or, in respect of the Consideration Shares Information Warranty only, as at the date such information is provided to the Seller) and at Completion (in which case, any reference to “at the date of this Agreement” or any analogous wording stated therein shall be deemed substituted with “at Completion”) each of the following warranties (the “Fundamental Purchaser Warranties”) is true and correct:

(A)

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

(B)

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

(C)

no shareholder approval for the contemplated acquisition (including the issue of Consideration Shares) is required under the Purchaser’s constitutional documents, applicable Dutch company law or any other applicable Law;

(D)

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;

(E)

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

(F)

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

(G)

the Consideration Shares will, upon issuance, be duly and validly issued, credited as fully paid and non-assessable free from any Encumbrance (other than: (a) restrictions on transfer under the Transaction Documents and under applicable Laws; and (b) any Encumbrances that are created or imposed by the Seller) and the Consideration Shares will have the same rights as and rank pari passu in all respects with the other outstanding Mytheresa Shares and Mytheresa ADSs and the Consideration Shares will rank equally in full for all dividends and other distributions declared, made or paid on the other outstanding Mytheresa Shares and Mytheresa ADSs, respectively, after the date of issue;

(H)

the performance of all obligations of the Purchaser thereunder, and the issuance of the Consideration Shares, has been taken or will be taken prior to Completion, and the Transaction Documents constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally; and (y) as limited by Laws relating to the availability of specific performance or injunctive relief;

(I)

the Purchaser is not in default in the performance or observance of (and the issue of the Consideration Shares will not constitute a breach of) any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other financial agreement or financial instrument to which it is a party or by which it or any of its properties is bound, except for such defaults that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect. As used in this paragraph, “Material Adverse Effect” shall mean any event, occurrence, fact, circumstance, condition, change or development, individually or together with other events, occurrences, facts, circumstances, conditions, changes or developments, that has had, has, or would reasonably be expected to have a material adverse effect on (a) the business or operations of the Purchaser and its controlled Affiliates (taken as a whole) as presently conducted, or the condition (financial or otherwise), affairs, properties, liabilities, assets or results of operation of the Purchaser and its controlled Affiliates taken as a whole, or (b) the ability of the Purchaser to consummate the transactions contemplated by this Agreement and to timely perform its material obligations hereunder;

(J)

the issue of the Consideration Shares will comply with all applicable Laws and the constitutional documents of the Purchaser;

(K)

other than a registration rights agreement, the Purchaser has not entered into any shareholders’ agreement or any other similar arrangement with MYT Holding LLC;

(L)

the Mytheresa ADSs are registered pursuant to Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed for trading on the NYSE under the ticker symbol “MYTE”. No member of the Purchaser Group has taken any action: (i) to terminate the registration of the Mytheresa ADSs under the Exchange Act; (ii) to delist the Mytheresa ADSs from the NYSE; or (iii) which is reasonably likely to have the effect of the actions in paragraphs (i) or (ii) occurring. No delisting, suspension of trading or cease trade or other order or restriction with respect to the Mytheresa ADSs is pending, in effect, or to the best of the knowledge, information and belief of the Purchaser (having made all reasonable enquiries), has been threatened or is expected to be implemented or undertaken by the U.S. Securities and Exchange Commission (the “SEC”), the NYSE or any other person;

(M)

the Purchaser has sufficient cash or ability to receive funds under its existing finance agreements to meet its expected working capital requirements and to continue to operate its business as a going concern for the twelve (12) month period following the date of this Agreement;

(N)

there exists no matter, fact or circumstance that would constitute a [***] if it occurred after the date of this Agreement; and

(O)

no Insolvency Event has occurred with respect to it or any member of the Purchaser Group; and

(P)

the Consideration Shares Information is true, correct and accurate in all respects and the Consideration Shares to be issued at Completion represent the number of Consideration Shares to be issued pursuant to Clause 5.2 (the “Consideration Shares Information Warranty”)

10.2

Subject to Clause 11 (Seller’s Remedies and Limitations on Liability – Purchaser Warranties), the Purchaser warrants to the Seller that, at the date of this Agreement and at Completion each of the following warranties is true and correct:

(A)

it is not a Sanctioned Person nor is it aware of, or has taken any action directly or indirectly (including by way of a failure to act) that could reasonably be expected to result in, any actual or potential violation of any Anti-Corruption and Anti-Money Laundering Laws or Sanctions Laws;

(B)

the audited accounts of the Purchaser Group as at and for the financial year ended 30 June 2023 and 30 June 2024, as included in the Annual Report on Form 20-F filed with the SEC on, respectively, 14 September 2023 and 14 September 2024 (the “Mytheresa Report and Accounts”) present fairly, in all material respects, the Purchaser Group’s financial position as of 30 June 2023 and 30 June 2024 (as applicable), and the related consolidated statements of operations, comprehensive (loss) / income, changes in equity / (deficit) and cash flows for the financial year ended on 30 June 2023 and 30 June 2024 (as applicable) and have been prepared in accordance with International Financial Reporting Standards as issued by the IFRS as issued by the IASB as at 30 June 2023 and 30 June 2024 (as applicable);

(C)

the published interim and unaudited results of the Purchaser Group for each of the financial quarters ended 31 March 2023, 30 June 2023, 30 September 2023 and 31 March 2024, included within the Q3, FY 2024 Earnings Press Release (the “Mytheresa Group Interim Accounts”) are not misleading, and do not materially misstate the Purchaser Group’s financial position as at 31 March 2023, 30 June 2023, 30 September 2023 and 31 March 2024, and the related statements of operations, comprehensive (loss) / income, changes in equity / (deficit) and cash flows for each the financial quarters ended 31 March 2023, 30 June 2023, 30 September 2023 and 31 March 2024, and have been prepared in accordance with IFRS as at 31 March 2023, 30 June 2023, 30 September 2023 and 31 March 2024 respectively;

(D)

each of the Mytheresa Group Interim Accounts have been prepared in accordance with the accounting policies used in the preparation of the Mytheresa Report and Accounts for each respective period, applied on a consistent basis, to the extent required, by IFRS;

(E)

with respect to the Mytheresa Report and Accounts, any quarterly reports filed with or furnished by the Purchaser to the SEC and each announcement made by or on behalf of the Purchaser to a regulatory information service since the date of publication of the Mytheresa Report and Accounts (“previous reports”), at the date the Mytheresa Report and Accounts were published or, as the case may be, at the date and time such periodic reports were filed with or furnished to the SEC, all statements contained therein (other than expressions of opinion, intention or expectation of the directors of the Purchaser) were true and accurate in all material respects and not misleading in any material respect and all expressions of opinion, intention or expectation of the directors of the Purchaser contained therein were made on reasonable grounds and were truly and  honestly held by the directors of the Purchaser and were fairly based and there were no other facts known to the directors of the Purchaser the omission of which would make any such statement or expression in any of the previous reports misleading in any material respect and all previous reports complied with applicable Law in all material respects; and

(F)

with the exception of the transactions and arrangements contemplated by the Transaction Documents, there is no material fact or circumstance known to the Purchaser which the Purchaser deems material non-public information or which, if disclosed, would be reasonably likely to have a material effect on the price of Mytheresa ADSs;

(G)

As at the illustrative date set forth therein, the illustrative example set out in Schedule 12 (Consideration Shares Calculation) sets out full, complete and accurate details of all outstanding vested and unvested options and awards (including phantom options and awards, restricted stock units and performance stock units) over the Purchaser’s shares, including the aggregate number of shares under such each option and award, the exercise price and the normal vesting date; and

(H)

the contents of the MYTE Data Room have been provided to the Seller and its Representatives by the Purchaser acting in good faith and, as at the date of the Agreement, to the knowledge of the Purchaser there is no material fact that has not been disclosed to the Seller or its Representatives (whether in the MYTE Data Room or otherwise) which could be reasonably expected to cause the Seller to decide to not enter into this Agreement or to do so on materially different terms.

10.3

The Seller acknowledges that the Purchaser Warranties are the only warranties given by the Purchaser and that the Purchaser Warranties are given in lieu of all other representations and warranties however provided under any applicable provisions of Law.

10.4

Except in the case of fraud, the Seller acknowledges that it does not rely on and has not been induced to enter into this Agreement on the basis of any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever other than the Purchaser Warranties, and the Purchaser Indemnification Obligations are the sole remedy in accordance with Clause 11.2. The Seller further acknowledges that none of the Purchaser, any member of the Purchaser Group, any member of the Group or any of their shareholders, agents, officers or employees have given any such warranties, representations, covenants, undertakings, indemnities or other statements (other than those given by the Purchaser under this Agreement).

10.5

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

Other Purchaser Undertakings

10.6

The Purchaser undertakes to comply with the matters set out in Schedule 2 (Other Matters) to the Disclosure Letter.

11.

Seller’s Remedies and Limitations on Liability – Purchaser Warranties

11.1

The Seller shall not be entitled to claim that any fact, matter or circumstance causes any of the Purchaser Warranties (other than the Fundamental Purchaser Warranties) to be breached if and to the extent that it has been Fairly Disclosed in the Purchaser Disclosure Letter or in the documents or files in the MYTE Data Room or in the Agreement.

11.2

Subject to Completion having occurred and subject to the procedure, conditions and limitations set forth in this Clause 11 and Schedule 4 (Limitations on liability), the Purchaser hereby agrees to indemnify and hold the Seller harmless for any Loss suffered or incurred by the Seller or any member of the Retained Group which would have not been otherwise suffered or incurred had the Purchaser Warranties been true and correct as at the date of this Agreement and as at Completion (the “Purchaser Indemnification Obligations”).

11.3

No liability shall attach to the Purchaser in respect of any Purchaser Indemnification Obligation if and to the extent that the limitations set out in Schedule 4 (Limitations on liability) apply.

11.4

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

11.5

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

11.6

The aggregate liability of the Purchaser in respect of all Purchaser Indemnification Obligations (other than in respect of Fundamental Purchaser Warranties) (including any costs, expenses and other liabilities (and any irrecoverable VAT thereon) in connection with the same) shall not exceed EUR 25,000,000.

11.7

The aggregate liability of the Purchaser in respect of all Purchaser Indemnification Obligations (including any costs, expenses and other liabilities (and any irrecoverable VAT thereon) in connection with such Purchaser Indemnification Obligations) shall not exceed the Consideration Shares Value.

11.8

The Purchaser shall not be liable in respect of any single claim under the Purchaser Indemnification Obligations (other than in respect of a Fundamental Purchaser Warranty) and such claim shall be disregarded for all purposes, unless the amount of liability of the Purchaser pursuant to that claim (or series of claims arising from the same or related matters) would (but for this Clause 11.8) exceed EUR 1,000,000.

11.9

The Purchaser shall not be liable pursuant to any Purchaser Indemnification Obligation (other than in respect of a Fundamental Purchaser Warranty) unless the aggregate liability of the Purchaser for all claims under the Purchaser Indemnification Obligations (other than in respect of Fundamental Purchaser Warranties), disregarding claims excluded under Clause 11.8 above, would exceed EUR 4,000,000 in which case the Purchaser shall be liable for the excess only.

12.

Special Indemnities

12.1

Subject to Completion having occurred and to the terms of Clauses 9.3 and 9.4 of this Agreement and Schedule 1 (Indemnities) of the Disclosure Letter, the Seller undertakes to indemnify the Purchaser in cash in respect of the Specific Indemnities on the basis set out in Schedule 1 (Indemnities) of the Disclosure Letter. The Purchaser undertakes to promptly provide or contribute to the Company any such amounts received from the Seller pursuant to the Seller’s obligations in this Clause 12.1.

12.2

The Seller and the Purchaser agree that the obligations of the Seller under this Clause 12 shall be valid and enforceable against the Seller irrespective of any element or circumstance that the Purchaser or any of its Representatives may have become aware of from the negotiations of this Agreement and/or from the documents or files in the Data Room and/or from the Disclosure Letter and/or from any communication by, or discussion with, the Seller or any of its Representatives (including, for the avoidance of doubt, irrespective of any element or circumstance Fairly Disclosed in the Disclosure Letter or in this Agreement).

12.3

Subject to Completion having occurred, the Purchaser shall indemnify, and hold harmless, the Seller and all members of the Retained Group from and against: (i) any Taxes (or payments in respect of Tax) imposed, charged or levied by, or payable to, any Tax Authority in the People’s Republic of China in respect of any capital gains arising in connection with any transaction contemplated or effected by any of the Transaction Documents, and (ii) any payments payable by the Seller or any member of the Retained Group as a result of the failure to comply with any obligations or requirements imposed by any Tax Authority in the People’s Republic of China in connection with any transaction contemplated or effected by any of the Transaction Documents. To the extent that it may be relevant or necessary, the Seller shall reasonably cooperate with the Purchaser for any compliance or provision of documents that may be necessary in connection with any of the Taxes under (i) of this Clause 12.3 or any of the payments under (ii) of this Clause 12.3.

13.

OFS Wind Down

13.1

The Seller shall procure that, until Completion, the Group continues to wind down the OFS Activities in an orderly manner as carried on in the twelve (12) months prior to the date of this Agreement.;

13.2

From Completion, the Purchaser shall procure that the Group, in accordance with the terms of the OFS RIC Agreements, maintains the necessary OFS Services for the benefit of each relevant Seller Affiliate, pursuant to and in accordance with the terms of the OFS Termination Agreements until: (A) the relevant deadlines (both in terms of (i) switch-off date, and (ii) date of completion of the relevant transition activities) set forth thereunder; and (B) in the event of delay (subject to Clause 13.3 below) until no later than [***] (it being understood that the Purchaser shall, if requested by the Seller, consent to such delay, to the extent the relevant extended date does not fall after [***]).

13.3

It remains expressly acknowledged and agreed and understood for the sake of clarity that, from [***], no member of the Purchaser Group (including, for the sake of clarity, the Group) shall in any case be obliged to maintain any OFS Services pursuant to the OFS Agreements save for where, due to the Group’s sole act or omission the transitional services have not completed by such date (in which case such transitional services shall be completed by the Group).

13.4

The Purchaser undertakes that it shall not serve any notice on the parties to any OFS RIC Agreements (without the written consent of the Seller) prior to [***].

13.5

It remains expressly acknowledged and agreed that the Seller shall keep the Purchaser duly and timely updated in relation to any material progress in the OFS Wind Down.

14.

Effect of Completion

Subject to Clause 21 (Announcements and Confidentiality), and without prejudice to paragraph 2 of Part C of Schedule 1 (Completion arrangements), any provision of this Agreement and any other documents referred to in it which is capable of being performed after but which has not been performed at or before Completion and all Warranties and the Purchaser Warranties and covenants and other undertakings contained in or entered into pursuant to this Agreement shall remain in full force and effect notwithstanding Completion.

15.

Restrictive Covenants

Non-solicit

15.1

The Seller undertakes to the Purchaser and its respective successors in title that it shall not, and it will procure that none of the members of the Retained Group shall, directly or indirectly, in the period comprised between the date hereof and the first anniversary of the Completion Date (the “Restricted Period”):

(A)

subject to Clause 15.1(B), solicit, endeavour to entice away or offer to employ or to enter into any contract for services (including in a directorship role) with any person who is (or was), at any time in the period comprised between six (6) months prior to the date hereof and the end of the Restricted Period working for the Group (whether as an employee, director (but excluding any director who as at the date of this Agreement is already an employee of the Retained Group) or consultant or independent contractor) in a senior capacity, whether or not that person would commit any breach of his or her contract by ceasing to work for the Group;

(B)

nothing in Clause 15.1(A) will prevent the Seller or any member of the Retained Group from:

(i)

doing any of the things set out in Clause 15.1(A) in respect of any person who, as at the date of this Agreement, is: (a) exclusively engaged in respect of the OFS Activities; or (b) exclusively engaged by, or working for, Feng Mao;

(ii)

considering and accepting an application made by, and consequently offering a contract for employment or services to, any such person or employee: (a) whose named position includes “Manager”, or equivalent or successor roles of equivalent seniority to what the preceding role represent as at the date of this Agreement, in response to a recruitment advertisement published generally and not specifically directed at the employees of the Group; or (b) (subject to any restrictive covenants therein binding the relevant employee or contractor) in respect of all employees subject to this Clause, who has had their employment or service contract terminated after the date of Completion by a member of the Group; or

(iii)

doing any of the things set out in Clause 15.1(A) with the prior consent of the Purchaser; and

(C)

for the purpose of Clause 15.1(A), references to a person working “in a senior capacity” shall mean a person (whether as an employee or consultant or independent contractor) whose named position includes one of the following titles: (i) CEO; (ii) Chief Officer; (iii) President; (iv) Director; (v) Head of; or (vi) Manager, or equivalent or successor roles of equivalent seniority to what the preceding roles represent as at the date of this Agreement

Non-compete

15.2

The parties acknowledge that Article 2557 of the Code is not applicable in relation to the sale and purchase of the Shares as contemplated in this Agreement.

16.

Remedies and Waivers

16.1

Except as provided in Schedule 4 (Limitations on liability), no delay or omission by any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement or any other documents referred to in it shall:

(A)

affect that right, power or remedy; or

(B)

operate as a waiver of it.

16.2

Except as provided in Schedule 4 (Limitations on liability), the single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not, unless otherwise expressly stated, preclude any other or further exercise of it or the exercise of any other right, power or remedy.

17.

Assignment and Substitution

17.1

Subject to Clause 17.2, 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.

17.2

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

17.3

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

17.4

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

18.

Further Assurance

Insofar as it is able to do so after Completion:

(A)

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

(B)

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

19.

Entire Agreement

19.1

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

19.2

Each party acknowledges and agrees that:

(A)

in entering into the Transaction Documents, it is not relying upon any pre-contractual statement which is not expressly repeated in this Agreement or any other Transaction Documents;

(B)

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

(C)

except as otherwise expressly provided for in this Agreement:

(i)

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

(ii)

its only right or remedy in connection with the Transaction Documents, shall be to seek damages to the exclusion of all other rights and remedies (including, for the avoidance of doubt, any right to rescind or terminate this Agreement in any manner whatsoever); and

(D)

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

19.3

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

19.4

If there is any conflict between the terms of this Agreement and any other Transaction Documents, this Agreement shall prevail (as between the parties to this Agreement and as between any members of the Retained Group on the one hand and any members of the Purchaser Group on the other).

19.5

This Agreement may only be varied in writing signed by each of the parties hereto. For this purpose, a variation to this Agreement shall include any addition, deletion, supplement or replacement, howsoever effected.

20.

 Notices

20.1

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

(A)

be in writing in the English language;

(B)

addressed as provided in Clause 20.2; and

(C)

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

20.2

Notices under this Agreement shall be sent for the attention of the person and to the address, or e-mail address, subject to Clause 20.3, as set out in respect of the Seller and the Purchaser below:

For the Seller:

	Name:	Richemont Italia Holding S.p.A

	For the attention of:	Group CFO, Chief Legal Counsel and Group Mergers & Acquisitions Director

	Address:	Chemin de la Chênaie 50, 1293 Bellevue; Switzerland

	E-mail address:	[***]
		[***]
		[***]

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

	Name:	Slaughter and May

	For the attention of:	[***]

	Address:	Slaughter and May, One Bunhill Row, London, EC1Y 8YY, United Kingdom

	E-mail address:	[***]

	For the Purchaser:

	Name:	MYT Netherlands Parent B.V.

	For the attention of:	Michael Kliger (CEO) and Martin Beer (CFO)

	Address:	Einsteinring 9, 85609 Aschheim/Munich, Germany

	E-mail address:	[***]

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

	Name:	Latham & Watkins

	For the attention of:	[***]

	Address:	Corso Matteotti, 22, 20121, Milan, Italy

	E-mail address:	[***]
		[***]

20.3

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

21.

Announcements and Confidentiality

21.1

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

21.2

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

21.3

Subject to Clauses 21.1, 21.2 and 21.4:

(A)

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

(i)

the provisions of the Transaction Documents; or

(ii)

the negotiations relating to the Transaction Documents;

(B)

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

(C)

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

21.4

Notwithstanding the provisions of Clause 21.3, a party may disclose any such confidential information to its Affiliates or disclose or use any such confidential information if and to the extent:

(A)

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

(B)

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

(C)

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

(D)

required to vest the full benefit of any Transaction Document in that party;

(E)

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

(F)

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

(G)

the Seller or Purchaser (as applicable) has given prior written consent to the disclosure,

provided that any such information disclosed pursuant to Clauses 21.4(A) or (B) shall be disclosed (where not otherwise prohibited by applicable law or regulation) only after notice has been given to the Seller or the Purchaser (as applicable) of such requirement with a view to providing such party with the opportunity to contest such disclosure or use or otherwise agreeing the content and timing of such disclosure.

21.5

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

21.6

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

22.

Costs and Expenses and Stamp Taxes

22.1

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

22.2

The Purchaser shall bear itself any stamp duty, stamp duty reserve tax or other transfer Taxes (including the “Tobin tax”) or registration duties arising in respect of:

(A)

the transfer of the Shares to the Purchaser (including on, or in relation to, any instruments effecting such transfer or any agreement to such transfer); and

(B)

any other matters contemplated or effected by the Transaction Documents (including the issue of the Consideration Shares to the Seller),

and the Purchaser shall indemnify and hold harmless the Seller and any member of the Retained Group accordingly. For the avoidance of doubt, a transfer Tax does not include any Tax assessable on the Seller by reference to any profit or gain made by it on the disposal of the Shares.

23.

Invalidity

If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the Law of any jurisdiction that shall not affect or impair:

(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 Law of any other jurisdiction of that or any other provision of this Agreement.

24.

Choice of Governing Law

This Agreement is to be governed by and construed in accordance with Italian Law. Any matter, claim or dispute arising out of or in connection with this Agreement is to be governed by and determined in accordance with Italian Law.

25.

Arbitration

25.1

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

25.2

The arbitral tribunal shall consist of three (3) arbitrators, appointed in accordance with the above mentioned Rules of Arbitration of the ICC.

25.3

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

25.4

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

25.5

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

25.6

Notwithstanding this Clause 25, the parties hereby submit to the exclusive jurisdiction of the court of Milan (Italy) any legal suit, action or proceeding in connection with this Agreement which may not be settled or resolved by arbitration.

26.

Language

26.1

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

(A)

in English; or

(B)

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

26.2

The receiving party or its agent (as appropriate) shall be entitled to assume the accuracy of and rely upon any English translation of any document provided pursuant to Clause 26.1(B).

Schedule 1

(Completion arrangements)

Part A

(The Seller’s obligations)

[***]

Part B

(Purchaser’s obligations)

[***]

Part C

(General)

[***]

Schedule 2

(Regulatory Conditions)

[***]

Schedule 3

(Warranties)

In this Schedule, in addition to the definitions set out in Clause 1.1:

“Contractor”

means any person who is not an Employee but who provides services to any member of the Group as a self-employed consultant or an independent contractor or indirectly through a personal service company;

“Data Protection Law”

means any Law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding instrument governing data privacy, data protection and/or the Processing of Personal Data, in each case to the extent applicable,from time to time, to any Group Company including the EU GDPR,the UK GDPR, the DPA, the national laws of any EU member state and of the UK which implement the provisions of the e-Privacy Directive 2002/58/EC, including the Privacy and Electronic Communications Regulations 2003, the Hong Kong Personal Data (Privacy) Ordinance, the PRC Cybersecurity Law and the PRC Personal Information Protection Law (in each case as amended,consolidated, re-enacted or replaced from time to time);

“Domain Names”

means those domain names listed in the documents in folder reference 3.2.10.9 in the Data Room;

“DPA”

means the UK Data Protection Act 2018 as amended from time to time;

“EHS Consents”

means any permit, licence, consent, registration, allowance,approval, exemption, or other authorisation relating to EHS Matters and required by or under any EHS Laws for the operation of the Group’s business (including, for the avoidance of doubt, the use by a Group Company of any real property);

“EHS Laws”

means all applicable Laws, statutory guidance notes, by-laws, codes of practice, and any final and binding court, tribunal or other official decision of any Governmental Entity, that is binding on a party,insofar as they relate or apply to EHS Matters from time to time;

“EHS Matters”

means matters relating to: (a) human health, safety and welfare; (b) the protection of the Environment arising out of (i) the use or exploitation of any environmental or natural resources and/or any Hazardous Substances, (ii) matters concerning the use, re-use, recycling and availability of raw materials for the activities of the Group (including any conflict minerals) and (iii) the activities of marketing, selling and distributing products (including any restriction on the use of certain substances in such products, any take back schemes that apply to the Group and its products) and (c) any 72 modern slavery and child labour matters that are applicable to the Group’s supply chain, in each case as carried out by the Group as at the date of this Agreement;

“Environment”

means all or any of the following media (alone or in combination): air (including the air within buildings or other natural or man-made structures whether above or below ground); water (including water under or within land or in drains or sewers); land (including buildings); and any living organisms supported by such media;

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended;

“ERISA Affiliate”

means each entity that is treated as a single employer with the Company for purposes of U.S. Code §414;

“EU GDPR”

means the General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016;

“Group Benefit Plan”

means any incentive, bonus, deferred or variable remuneration,commission, pension, sick pay, health, medical, disability, retention,termination, redundancy, severance, change in control, equity-based compensation and other written plan, policy, agreement or arrangement providing compensation or benefits to any Employee or former Employee (or to any dependent or beneficiary thereof) as at the date of this Agreement, including the YNAP Retention Plans and those plans summarised in document reference 3.2.5.14.5 in the Data Room, but excluding, for the avoidance of doubt, any Labour Agreement;

“Group Management Accounts”

means the proforma unaudited consolidated management accounts of the Group (including Feng Mao) comprising the balance sheet,profit and loss account and cash flow statement, as at and for the financial years ended 31 March 2023 as set out in document reference 1.1.3.1 in the Data Room and 31 March 2024 as set out in document reference 1.2.1.2.1.4 in the Data Room;

“Hazardous Substances”

means any wastes, pollutants, contaminants (including asbestos,PCB, PCT, CFC), or other hazardous or toxic natural or artificial substances (whether in the form of a solid, liquid, gas or otherwise and whether alone or in combination with any other material or substance) which are used or discharged in the operations of the Group and which are capable of causing harm or damage to the Environment;

“Information Technology”

means all software, hardware, firmware, networks, switches,endpoints, platforms, servers, storage, interfaces, applications, websites and related information technology systems, and all electronic connections between and among them;

“Insurance Policies”

has the meaning given in paragraph 15.1 of this Schedule 3 (Warranties);

“Intellectual Property Rights”

means all intellectual property rights of any nature, including rights in patents, inventions (whether patentable or not), utility models,trademarks, service marks, logos, getup, trade names, domain names, copyright (including rights in computer software), registered designs, design rights, the benefit of contractual waivers of moral rights, databases and collections of data, topography rights,confidential information and knowledge (including Know-how), 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;

“Know-how”

means formulae, discoveries, improvements, processes, trade secrets, techniques, specifications, technical information, market information, methods, tests, reports, component lists, manuals,instructions, drawings and information relating to customers and suppliers, in each case used by the Group and relating to the Group’s business;

“Labour Agreement”

means any consultation, recognition, wage bargaining or other collective bargaining or similar labour agreement, arrangement or understanding between any member of the Group and any trade union, staff association or other employee representative body;

“Leases”

means the leases, service agreements or other occupational licences or agreements relating to the Properties, as provided in folder reference 3.2.6.2 in the Data Room (and “Lease” means any one of such documents set out therein);

“Material Contracts”	means any contracts, agreements and licences entered into as at the date of this Agreement with:

	(a)	suppliers of services or goods to any Group Company (excluding product suppliers) listed in document reference 3.2.3.2.1.1 in the Data Room:

	(b)	the product suppliers for YNAP Luxury and YNAP Fashion as identified in document reference 3.2.3.1.1.1 in the Data Room, in each case based on the standard terms and the bespoke terms referred to in that document (the “Product Supply Contracts”); and

	(c)	all OFS Agreements in full force and effect at the date of this Agreement,

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

“Mr Porter”	means the online multi-brand store currently operated by the Group under the “Mr Porter” brand (and any successor brand thereto and, where relevant, the regional version of such store);

“Net-A-Porter”	means the online multi-brand store currently operated by the Group under the “Net-A-Porter” brand (and any successor brand thereto and, where relevant, the regional version of such store);

“Occupational Interests”	means those third-party occupational leases and licences or other third party occupational interests in the Properties;

“Personal Data”	has the meaning given to it in the UK GDPR;

“Privacy Commitments”	has the meaning given in paragraph 8.1 of this Schedule 3 (Warranties);

“Processing”	has the meaning given to it in the UK GDPR, and “Process” and “Processed” shall be construed accordingly;

“Properties”	means the land and buildings, particulars of which are set out in document reference 3.2.6.1.2 in the Data Room (and “Property” means any one of them);

“Registered Intellectual Property Rights”	means, with regard to an Intellectual Property Right, where: (a) an application for registration of that right is pending with or (b) that right has been registered or filed with or issued under the authority of, in each case, a relevant Governmental Entity;

“Relevant Company”	means a Group Company that is listed in the definition of Statutory Accounts;

“Senior Employee”	has the meaning given in paragraph 10.1 of this Schedule 3 (Warranties);

“Source Code”	means, in relation to any computer software or application, a human- readable version of that software or application in the language in which it was programmed together with such technical information and documentation necessary to enable a reasonably skilled programmer to understand, modify, correct, maintain and support the software or application;

“Systems”	means the Information Technology owned, operated or used by the Retained Group or the Group as at the date of this Agreement and which are material to the operation of the business of the Group;

“Tax Return”	means any tax returns, declarations, reports, notice, computations, statements, assessments (including self-assessment) including any schedule, supplement or attachment thereto, or any amendment thereof that have, or should have, been submitted by a Group Company to any Tax Authority;

“Technical and Organisational Measures”	means the technical and organisational measures, including the maintenance of appropriate data protection policies and procedures, to protect 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 Personal Data to be protected as required by applicable Data Protection Law;

“The Outnet”	means the online multi-brand store currently operated by the Group under the brand “The Outnet” (and any successor brand thereto and, where relevant, the regional version of such store);

“UK GDPR”	means the EU GDPR in such form as incorporated into the Law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and any regulations thereunder;

“WARN Act”	has the meaning given in paragraph 10.9 of this Schedule 3 (Warranties);

“YNAP Fashion”	means YOOX and The Outnet;

“YNAP IP”	means the Intellectual Property Rights used in connection with the operation of the business of the Group;

“YNAP Luxury”	means Mr Porter and Net-A-Porter; and

“YOOX”	means the online multi-brand store currently operated by the Group under the “YOOX” brand (and any successor brand thereto and, where relevant, the regional version of such store).

1.            Capacity

1.1

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

1.2

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

1.3

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

1.4

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

1.5

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

2.            Shares

2.1

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

2.2

The Shares are fully paid and free from all Encumbrances and the Seller has not entered into any agreement or arrangement to create any future Encumbrance on the Shares.

2.3

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

2.4

The Company or a Subsidiary is the sole legal (save for E-LUX Middle East Holding Ltd given the local legal trustee structure in place at the date of this Agreement) and beneficial owner of the whole allotted and issued share capital of each of the Subsidiaries and all such shares have been fully paid up and are free from all Encumbrances.

2.5

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

2.6

Save for as set out in this Agreement under Clause 4.16, there is no agreement, arrangement or obligation requiring the creation, allotment, issue, sale, transfer, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the allotment, issue, sale, transfer, redemption or repayment of, a share in the capital of any of the Subsidiaries (including an option or right of pre-emption or conversion).

2.7

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

2.8

Each of the Material Group Companies is duly incorporated and organised and validly existing under the Laws of its respective jurisdictions of incorporation and have full power and authority to conduct their business as currently conducted.

3.            Constitutional and corporate documents

3.1

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

3.2

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

3.3

Save as affected by the transactions contemplated under the Transaction Documents, the details of the Company set out at Attachment 1 and the Subsidiaries set out at Appendix 3 of the Disclosure Letter are true and correct.

3.4

Each of the Group Companies (other than the Material Group Companies, which are already covered by the warranty under paragraph 2.8 above) is duly incorporated and organised and validly existing under the Laws of its respective jurisdictions of incorporation and have full power and authority to conduct their business as currently conducted.

4.            Accounts

4.1

The Statutory Accounts:

(A)

have been prepared in accordance with the Accounting Principles and applicable Laws using bases, practices, methods and estimation techniques consistent with those used in the preceding two (2) financial years; and

(B)

show a true and fair view of the state of affairs of the relevant Group Company at 31 March 2023 and at 31 March 2024 (as applicable) and of the profit and losses of such Group Company for the financial year ended on 31 March 2023 and on 31 March 2024 (as applicable).

4.2

The Group Management Accounts:

(A)

have been prepared in good faith with reasonable care and attention in line with the Compagnie Financière Richemont SA group reporting policies, which are in accordance with IFRS and on a basis consistent with the Group Management Accounts for the respective immediately prior period;

(B)

contain information which has been included in the audited consolidated audited accounts for Compagnie Financière Richemont SA for the relevant period and have been reconciled to the Compagnie Financière Richemont SA group reporting; and

(C)

do not materially misstate: (i) the assets and liabilities of the Group as a whole at 31 March 2024 and at 31 March 2023 (as applicable); (ii) the cash flows of the Group as a whole for the financial year ended on 31 March 2024 and the financial year ended 31 March 2023 (as applicable); and (iii) the profit and losses of the Group as a whole for the financial year ended on 31 March 2024 and the financial year ended 31 March 2023 (as applicable).

4.3

The reporting packages of YNAP Corporation for the financial years ended on 31 March 2023 and on 31 March 2024 for purposes of group reporting:

(A)

have been prepared in line with the Compagnie Financière Richemont SA group reporting policies, which are in accordance with IFRS and on a basis consistent with the respective previous period’s reporting packages of YNAP Corporation (i.e. financial year ended 31 March 2022); and

(B)

do not materially misstate: (i) the assets and liabilities of the YNAP Corporation as a whole at 31 March 2024 and at 31 March 2023 (as applicable); (ii) the cash flows of the YNAP Corporation as a whole for the financial year ended on 31 March 2024 and the financial year ended 31 March 2023 (as applicable); and (iii) the profit and losses of the YNAP Corporation as a whole for the financial year ended on 31 March 2024 and the financial year ended 31 March 2023 (as applicable).

4.4

Since 31 March 2024:

(A)

the business of the Group as a whole has been carried on, in all material respects, in the ordinary and usual course and in the same manner (including nature and scope) without any interruption; and

(B)

no Group Company:

(i)

has made, or agreed to make, capital expenditure exceeding in total €50,000,000 or incurred, or agreed to incur, a commitment (or series of connected commitments) involving capital expenditure exceeding in total €50,000,000;

(ii)

has declared, made or paid any distribution of capital or income;

(iii)

has repaid or redeemed any share or loan capital or agreed to any such repayment or redemption; and

(iv)

has changed its accounting reference date.

Contracts

5.1

As at the date of this agreement, copies of all Material Contracts have been disclosed in the Data Room and such copies are complete and accurate in all material respects.

5.2

No Material Contract within (a) or (b) of such definition:

(A)

is subject to a termination right exercisable by the third-party counterparty as a result of the transactions contemplated by this Agreement;

(B)

is incapable of termination in accordance with its terms by the relevant member of the Group on ninety (90) days’ notice or less;

(C)

is expressed to be of three years or greater duration; or

(D)

materially limits or excludes the ability of the Group to carry on its business in any area of the world in such manner as it may think fit or, so far as the Seller is aware, materially limits or excludes the ability of the Group to compete in any field with any person.

5.3

No Material Contract:

(A)

relates to matters not within the ordinary and usual course of business;

(B)

is unable to be readily fulfilled or performed by the Group in accordance with its terms without undue or unusual expenditure or effort;

(C)

is an agreement which any member of the Retained Group (or any director of such member of the Retained Group) is interested or from which any such person takes benefit (directly or indirectly); or

(D)

is entered into otherwise than on an arm’s length basis.

5.4

In relation to each of the Material Contracts, so far as the Seller is aware:

(A)

each such Material Contract is valid and binding on the parties to it and lawful;

(B)

there are no existing grounds for its invalidity, termination (other than for convenience), avoidance, rescission or repudiation or, as a result of the transactions contemplated under this Agreement, for a material change to the terms of the relevant Material Contract;

(C)

no party to a Material Contract has given written notice in the two (2) years prior to the date of this Agreement to terminate it nor has sought to rescind, repudiate or disclaim it nor has any party sought to suspend its performance (for whatever reason);

(D)

there are and in the last two (2) years prior to the date of this Agreement have been no written notices sent or received by any Group Company of any material breach, disputes or proceedings arising out of in connection with any Material Contract;

(E)

no party to a Material Contract is in material breach of it and there are no circumstances likely to give rise to any Group Company being in material breach of it; and

(F)

other than under the OFS Agreements, OFS Services are not provided to any other person.

6.            Insolvency

6.1

Save in respect of any frivolous or vexatious proceedings, no order has been made, petition presented or resolution passed for the winding up of the Seller, or for the appointment of any provisional liquidator over the Seller (or equivalent in the jurisdiction of its incorporation) (or other process whereby the Seller’s business is terminated and the assets are distributed amongst the creditors and/or shareholders or other contributors), and there are no cases or proceedings against the Seller under any applicable insolvency, reorganisation or similar Laws in any jurisdiction.

6.2

Save in respect of any frivolous or vexatious proceedings, no Material Group Company has been declared bankrupt, has started or is subject to any insolvency, pre-insolvency (meaning “composizione negoziata della crisi” and any other “strumento di regolazione della crisi e dell’insolvenza”, or analogous procedure under other jurisdictions) procedure or to liquidation procedures of any kind, whether voluntary or commenced by any third party or any Governmental Entity.

6.3

No order has been made, no petition presented, no notice given, no meeting has been convened to consider or approve and no resolution has been passed for the winding-up or for the appointment of any provisional liquidator or receiver over a Material Group Company (or equivalent in the jurisdiction of its incorporation) (or other process whereby a Material Group Company’s business is terminated and the assets of such Material Group Company are distributed amongst the creditors and/or shareholders or other contributors), and, save in respect of any frivolous or vexatious proceedings, there are no cases or proceedings under any applicable insolvency, reorganisation or similar Laws in any relevant jurisdiction, in each case in relation to any Material Group Company.

6.4

No statutory moratorium is in force nor has any step been taken or procedure commenced with a view to entering into such moratorium in respect of any Material Group Company.

7.            Intellectual property

7.1

So far as the Seller is aware, the Group either wholly owns legally and beneficially free from Encumbrances, or has a licence to use, all the YNAP IP.

7.2

All Registered Intellectual Property Rights owned or applied for by a Group Company as at the date of this Agreement have been disclosed in the Data Room and all renewal, application and other official registry fees due to date have been paid in full in respect of such Registered Intellectual Property Rights.

7.3

In respect of the material licences granted to or by any Group Company as at the date of this Agreement in respect of any YNAP IP (but excluding any contracts, agreements, licences and other contractual arrangements which relate to Information Technology):

(A)

all such licences are disclosed in the Data Room;

(B)

no Group Company has received or served, during the last twenty-four (24) months prior to the date of this Agreement, a written notice of any disputes or proceedings alleging that the terms of such licences have been breached;

(C)

no written notice of termination has been received or served by a Group Company in respect of such licences during the last twenty-four (24) months prior to the date of this Agreement;

(D)

no such licence is liable to be terminated by the third party counterparty as a result of the transactions contemplated by this Agreement; and

(E)

so far as the Seller is aware:

(i)

each such licence is valid, binding on the parties to it and lawful; and

(ii)

there are no grounds on which such licences might be terminated.

7.4

Save for any new domain names registered by a Group Company after the date of this Agreement (and which are owned by a Group Company free from Encumbrances):

(A)

the Domain Names are the domain names used in connection with the business of the Group (but not including the domain names of the businesses of the Retained Group and the domain names used in the context of the OFS Activities);

(B)

no member of the Group owns any other domain names used in connection with the business of the Group;

(C)

a member of the Group is the registrant of the Domain Names;

(D)

the Domain Names are not subject to any Encumbrances or any agreement that restricts their use, disclosure, licensing or transfer; and

(E)

all renewal, application and other official registry fees and steps required for the maintenance of the Domain Names have been paid or taken on a timely basis.

7.5

So far as the Seller is aware:

(A)

no Group Company has infringed or misappropriated the Intellectual Property Rights of any third party during the last twenty-four (24) months;

(B)

the use by the Group of the YNAP IP in relation to the Group’s business has not infringed or misappropriated the Intellectual Property Rights of any third party during the last twenty-four (24) months; and

(C)

no YNAP IP has been infringed or misappropriated by a third party during the last twenty-four (24) months,

in each case, which has had, is having, or is reasonably likely to have, a material adverse effect on the business of the Group.

7.6

In the last twenty-four (24) months prior to the date of this Agreement:

(A)

no notice of formal proceedings or material allegation in writing has been received by any Group Company that the Group’s operation of the business of the Group is, or may be, infringing, misusing or misappropriating any third party Intellectual Property Rights or which otherwise challenges the validity, ownership or rights to use any of the YNAP IP in the operation of the business of the Group; and

(B)

other than routine notice and take-down requests, no member of the Group has notified formal proceedings to any third party or, so far as the Seller is aware, otherwise alleged in writing that the third party is, or may be, infringing or misappropriating any YNAP IP.

7.7

The YNAP IP constitutes all registered Intellectual Property Rights, material unregistered Intellectual Property Rights and, so far as the Seller is aware, other unregistered Intellectual Property Rights necessary for the carrying on of the business of the Group in substantially the same manner in which it is carried on as at the date of this Agreement.

7.8

So far as the Seller is aware, the Group has not disclosed to any person any confidential information relating to the business of the Group:

(A)

whereby such disclosure has had (or is having, or is reasonably likely to have) a material adverse effect on any Group Company; and

(B)

where such disclosure was made other than: (i) subject to an agreement under which the recipient is subject to an obligation of confidentiality; and (ii) in the ordinary course of business of the Group.

8.            Privacy and data protection

8.1

The Group and, so far as the Seller is aware, each third party Processing Personal Data on behalf of the Group in respect of that Personal Data only, has in the past three (3) years complied in all material respects with: (i) all Data Protection Laws; (ii) all existing and current written contractual commitments related to the Processing of Personal Data; and (iii) all privacy notices provided to data subjects (together, the “Privacy Commitments”).

8.2

The Group has not in the past three (3) years, in the operation of the business of the Group, used or disclosed Personal Data in material violation of the Privacy Commitments (for the avoidance of doubt, violation of the Privacy Commitments shall not include where such use or disclosure was in compliance with Data Protection Laws, or was in response to a request or an order by a Governmental Entity in compliance with Data Protection Laws).

8.3

The Group has not in the past three (3) years:

(A)

prior to the date of this Agreement, received any written notice, claim or other written communication from any person; or

(B)

been required to pay any fine or compensation to any person,

regarding any actual or alleged material violation of, or failure to comply with, the Privacy Commitments.

8.4

In relation to the business of the Group, in the past three (3) years, no member of the Group has: (i) suffered any Personal Data breach that required a notification or communication to a Governmental Entity and/or data subject under Data Protection Laws; or (ii) received any written communication, request, notice of investigation or enforcement action from, nor been the subject of an order or judgement by, a Governmental Entity in respect of an actual or alleged breach of Data Protection Laws.

8.5

The Group has taken commercially reasonable measures to protect the confidentiality, integrity, security and availability of all Personal Data used in the business of the Group, including by implementing appropriate Technical and Organisational Measures and, within the three (3) years prior to the date of this Agreement, there have been no material breaches of the confidentiality, integrity, security and availability of all Personal Data used in the business of the Group, or unauthorised access to or uses of the same.

9.            Information technology

9.1

The Group either owns legally and beneficially free from Encumbrances or has a valid licence to use all of the Systems (excluding any Intellectual Property Rights subsisting in such Systems).

9.2

The Systems have sufficient capacity for, and perform to a standard sufficient to meet, the existing needs of the business of the Group and are in satisfactory working order.

9.3

In the twenty-four (24) months prior to the date of this Agreement:

(A)

in order to operate the Systems, the Group has (or has access to) technically competent personnel in the field; and

(B)

the Systems:

(i)

have been properly maintained by technically competent personnel;

(ii)

have not suffered any material failure; and

(iii)

have not been subject to any security breaches or any unauthorised disclosures of or access to data (excluding personal data),

which, in either of (B)(ii) or (B)(iii), have had (or are having) a material adverse effect on the Systems as a whole, on any Group or on the business of the Group.

9.4

All proprietary Source Code and other software which are material to the operation of the business of the Group have not (in whole or in part) triggered the terms of any open source (or similar) licence or any contractual obligation that would require the Group to divulge to any person such Source Code or software (or any part thereof).

9.5

No Systems owned by the Group contain any program routine, device, or other undisclosed feature, including a time bomb, virus, software lock, back door, drop-dead device, termination logic, malicious logic, worm, Trojan horse, bug, error, defect, ransomware or trap door, that:

(A)

has had (or are having) a material adverse effect on the Systems as a whole, or on the business of the Group; and

(B)

so far as the Seller is aware, is capable of:

(i)

(i) deleting, (ii) disabling, (iii) deactivating, (iv) interfering with, or (v) otherwise harming such Systems; or

(ii)

producing modifications not authorised by the Retained Group or Group.

9.6

In the last twenty-four (24) months, the Group has provided to all Employees and to all persons who are permitted to access the Systems: (i) security training for ensuring the security and integrity of the Systems; and (ii) information security policies, each in accordance with good industry practice (including in relation to off-site working where applicable).

9.7

The Group has practices in place to enable the business of the Group to respond to and redress any disaster, intrusion, failure or other disruption which may have a material adverse effect on the Systems as a whole or on the business of the Group. Details of such practices as at the date of this Agreement are included in the Data Room.

10.            Personnel

10.1

Since 31 March 2024, no material change has been made, announced or proposed to the emoluments, benefits or other terms of engagement of any Employee who is entitled to emoluments at an average annual rate over the last three (3) financial years in excess of €300,000 per annum (each a “Senior Employee”), and no such material change is due after the date of this Agreement, and the employing company is under no obligation to make such a change (with or without retrospective operation), save in relation to changes: (A) agreed by the relevant employing company before 31 March 2024; or (B) required by applicable Law or Labour Agreements. The Senior Employees are employed by the Group and work exclusively for the Group and, to the Seller’s knowledge, no Senior Employee has been given or received notice of termination, resignation or dismissal. No offer of employment has been made and remains outstanding to any individual who if employed would be a Senior Employee.

10.2

The Data Room contains materially correct and complete, in each case as at the date of this Agreement:

(A)

copies of the standard terms and conditions of employment applicable to Employees;

(B)

a list of all Group Benefit Plans; and

(C)

details of each material Group Benefit Plan including, as applicable, copies of: (i) the most recent annual report and actuarial report, (ii) most recent annual report on Form 5500 required to be filed with the U.S. Internal Revenue Service with respect to each Group Benefit Plan intended to qualify under Section 401 of the U.S. Code, (iii) the most recent determination or opinion letter received from the U.S. Internal Revenue Service with respect to each Group Benefit Plan intended to qualify under Section 401 of the U.S. Code, and (iv) the governing documentation or summary plan description.

10.3

Each Group Benefit Plan (and each related trust, insurance contract or fund) has been materially maintained, funded and administered in accordance with the terms of such Group Benefit Plan and, so far as the Seller is aware, complies in form and in operation in all material respects with the applicable requirements of Laws.

10.4

No member of the Group has or, to the Seller’s knowledge, could have any material liability with respect to misclassification of any former or current Contractor as an independent contractor, consultant or equivalent rather than as an employee or worker or of any current or former exempt Employee rather than as non-exempt.

10.5

The execution, delivery and performance of or consummation of the transactions contemplated by this Agreement, either alone or in combination with any related event or transaction, will not:

(A)

entitle any current or former Employee or Contractor, or dependant or beneficiary thereof to any compensation or benefit;

(B)

accelerate the time of payment or vesting of any compensation or benefits; or

(C)

increase any payments, benefits or other rights to any current or former Employee or Contractor, or dependant or beneficiary thereof; or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the U.S. Code).

10.6

All compensation due to Employees or Contractors as at the date of this Agreement or as at Completion (as applicable) has been paid by the relevant Group Companies. There are no sums owing to or from any former or current Employee or Contractor. There have been no wage and hour claims by Employees in the last five years for having their time improperly rounded.

10.7

So far as the Seller is aware, no member of the Group has any material liability in connection with the violation of applicable statutory provisions in favour of Employees relating to annual leave, sick leave, public holidays and termination of employment agreements during the probationary period.

10.8

There is no Labour Agreement in force, proposed or requested. No member of the Group is bound by or negotiating or under a legal obligation to negotiate a Labour Agreement. No member of the Group has at any time in the past two (2) years been involved in any strike, work stoppage, slowdown or other industrial or trade dispute or negotiation with a trade union, staff association or other employee representative body and there is nothing to give rise to such a claim. There are and have been no material union organization efforts by or of Group employees. The execution of this Agreement and the consummation of the transactions contemplated hereby will not trigger notice, consent, or consultation obligations with respect to any labour or trade union, staff association, works council, or other employee representative body.

10.9

No Employee transferred into employment in the past two (2) years with a member of the Group pursuant to the Acquired Rights Directive 2001/23/EC or similar local legislation (a “Relevant Transfer”) and so far as the Seller is aware, no Employee or former Employee based in the UK has previously transferred to any Group Company pursuant to a Relevant Transfer at any time who, prior to the Relevant Transfer, was a member of a defined benefit pension scheme arrangement.

10.10

All Employees whose employment has been terminated by NAPG since 1 January 2024 have entered into a legally binding settlement agreement containing a full and final release of all contractual and statutory claims (including for failure to comply with section 188 of the Trade Union and Labour Relations (Consolidation) Act 1992) against NAPG and any other Group Company.

10.11

(A)

In the last twelve (12) months no member of the Group has made any plant closings, mass layoffs, or other collective redundancies within the meaning of such terms in the relevant jurisdiction (including the Worker Adjustment and Retraining Notification Act of 1988 of the United States and similar U.S. state Laws, the “WARN Act”);

(B)

in the last six (6) months no member of the Group has carried out any furloughs, material reductions in hours, or layoffs, which, if continued in the aggregate would trigger notice obligations under the WARN Act; and

(C)

so far as the Seller is aware, no member of the Group has any plans to undertake any such plant closings, mass layoffs or other redundancies that would trigger notice obligations under the WARN Act.

10.12

No member of the Group has ever operated, sponsored or participated in a defined benefit pension plan or has, in the last six (6) years, been “connected with” or an “associate of” (as those terms are used in the Pensions Act 2004 of the United Kingdom) a defined benefit pension plan established for UK-based employees.

10.13

Each Group Benefit Plan intended to be tax qualified in the relevant jurisdiction is so qualified and, so far as the Seller is aware, no circumstances have occurred that would reasonably be expected to result in the loss of tax qualified status of the Group Benefit Plan.

10.14

So far as the Seller is aware, all benefits, contributions, obligations and premiums relating to each Group Benefit Plan that were due prior to the date of this Agreement have been paid in accordance with the terms of such Group Benefit Plan and all benefits accrued under any unfunded Group Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, applicable accounting principles, the terms of such Group Benefit Plan and applicable Law.

10.15

No Group Benefit Plan is, and neither Seller nor any of its ERISA Affiliates has at any time sponsored, maintained or contributed to (or been obligated to contribute to) or had any liability with respect to: (i) an employee benefit plan subject to Title IV of ERISA or Section 412 or 430 of the U.S. Code or Part 3 of Subtitle B of Title I of ERISA, or (ii) a “multiemployer plan” within the meaning of Section 3(37) of ERISA, (iii) a “multiple employer plan” within the meaning of Section 4063 or 4064 of ERISA, (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA, or (v) a “voluntary employee benefit association” within the meaning of Section 501(a)(9) of the U.S. Code.

10.16

No Group Benefit Plan provides health or other welfare benefits after retirement or other termination of employment (other than for continuation coverage required under Section 4980(B)(f) of the U.S. Code or equivalent provision under any other applicable Laws), and no circumstances exist that could result in the Group becoming obligated to provide any such benefits.

10.17

Each Group Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the U.S. Code is currently materially operated and maintained in operational and documentary compliance with Section 409A of the U.S. Code and all U.S. Internal Revenue Service guidance promulgated thereunder.

11.            Real estate

11.1

No Group Company owns any Property, and the Properties comprise, as at the date of this Agreement, all of the land and buildings leased, used or occupied by a Group Company for the operation of the business of the Group.

11.2

Each Lease is in good standing and is valid, binding and enforceable in accordance with its respective terms, and the relevant Group Company under each Lease is solely legally and beneficially entitled to and is in exclusive occupation and possession of each Property (subject to any Occupational Interests) and has good and marketable title to each of the relevant Lease.

11.3

So far as the Seller is aware:

(A)

no Group Company has any liability (whether actual or contingent) as tenant, guarantor, covenantor or otherwise arising from or relating to any estate, interest or right in any real property other than the Properties;

(B)

no Group Company has any right of ownership, right of use, option, right of first refusal or contractual obligation to purchase or lease, or any other legal or equitable right, estate or interest in any real properties other than the Properties;

(C)

the Leases are free from any Encumbrance;

(D)

no outgoings other than business rates, water rates or utilities (all of which have been paid as and when they became due) and no material item of expenditure have been incurred in the past twelve (12) months or, so far as the Seller is aware, are planned to be incurred in the next twelve (12) months in relation to any Property by any Group Company, or, so far as the Seller is aware, by the landlord under any Leases, which in each case is recoverable from or payable by a Group Company; and

(E)

no Group Company has received written notice of any matter which would prevent the relevant Group Company from carrying on its existing business from the relevant Property in materially the same manner and at materially the same cost as at present.

11.4

The current use in respect of each of the Properties is the permitted lawful use under the applicable Law.

11.5

In relation to each of the Leases and each of the Occupational Interests:

(A)

all rents, licence fees, insurance, service charge and other monies due and payable under them have been paid;

(B)

no Group Company has failed to observe and perform in all material respects any covenants, restrictions, stipulations and other Encumbrances, and no written notices of breach have been received by or served on a Group Company in respect of the same;

(C)

there are no rent reviews outstanding materially beyond their due date under the relevant Lease, or otherwise in progress or deferred;

(D)

no collateral assurances, waivers, undertakings or concessions have been made or entered into by a Group Company, other than in the ordinary course of business;

(E)

in the past two (2) years, no Group Company has failed to observe and perform in all material respects any covenants contained in the Leases and Occupational Interests and, in the two (2) years prior to the date of this Agreement, no Group Company has served a notice of material breach on a counterparty of any Leases or Occupational Interests in respect of a counterparty’s covenants in the same; and

(F)

all consents required for the grant of each of the Leases and Occupational Interests have been obtained by a Group Company.

11.6

All title deeds and documents which are necessary to prove a Group Company’s title to each of the Properties are in the possession or under the control of a Group Company.

11.7

All break notices served by any Group Company in respect of any of its leases for Material Offices and Warehouses have been validly served, if any, in accordance with the terms of the relevant leases.

12.            Transactions with the Retained Group

12.1

Save as contemplated by this Agreement, there is no outstanding indebtedness or other liability (actual or contingent) and no outstanding contract, commitment or arrangement between a Group Company and the Retained Group or any of its Representatives (save for ordinary course cash pooling, tax consolidation arrangements, product and services supply or trade debts).

12.2

Neither the Seller nor any other member of the Retained Group has assigned to any person the benefit of a claim against any of the Group Companies to which the Seller or another member of the Retained Group would otherwise be entitled.

13.            Litigation and compliance with Law

13.1

No Group Company is at present engaged whether as claimant, defendant or otherwise in any legal action, proceeding or arbitration which is material in the context of the business of the Group taken as a whole (other than as claimant in the collection of debts arising in the ordinary course of the business) and has a claim value of at least €500,000.

13.2

So far as the Seller is aware, no material litigation, arbitration or other dispute resolution process, or administrative or criminal proceedings by or against any member of the Group is pending or threatened which has a claim value of at least €500,000.

13.3

So far as the Seller is aware, no Group Company nor any of their respective directors, employees, agents, representatives or any other person acting on a Group Company’s behalf is engaged (in such capacity) in any conduct, activity or omission which would constitute material non-compliance with, or an offence under, any Anti-Corruption and Anti-Money Laundering Laws.

13.4

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

13.5

Each Group Company has maintained procedures which are designed to ensure compliance with Anti-Corruption and Anti-Money Laundering Laws by each Group Company and any of their respective directors, officers, employees, agents, representatives or any other person acting on a Group Company’s behalf.

13.6

The Group has at all times maintained complete and accurate books and records required by Law, including records of payments to any agents, consultants, representatives, third parties, and Government Officials in accordance with generally accepted accounting principles.

13.7

Each Group Company has, for the past four (4) years:

(A)

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

(B)

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

(C)

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

(D)

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

13.8

No Group Company nor, so far as the Seller is aware, any shareholder, director, officer, or employee or agent of a Group Company is:

(A)

a Sanctioned Person;

(B)

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

(C)

engaged in transactions, dealings, or activities that might reasonably be expected to cause such person or any Group Company to become a Sanctioned Person or that will expose the relevant Group Company to any materially adverse or restrictive measures being imposed against it under any Sanctions Laws or Trade Control Laws.

14.            Environment, Health & Safety

14.1

Each Group Company has obtained, and in the past three (3) years has been materially in compliance with, all EHS Consents. All EHS Consents are in full force and effect and, so far as the Seller is aware, there are no facts, matters or circumstances (including the transaction contemplated under this Agreement) that are reasonably likely to lead to the revocation, suspension, material variation or non-renewal of any EHS Consent.

14.2

So far as the Seller is aware, as at the date of this Agreement or Closing (as applicable), in respect of the Group, no material expenditure is:

(A)

required to comply with EHS Laws;

(B)

required to comply with the EHS Consents; or

(C)

proposed in relation to any EHS Matters,

and, so far as the Seller is aware, there are no circumstances reasonably likely to give rise to such material expenditure.

14.3

So far as the Seller is aware, no Group Company has any material liability under EHS Laws in relation to any real property former owned, occupied, or used by any Group Company or in connection with the Group’s business.

14.4

So far as the Seller is aware, all material reports and audits commissioned in the last three (3) years by, or in relation to, a Group Company relating to EHS Matters and arising out of the Group’s activities or in relation to any real property currently owned, occupied or used by the Group as at the date of this Agreement are included in the Data Room.

15.            Insurance

15.1

A summary of all material insurance policies maintained by the Group as at the date of this Agreement are contained in the Data Room (the “Insurance Policies”).

15.2

All premiums due and payable on each Insurance Policy have been paid as at the date of this Agreement.

16.            Tax

16.1

All Tax obligations (including payment of Taxes) and all the Tax Returns that were required by Law or by any ruling, clearance, confirmation or consent of a Tax Authority to have been fulfilled or filed with a Tax Authority by any Group Company in relation to fiscal years for which the relevant statute of limitation for tax assessment purposes has not expired at the date of this Agreement have been timely and duly fulfilled or filed in accordance with applicable Laws and its relevant applicable interpretation with respect to all applicable Taxes, and all such Tax Returns were and remain true, accurate and complete in all respects pursuant to and in accordance with the applicable Laws.

16.2

No claim for assessment, injunction or request for payment of or with respect to Tax or notice of assessment or other written notices or enquiries in relation to Tax has been asserted against any Group Company in relation to fiscal years for which the relevant statute of limitation for tax assessment purposes has not expired at the date of this Agreement, nor is the Seller aware (having made reasonable enquiries) of any circumstances on which such a claim can be validly based, or of any Tax investigation, audit, examination, claim, dispute, enquiry or visit by any Tax Authority or other similar proceeding pending or threatened with respect to any Taxes (or from which a Tax assessment, injunction or request for payment of Tax may arise).

16.3

All Tax for which each Group Company has been liable to pay or is liable to account (whether or not shown to be due on any Tax Returns) has been duly, timely and entirely paid (insofar as such Tax ought to have been paid) in accordance with applicable Law. All Taxes which are not yet due and payable but which relate to periods ending on or before the date of this Agreement have been provided for in the books and records of the Group in compliance with the applicable Law.

16.4

No Group Company is or has, in relation to fiscal years for which the relevant statute of limitation for tax assessment purposes has not expired at the date of this Agreement, been, liable to pay any penalty, interest, fine, surcharge or other similar payment in connection with any Tax.

16.5

The Group Companies’ Statutory Accounts make full provision or reserve in accordance with generally accepted accounting practice in respect of any period ended on or before 31 March 2024 for all Tax assessed on any Relevant Company, or for which any Relevant Company is accountable at that date, whether or not such Relevant Company has (or may have) any right of reimbursement against any other person. Provision has been made and shown in the Relevant Companies respective Statutory Accounts, for the financial year ending on 31 March 2024 for deferred Tax in accordance with generally accepted accounting practice as at 31 March 2024.

16.6

All Taxation has, so far as has been required by law to be deducted, withheld or retained, been deducted, withheld or retained from all payments made (or treated as made) by each Group Company and all amounts so deducted or withheld, including wage tax, have been properly accounted for and paid, within applicable time limits, to the Tax Authority, including for the avoidance of doubt all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

16.7

Each Group Company has not been incorporated with the principal purpose of obtaining a tax benefit and has not, at any time in any fiscal years for which the relevant statute of limitation for tax assessment purposes has not expired at the date of this Agreement, been treated as resident in any other jurisdiction for any Tax purposes (including but not limited to any treaties for the avoidance of double taxation). No Group Company has, or has had in any fiscal years for which the statute of limitation for tax assessment purposes has not expired at the date of this Agreement, a permanent establishment (including for VAT purposes), nor is it or has it otherwise been subject to Tax, outside its jurisdiction of incorporation (except in respect of VAT). For the avoidance of doubt, for the purposes of this paragraph 16.7, a Group Company simply having a VAT registration outside its jurisdiction of incorporation shall not be considered as that Group Company having a permanent establishment for these purposes.

16.8

Each Group Company has for fiscal years for which the statute of limitation for tax assessment purposes has not expired at the date of this Agreement, complied in all respects with all statutory provisions, rules, regulations, orders and directions in relation to the business of the Group concerning VAT (and including but not limited to other indirect taxes) and any payroll Taxes and social security contributions including the making on time of accurate and complete returns and payments and the proper maintenance and preservation of records, and no Group Company has, in fiscal years for which the statute of limitation for tax assessment purposes has not expired at the date of this Agreement, been given any penalty, notice or warning in respect of the same.

16.9

Each Group Company that is required to be registered for Tax (including but not limited to VAT or other indirect taxes) is so registered and is a taxable person for the purposes of the Tax legislation applicable to it (including but not limited to VAT or other indirect taxes) and it is entitled to fully recover input VAT attributable to the business of the Group or the single entity, in accordance with its VAT profile.

16.10

No Group Company is liable for any Tax which is the primary liability of any person other than a Group Company. No Group Company is a party to or bound by any Tax allocation or sharing agreement, nor does any Group Company have any outstanding liability for Tax pursuant to any Tax allocation or sharing agreement that it was (but is no longer) a party to, or bound by, in the last five years.

16.11

All agreements, arrangements or transactions entered into by the Seller, each Group Company or any entity or person who is a related party are on arm’s length terms, and the relevant Group Company retains full records, contemporaneous documents and other evidence sufficient to satisfy any requirement to demonstrate that the relevant agreement, arrangement or transaction to which it was a party was entered into on arm’s length terms, which are required to be retained by any relevant Law.

16.12

The Group maintains complete and accurate books of accounts as required by the Law and the application thereof by the competent Tax Authority, records, invoices and all the other information in relation to Tax that meet all legal and tax deduction requirements.

16.13

All Reliefs utilised by each Group Company to offset the payment of Taxes were properly computed and utilised in accordance with applicable Laws. All the documentation required by the applicable Law and supporting the entitlement to benefit from all Reliefs that have been applied before the date of this Agreement or that exist as at the date of this Agreement is duly kept by the relevant Group Company.

16.14

All stamp duties or similar transfer taxes (including interest and penalties) in respect of all documents or transactions necessary to establish any Group Company’s right or title to any asset have been paid, and all such documents requiring stamping have been duly stamped.

16.15

No Group Company has entered into, been a party to or promoted any scheme or arrangement which has no commercial purpose or of which the main purpose, or one of the main purposes, was the avoidance of or the reduction in or the deferral of a liability to Tax.

16.16

Each Group Company has withheld and remitted to the competent Tax Authorities any withholding tax and reported the related withholding obligation (if applicable) which may be due in respect of the payments of interests, dividends and royalties to its shareholders or any other parties. The shareholders of each Group Company or any other parties are the beneficial owners (with the meaning provided under the applicable treaties for the avoidance of double taxation), for the purposes of the application of any reduced rate WHT or any WHT exemption, of the payments performed by the Group Company in relation to dividends, interest and royalties and all the documentation required to apply the reduced WHT rate under the applicable double taxation arrangements has always been duly and timely collected and kept by each Group Company for the purpose of benefit from the treaty conditions.

16.17

Any transaction carried out by any Group Company (and/or the Seller and/or any other Group Company) prior to Completion has been and is supported by valid economic reasons, other than mere Tax purposes and has been carried out in compliance with the applicable anti-abuse rules.

The implementation of the transactions contemplated under this Agreement will not give rise to any deemed disposal or realisation by any Group Company of any asset or liability for any Tax purpose.

17.            Extraordinary Transactions

17.1

In respect of the agreements relating to any investment or divestment of the share capital of another company or assets constituting a business entered into by a Group Company with a third party during the last five years (the “Extraordinary Transactions Contracts”):

(A)

all consideration owed under such Extraordinary Transactions Contracts has been paid and there are no outstanding liabilities of the Group Companies under an Extraordinary Transactions Contract; and

(B)

no Group Company has sent nor received any notice of any claim under any Extraordinary Transactions Contract, and there is no outstanding litigation in relation thereto.

17.2

No Group Company has any outstanding obligation in relation to the termination of the potential transaction announced by the Seller and the Farfetch group on 24 August 2022, pursuant to which the Seller would have sold certain of its shares in the Company to the Farfetch group (among others).

18.

No Brokers

There is no person that is entitled to a finder’s fee or any type of brokerage commission or brokerage fee from the Purchaser or any Group Company in relation to or in connection with the transactions contemplated herein as a result of any agreement or understanding entered into by such person with the Seller or any Group Company.

19.

Data Room

The contents of the Data Room have been provided to the Purchaser and its Representatives by the Seller acting in good faith and, as at the date of the Agreement, to the knowledge of the Seller there is no material fact that has not been disclosed to the Purchaser or its Representatives (whether in the Data Room or otherwise) which could be reasonably expected, based on the Seller’s understanding of the Business Plan and the Purchaser’s communicated intentions for the business of the Group, to cause the Purchaser to decide to not enter into this Agreement or to do so on materially different terms.

Schedule 4

(Limitations on liability)

1.            Financial limits on Indemnification Obligations

Seller Warranties

1.1

The aggregate liability of the Seller in respect of all Seller Indemnification Obligations (other than in respect of Fundamental Warranties) (including any costs, expenses and other liabilities (and any irrecoverable VAT thereon) in connection with the same) shall not exceed EUR 25,000,000.

1.2

The aggregate liability of the Seller in respect of all Seller Indemnification Obligations (including any costs, expenses and other liabilities (and any irrecoverable VAT thereon) in connection with such Seller Indemnification Obligations) shall not exceed the Consideration Shares Value.

1.3

The Seller shall not be liable in respect of any single claim under the Seller Indemnification Obligations (other than in respect of a Fundamental Warranty) and such claim shall be disregarded for all purposes, unless the amount of liability of the Seller pursuant to that claim (or series of claims arising from the same or related matters) would (but for this paragraph 1.3) exceed EUR 1,000,000.

1.4

The Seller shall not be liable pursuant to any Seller Indemnification Obligation (other than in respect of a Fundamental Warranty) unless the aggregate liability of the Seller for all claims under the Seller Indemnification Obligations (other than in respect of Fundamental Warranties), disregarding claims excluded under paragraph 1.3 above, would exceed EUR 4,000,000, in which case the Seller shall be liable for the excess only.

General

1.5

Unless otherwise specified, each reference to a paragraph or Part in this Schedule is to a paragraph or Part of this Schedule 4 (Limitations on liability).

1.6

For the purposes of this paragraph 1, the liability of the Indemnifying Party in respect of an Indemnification Obligation shall mean the amount in respect of the Indemnification Obligation for which the Indemnifying Party:

(A)

admits liability to the Indemnified Party in writing;

(B)

enters into a settlement agreement with the Indemnified Party providing for the obligation to pay the relevant Loss; or

(C)

is found to be liable pursuant to Clause 25 (Arbitration) of this Agreement.

1.7

Any multiples or other financial formulas used, expressly or otherwise, by the Purchaser in order to evaluate the Shares, Group Companies and/or the transactions contemplated herein, shall not be taken into account for the purposes of the determination of any Loss.

2.            Time limits on Indemnification Obligations

2.1

The Indemnifying Party shall not be liable in respect of any claim for an Indemnification Obligation (other than: (1) if the relevant Indemnifying Party is the Seller, a claim in respect of a Fundamental Warranty or a Tax Warranty; and (2) if the relevant Indemnifying Party is the Purchaser, a claim in respect of a Fundamental Purchaser Warranty) and any such claim pursuant to an Indemnification Obligation shall be wholly barred and unenforceable unless the Indemnified Party has given notice in writing of such claim to the Indemnifying Party within the period of eighteen (18) months from the Completion Date.

2.2

The Indemnifying Party shall not be liable in respect of any claim pursuant to an Indemnification Obligation that is a claim in respect of a Tax Warranty or a Fundamental Warranty, if the relevant Indemnifying Party is the Seller, or a Fundamental Purchaser Warranty, if the relevant Indemnifying Party is the Purchaser (and any such claim pursuant to an Indemnification Obligation shall be wholly barred and unenforceable), unless the Indemnified Party has given notice in writing of such claim to the Indemnifying Party within the period of six (6) years from Completion, in relation to a Fundamental Warranty or Fundamental Purchaser Warranty, as the case may be, and, in relation to a Tax Warranty, by the date falling 45 (forty-five) days after the expiration of the relevant statute of limitations for tax assessment purposes applicable to any subject matter of the Tax Warranty (in this latter case, with respect to the Purchaser only).

2.3

No claim shall be brought against the Indemnifying Party, unless the Indemnified Party has given notice in writing of such claim to the Indemnifying Party as soon as reasonably practicable and, under penalty of forfeiture, no later than forty-five (45) Business Days of becoming aware both of the facts, matters or circumstances giving rise to such claim for an Indemnification Obligation and that such facts, matters or circumstances give rise to (or are reasonably likely to give rise to) such Indemnification Obligation (the “Notice of Claim”). The Notice of Claim shall specify whether or not the Indemnification Obligation arises as a result of a Third-Party Claim (as defined in paragraph 15 below) and shall also include such detail as is reasonably available to the Indemnified Party at the time of the relevant facts and circumstances giving rise to such claim for an Indemnification Obligation, its bona fide estimate of any alleged Loss suffered and the specific Warranties, Specific Indemnities, or Purchaser Warranties, as the case may be, which are alleged to have been breached.

2.4

If and to the extent that the fact, matter, event or circumstance giving rise to an Indemnification Obligation is capable of remedy, the Indemnifying Party shall not be liable for such Indemnification Obligation if it is remedied to the reasonable satisfaction of the Indemnified Party within thirty (30) Business Days of the date of the notice referred to in paragraph 2.3.

2.5

The Indemnifying Party shall not be liable in respect of an Indemnification Obligation and any liability of the Indemnifying Party in respect of that Indemnification Obligation shall absolutely determine and cease (if and to the extent not previously satisfied, withdrawn or settled), unless legal proceedings in respect of such Indemnification Obligation: (A) have been issued and served on the Indemnifying Party; and (B) have not been withdrawn or terminated and are continuing to be pursued with reasonable diligence by the Indemnified Party, in each case within six (6) months after the date of the Notice of Claim is given in accordance with paragraph 2.3 or, in the case of a contingent liability, six (6) months after such liability becomes an actual liability.

3.            Basis of claims for Indemnification Obligations

3.1

A claim for a Seller Indemnification Obligation may only be made by the Purchaser.

3.2

A claim for a Purchaser Indemnification Obligation may only be made by the Seller.

4. Consequential loss

The Indemnifying Party shall not be liable for any consequential or indirect, punitive loss, whether actual or prospective, in respect of any Indemnification Obligation.

5.            Disclosure

5.1

The Seller shall not be liable for the Seller Indemnification Obligations (except for any claim in relation to any Fundamental Warranty) if and to the extent that the fact, matter, event or circumstance giving rise to such Seller Indemnification Obligation is Fairly Disclosed in, as applicable:

(A)

the Disclosure Letter;

(B)

the Data Room; or

(C)

this Agreement.

5.2

The Purchaser shall not be liable for the Purchaser Indemnification Obligations (except for any claim in relation to any Fundamental Purchaser Warranty) if and to the extent that the fact, matter, event or circumstance giving rise to such Purchaser Indemnification Obligation is Fairly Disclosed in, as applicable:

(A)

the Purchaser Disclosure Letter;

(B)

The MYTE Data Room; or

(C)

this Agreement.

5.3

Any fact, matter or circumstance which is considered Fairly Disclosed to the Purchaser shall be considered Fairly Disclosed, provided that such fact, matter or circumstance has actually been disclosed by or on behalf of the Seller to the Purchaser or its advisers (which shall include, for the avoidance of doubt, such documents being made available in the Data Room on the basis set out in the Disclosure Letter).

5.4

Any fact, matter or circumstance which is considered Fairly Disclosed to the Seller shall be considered Fairly Disclosed, provided that such fact, matter or circumstance has actually been disclosed by or on behalf of the Purchaser to the Seller or its advisers (which shall include, for the avoidance of doubt, such documents being made available in the MYTE Data Room on the basis set out in the Purchaser Disclosure Letter).

6.            Knowledge and exclusions

6.1

The Purchaser shall not be entitled to bring or participate in a claim under any Seller Indemnification Obligation (other than in respect of Fundamental Warranties) if, in respect of a claim for such Seller Indemnification Obligation, the Purchaser has actual knowledge, as at the date of this Agreement, of the fact, matter, event or circumstance which is the subject matter of that claim and which may give rise to a breach of any Warranty.

6.2

The Seller shall not be entitled to bring or participate in a claim under any Purchaser Indemnification Obligation (other than in respect of Fundamental Purchaser Warranties) if in respect of a claim for such Purchaser Indemnification Obligation, the Seller has actual knowledge, as at the date of this Agreement, of the fact, matter, event or circumstance which is the subject matter of that claim and which may give rise to a breach of any Purchaser Warranty.

6.3

For the purposes of a Seller Indemnification Obligation under paragraph 6.1, actual knowledge of the Purchaser shall mean the actual knowledge of any of Michael Kliger, Martin Beer, Sebastian Dietzmann, Philipp Barthold, Björn Kastl and Richard Johnson as at the date of this Agreement.

Contingent liabilities

No Indemnifying Party shall be obliged to pay any amount in respect of a claim under any Indemnification Obligation which arises by reason of any contingent liability unless and until such contingent liability becomes an actual liability and is due and payable by the Indemnifying Party.

Insurance

No Indemnifying Party shall be liable to pay any amount in respect of any claim under any Indemnification Obligation to the extent that the Indemnified Group is covered by any insurance policy in respect of the fact, matter, event or circumstance giving rise to such claim and the Indemnified Group actually receives insurance monies pursuant to such insurance policy.

Alternative and subsequent recovery

9.1

No Indemnifying Party shall be liable to pay any amount in respect of any claim under any Indemnification Obligation if: (i) the Loss to which the relevant claim relates has otherwise been made good in full or has otherwise been compensated for in full without loss to the Indemnified Group; (ii) to the extent a cash payment for the matter giving rise to the relevant claim has been made, or the matter is otherwise settled (to the extent of the settlement), before Completion; or (iii) a liability is otherwise included in the calculation of Financial Indebtedness.

9.2

If an Indemnifying Party pays any amount pursuant to a claim under any Indemnification Obligation and the Indemnified Group subsequently becomes entitled to recover from a third party a sum which is referable to that claim (including any discount, Relief or credit), the Indemnified Party shall give prompt notice to the Indemnifying Party, and shall (or shall procure) that it and any relevant member of the Indemnified Group use commercially reasonable endeavours to recover from such third party, provided that the Indemnifying Party shall first pay an amount to the Indemnified Party so as to indemnify it and the Indemnified Group to the reasonable satisfaction of the Indemnified Party against all losses, reasonable costs, damages and reasonable expenses, including additional Tax (or Tax that would have been incurred but for the use or set-off of a Relief), which may be incurred thereby. If any amount is actually recovered from such third party, then such amount (up to the amount actually paid by the Indemnifying Party) shall promptly be repaid by the Indemnified Party to the Indemnifying Party less any Tax chargeable on the Indemnified Party thereon (or Tax that would have been chargeable but for the use or set-off of a Relief) and any costs of recovery to the extent that such costs have not previously been reimbursed to the Indemnified Party by the Indemnifying Party.

9.3

The Purchaser agrees and undertakes that (in the absence of fraud) it has no rights against and shall not make, and shall procure that no member of the Purchaser Group (or, after Completion, any Group Company makes), any claim against any employee, director, agent, officer or adviser of the Seller or any member of the Retained Group or the Group or any employee of the foregoing on whom it may have relied before agreeing to any term of this Agreement and any other agreement or document entered into pursuant to this Agreement or entering into this Agreement or any such other agreement.

9.4

The Seller agrees and undertakes that (in the absence of fraud) it has no rights against and shall not make, and shall procure that no member of the Retained Group (or, before Completion, any Group Company) makes, any claim against any employee, director, agent, officer or adviser of the Purchaser or any member of the Purchaser Group or the Group or any employee of the foregoing on whom it may have relied before agreeing to any term of this Agreement and any other agreement or document entered into pursuant to this Agreement or entering into this Agreement or any such other agreement.

10.

No duplication of recovery

The Indemnified Party shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity, or require such payment, reimbursement, restitution or indemnity be made or paid to it more than once in respect of the same Loss, regardless in each case of whether more than one Indemnification Obligation (or claim arising thereunder) arises in respect of such Loss, and for this purpose recovery by the Indemnified Party or any of its Affiliates (which shall, for the avoidance of doubt, include recovery by the Company in respect of a Seller Indemnification Obligation (other than in respect of a Fundamental Warranty)) shall be deemed to be a recovery by the Indemnified Party.

11.

Future changes

11.1

No Indemnifying Party shall be liable in respect of any Indemnification Obligation if such Indemnification Obligation would not have arisen but for, or is increased directly or indirectly as a result of:

(A)

any alteration to or enactment of any Law, rule, regulation, treaty, or other legislative action which was announced and enacted after the date of this Agreement (whether relating to Taxation, rates of Taxation or otherwise);

(B)

any change after the date of this Agreement of any interpretation formally expressed by any Governmental Entity or application of any of the foregoing by any Governmental Entity or in the enforcement policy or practice of the relevant authorities;

(C)

any voluntary act or omission of the Indemnified Party or the Indemnified Group or any voluntary act or omission of the Group taken at the written request, or with the written consent, of the Indemnified Party;

11.2

The Seller shall not be liable in respect of any Seller Indemnification Obligation if such Seller Indemnification Obligation would not have arisen but for, or is increased directly or indirectly as a result of:

(A)

any change in accounting principles introduced by any applicable Law after the date of this Agreement or by the Purchaser, any member of the Purchaser Group or any member of the Group after the Completion Date and any change in the accounting, internal, regulatory or Tax policies or practices introduced by the Purchaser, any member of the Purchaser Group or any member of the Group after the Completion Date except where such change is made in order to comply with any applicable Law as at Completion;

(B)

the withdrawal or amendment of or change to any published practice or published extra statutory concession of, or arrangement currently granted by or made with any Governmental Entity (including any Tax Authority) which was announced and enacted after the date of this Agreement; or

(C)

any change of Control or ownership of any member of the Group that occurs or is treated as occurring, or any voluntary action or omission made by any member of the Group following such change where such action or omission is otherwise than in the ordinary course of business of such member as carried on prior to such change.

12.

Duty to mitigate

Nothing in this Agreement shall relieve any party of its duty to mitigate its loss.

13.

Accounts and other information

13.1

No matter shall be the subject of a claim for (1) a Seller Indemnification Obligation (except for any claim in relation to any Fundamental Warranty) to the extent of any allowance, provision or reserve in respect of such matter is made in the Statutory Accounts or the Group Management Accounts (as defined in Schedule 3 (Warranties)); or (2) a Purchaser Indemnification Obligation (except for any claim in relation to any Fundamental Purchaser Warranty) to the extent of any allowance, provision or reserve in respect of such matter is made in the Mytheresa Report and Accounts; provided that this paragraph shall only limit the liability of the Seller or the Purchaser (as applicable) to the extent any allowance, provision or reserve is expressly stated in such accounts or financial information.

13.2

Without prejudice to Clause 19, the Purchaser acknowledges and agrees that the Seller does not give or make any warranty, undertaking, representation, promise or other statement as to the accuracy of the financial projections, forecasts, estimates, projections, budgets, management analysis, estimations, future profitability and financial performance of any member of the Group or the Retained Group (as applicable), statements of intent or statements of expressed opinion provided to the Purchaser or its Representatives (however so provided including if disclosed by the Seller, or its Representatives, to the Purchaser or its Representatives, prior to or on the Completion Date), including the Disclosure Letter or any other information supplied to or made available to the Purchaser (including in the Data Room).

13.3

Without prejudice to Clause 19 (Entire Agreement), the Seller acknowledges and agrees that the Purchaser does not give or make any warranty, undertaking, representation, promise or other statement as to the accuracy of the financial projections, forecasts, estimates, projections, budgets, management analysis, estimations, future profitability and financial performance of any member of the Purchaser Group or the Purchaser (as applicable), statements of intent or statements of expressed opinion provided to the Seller or its Representatives (however so provided including if disclosed by the Purchaser, or its Representatives, to the Seller or its Representatives, prior to or on the Completion Date), including the Purchaser Disclosure Letter or any other information supplied to or made available to the Seller (including in the MYTE Data Room).

14.

Fraud (dolo)

The provisions of this Schedule 4 (Limitations on liability) shall not apply in respect of an Indemnification Obligation if it is (or the delay in the discovery of which is) the consequence of fraud (dolo) by the Indemnifying Party.

15.

Third party claims and conduct of litigation

15.1

Upon the Purchaser or any member of the Purchaser Group becoming aware of any claim, action or demand or any other matter likely to give rise to any claim under the Seller Indemnification Obligations, in each case, as a result of or in connection with a claim by a party not party to this Agreement (a “Third-Party Claim”), the Purchaser shall:

(A)

promptly and in any event within twenty (20) Business Days of becoming aware of such Third-Party Claim, under penalty of forfeiture, notify the Seller by written notice including such reasonable detail as is reasonably available to the Purchaser at that time of the relevant facts and circumstances giving rise to such Third-Party Claim (including the amount of such claim, if possible);

(B)

subject to the Seller agreeing to indemnify the Purchaser in a form reasonably satisfactory to the Purchaser against any: (i) liability; (ii) reasonable cost; (iii) damage; (iv) amount due pursuant to any provisionally executive title or order (provvedimenti provvisoriamente esecutivi), including, without limitation, those according to, among others, Art. 68 of the Legislative Decree December 31, 1992, no. 546, art. 14 and 15 of the Presidential Decree September 29, 1973 no. 602, art. 19 of the Leg. Decree December 18, 1997, no. 472, art. 54, 55 and 56 of the Presidential Decree April 26, 1986, no. 131, art. 1, par. 163-171 of the Law no. 296/2006; or (v) or reasonable expense which may be properly incurred or, as the case may be, properly increased, thereby (but without thereby implying any admission of liability on the part of the Seller), promptly take such action and give such information and access to personnel, premises, books, records and documents (including in electronic form) (which the Purchaser shall procure are preserved) to the Seller or other relevant member of the Retained Group, and their professional advisers as the Seller or such other relevant member of the Retained Group may reasonably request and the Seller shall be entitled to require any relevant member of the Retained Group to take such reasonable action and give such reasonable information and assistance in order to avoid, dispute, resist, mitigate, settle, compromise, defend or appeal any claim, action or demand in respect thereof or adjudication with respect thereto;

(C)

at the request of the Seller, subject as provided in paragraph (B) above, allow the Seller to take the sole conduct of such claims, actions or demands as the Seller may deem appropriate and acting diligently in the name of the Purchaser and/or the relevant Group Company and in connection the Purchaser shall give or cause to be given to the Seller all such assistance as it may reasonably require in avoiding, disputing, resisting, settling, compromising, defending or appealing any such claim, action or demand and shall instruct such professional advisers as the Seller or such other member of the Retained Group may nominate to act on behalf of the Purchaser and/or the relevant Group Company, as appropriate, but to act solely in accordance with the instructions of the Seller or other member of the Retained Group;

(D)

make no admission of liability, agreement, settlement or compromise with any third party (including any Governmental Entity) in relation to any such claim, action or demand or adjudication without the prior written consent of the Seller (which shall, if given, not imply any admission of liability on the part of the Seller); and

(E)

take or procure that there is taken all reasonable action to mitigate any Loss suffered or incurred by it or the Purchaser in respect of which a claim could be made under the Warranties.

15.2

The Seller shall keep the Purchaser duly and timely informed of the status of and material developments in relation to any Third-Party Claim and shall use reasonable endeavours to: (A) consult with the Purchaser and/or the relevant member of the Group (and their professional advisers) in respect of the Third-Party Claim; and (B) allow the Purchaser (and its professional advisers) the opportunity to make representations and recommendations in respect of the matter giving rise to the Third-Party Claim before any material action in relation thereto is taken.

15.3

The Seller shall be entitled at any stage and at its absolute discretion to settle any such third party assessment or claim without admission of any wrongdoing and without prejudice to the limitations in this Schedule 4 (Limitations on liability).

15.4

Any failure by the Purchaser to comply with the provisions of this paragraph 15 shall not prevent a claim under any Seller Indemnification Obligation by the Purchaser or extinguish any liability of the Seller under the relevant Warranty but may be taken into account in calculating any such liability of the Seller to the extent that the Seller reasonably establishes in good faith that such liability is increased by such failure.

16.

Tax losses

The Seller shall not be liable in respect of any Seller Indemnification Obligation, in each case in respect of any liability for, or in respect of, Tax, to the extent that there are relevant Tax losses in the Group that are effectively available to mitigate or extinguish the relevant liability for, or in respect of, Tax.

100

Schedule 5

(Conversion rate adjustment)

[***]

101

Schedule 6

(Conduct of business before Completion)

Part A

(Restricted matters)

[***]

102

Part B

(Permitted matters)

[***]

103

Schedule 7

(Material Properties)

Part A

(Material Offices)

[***]

Part B

(Warehouses)

[***]

104

Schedule 8

(Financial Statement)

Part A

Accounting principles and policies

[***]

Part B

Specific accounting policies

[***]

105

Part C

[***]

106

Schedule 9

(OTB)

[***]

107

Schedule 10

(Contracts)

[***]

108

Schedule 11

(Financial Indebtedness)

[***]

109

Schedule 12

(Consideration Shares Calculation)

Dilutive Securities for the purposes of limb (B) of the calculation of the Fully Diluted Mytheresa Share Capital shall be treated as follows:

(i)

Forfeited Dilutive Instruments shall not be included; and

(ii)

in the case of share options (excluding, for the avoidance of doubt, RSUs and PSUs which are subject to paragraphs (iii) and (iv) below):

a number of Mytheresa Shares equal to the number of In the Money Options which have vested or are due to vest before 1 January 2026 shall be included; and

a number of Mytheresa Shares equal to 90 per cent. of the number of In the Money Options which are due to vest on or after 1 January 2026 shall be included;

a number of Mytheresa Shares equal to 33.0 per cent. of the number of Out of the Money Options shall be included,

where:

“20 Day VWAP” means the VWAP for the twenty (20) Trading Day period ending three (3) Trading Days prior to the Completion Date (or the last day on which Mytheresa ADSs are listed on the NYSE, if not so listed at Completion);

“In the Money Options” means such share options (whether vested or unvested) for which the exercise price is equal to or less than the 20 Day VWAP; and

“Out of the Money Options” means such share options (whether vested or unvested) for which the exercise price is greater than the 20 Day VWAP;

(iii)

in the case of restricted stock units (“RSUs”) the vesting of which is subject to time:

a number of Mytheresa Shares equal to the number of such RSUs which have vested or are due to vest before 1 January 2026 shall be included; and

a number of Mytheresa Shares equal to 90 per cent. of the number of such RSUs which are due to vest on or after 1 January 2026 shall be included;

(iv)

in the case of performance stock units (“PSUs”) the vesting of which is subject to the performance of the Purchaser Group, a number of Mytheresa Shares equal to 50 per cent. of the number of such PSUs shall be included;

(v)

in the case of phantom shares, an equivalent number of Mytheresa Shares by reference to which the economics underling such phantom shares are calculated shall be included;

110

(vi)

without double counting, and in priority to the above, if any Dilutive Security accelerates as a consequence of the consummation of the transaction contemplated by the Agreement, the full number of Mytheresa Shares issuable pursuant to such Dilutive Securities shall be included; and

(vii)

in the case of any other Dilutive Security which are not covered by (i) to (v) above (including pursuant to an employee share purchase programme), a number of Mytheresa Shares equal to all of the Mytheresa Shares issuable or calculated by reference to such arrangements shall be included.

The calculation below is provided for illustrative purposes only, based on the Mytheresa Share price as at the date of this Agreement. For the avoidance of doubt, the calculation of the Mytheresa Fully Diluted Share Capital will start with the number of issued and outstanding Mytheresa Shares to be in issue immediately following Completion (per limb (A) of the definition of Mytheresa Fully Diluted Share Capital but before adding the Consideration Shares) – which is shown as 85,265,962 Mytheresa Shares as at 30 June 2024 in the table below) and will then apply the provisions set out above to the Dilutive Securities before finally taking into account the number of Consideration Shares to be issued. For the avoidance of further doubt, the bridge from the number of issued and outstanding Mytheresa Shares to “Ordinary Shares (diluted) (IFRS)” is given for illustrative purposes only and does not impact the calculation of the Mytheresa Fully Diluted Share Capital.

111

[***]

112

Attachment 1

(Basic information about the Company)

(A)	Registered number:	02050461207

1.	Date of incorporation:	4 February 2000

2.	Place of incorporation:	Italy

3.	Address of registered office:	Via Morimondo 17, Milan, 20143, Italy

4.	Class of company:	Società per azioni

5.	Authorised share capital (if any):	Currency: Euro
		Authorised: 1,411,940.94
6.	Issued share capital:	Number of shares: 138,420,741
		Currency: Euro
		Subscribed: 1,384,207.41
		Paid-up: 1,384,207.41
7.	Members:

Full name	Registered address	Number of shares held

Richemont Italia	Via Benigno Crespi, n.	138,420,741
Holding S.p.A.	26, 20159 Milan, Italy

Directors:

Full name	Service address	Nationality

Richard Philippe	Via Morimondo 17,	French
Lepeu	Milan, 20143, Italy

Thomas Wolfgang	Via Morimondo 17,	German
Christian Loest	Milan, 20143, Italy

Alison Brett Loehnis	Via Morimondo 17,	American
	Milan, 20143, Italy

Frank John Vivier	Via Morimondo 17,	Swiss
	Milan, 20143, Italy

Paola Agasso	Via Morimondo 17,	Italian
	Milan, 20143, Italy

113

Massimo di Cesare	Via Morimondo 17,	Italian
	Milan, 20143, Italy

Silvia Ponzoni	Via Morimondo 17,	Italian
	Milan, 20143, Italy

Secretary

Full name:

N/A

10.	Accounting reference date:	31 March

11.	Auditors:	PricewaterhouseCoopers S.p.A.

12.	Tax residence:	Italy

114

***

Should you agree with the above Proposal, please send back a copy of this Share Purchase Agreement duly signed by you, along with a complete set of its Schedules and Attachments, as unconditional and full acceptance of all terms and provisions provided therein.

Yours faithfully,

SIGNED by Axel Denis Meyer and
Silvia Scagnelli acting for and on behalf
of RICHEMONT ITALIA HOLDING S.P.A.

)

(Authorised signatory)

***

For acceptance.

Yours faithfully,

For and on behalf of

MYT NETHERLANDS PARENT B.V.

/s/ Michael Kliger		/s/ Martin Beer
Name: Michael Kliger		Name: Martin Beer
Title: Chief Executive Officer		Title: Chief Financial Officer

Ribbon – MYT SPA Acceptance Letter – Signature Page

EX-3.1 3 tm2512474d1_ex3-1.htm EXHIBIT 3.1

Exhibit 3.1

AMENDED AND RESTATED RULES OF PROCEDURE

FOR THE BOARD OF MANAGING DIRECTORS OF

MYT NETHERLANDS PARENT B.V.

In accordance with article 16.2 of the articles of association (the “Articles of Association”) of MYT Netherlands Parent B.V. (the “Company”) and based on the resolution of the supervisory board of the Company (the “Supervisory Board”) dated September 30, 2024, the following rules of procedure (the “Rules”) for the board of managing directors of the Company (the “Management Board”) shall apply. These Rules are complementary to (i) the provisions regarding the Management Board contained in applicable law and regulations, including, when applicable, the principles of good governance and best practice provisions as contained in the Dutch Corporate Governance Code and the NYSE listing standards and (ii) the Articles of Associations.

§ 1
General Provisions

The managing directors are collectively responsible for the continuity of the Company and its direct and indirect subsidiaries (the “Mytheresa Group”) and the business affiliated with it. The Management Board focuses on long-term value creation for the Company and the business affiliated with it, and takes the stakeholder interests that are relevant in this context into account. The Management Board adopts values for the Company and the business affiliated with it that contribute to a culture focused on long-term value creation, and is responsible for the incorporation and maintenance of these values within the Company. The Management Board in coordination with the Supervisory Board shall develop the Company’s strategic approach and shall regularly discuss the current state of the implementation thereof with the Supervisory Board.

2.	The Management Board shall cooperate with the other bodies of the Company for the Company’s best interest.

The Management Board shall ensure that the Company complies with all provisions of applicable law, regulations and Mytheresa Group’s internal policies and shall endeavour to achieve respective compliance by the Mytheresa Group companies. The Management Board shall take care to introduce appropriate measures reflecting the Company’s risk situation (Compliance Management System) and disclose the main features of those measures. The Management Board shall ensure appropriate risk management and risk controlling in the Company.

The Management Board is responsible for setting up and maintaining internal procedures to ensure that it and the Supervisory Board are kept abreast of all important financial information, in order to safeguard timely, complete and accurate external financial reporting. In connection with this, if applicable, the Management Board ensures that the financial information from subsidiaries of the Company, if any, is reported directly to it and that the integrity of the information is safeguarded.

5.	When appointing the Company’s executives, the Management Board shall consider the principle of diversity, and shall in particular endeavour to achieve the appropriate consideration of women for such positions.

§ 2
Managing Directors

The Management Board shall be composed of one (1) or more managing directors. The number of managing directors shall be determined by the Supervisory Board. The managing directors are appointed by the corporate body of the Company formed by the shareholders and other holders of a meeting right, on the basis of a binding nomination by the Supervisory Board. The majority of the managing directors in office shall be German resident.

2.	The managing directors shall bear joint responsibility for the Company’s management. They shall work together collegially and shall keep one another informed about all material business transactions and measures adopted in their respective areas of responsibility.

Notwithstanding the joint responsibility of the managing directors for the management of the Company, each managing director shall be individually responsible for the areas allocated to him or to her in accordance with the Division of Duties (as defined below) or other resolutions of the Management Board.

§ 3
Business Responsibility

1.	Subject to the provisions in Section 5, the Management Board may determine to divide certain duties and responsibilities to specific managing directors in writing (the “Division of Duties”).

Any resolution on the introduction, any amendments or the revocation of the Division of Duties shall require the approval of all managing directors entitled to vote. If a unanimous decision of the Management Board cannot be obtained, the Supervisory Board may take such decision. The Supervisory Board shall be immediately informed about the introduction, amendment or revocation of a Division of Duties and shall be authorized to ratify or disapprove such introduction, amendment or revocation.

Each managing director shall be obliged, in the event of a serious concern regarding a matter of another business area arises, to ensure that such matter is discussed by the Management Board at a meeting, unless such concerns can be resolved by discussion with the other managing directors or the CEO (as defined below).

Each managing director shall, at any time, be entitled to demand information from the other managing directors on individual matters relating to the areas for which he or she bears no responsibility. The Management Board shall be regularly informed about developments in the individual business areas and departments as set out in the Division of Duties by the respective managing directors. Insofar as the measures and business activities from one area of responsibility also substantially affect the area of responsibility of another managing director, the managing directors in charge of these areas shall consult with each other in advance.

5.	The Management Board develops a view on long-term value creation by the Company and the business affiliated with it and should develop a strategy which will take the following into account:

the strategy’s implementation and feasibility;

the business model applied by the Company and the market in which the Company and its affiliated enterprise operate;

opportunities and risks for the Company;

the Company’s operational and financial goals and their impact on its future position in relevant markets;

the interests of the stakeholders; and

any other aspects relevant to the Company and its affiliated enterprise, such as the environment, social and employee-related matters, the chain within which the enterprise operates, respect for human rights, and fighting corruption and bribery.

6.	The Management Board ensures that internal risk management and control systems are in place.

7.	The Management Board stimulates a culture of openness and accountability within the Management Board and between the Management Board and the Supervisory Board.

§ 4
Transactions Requiring a Resolution of the Management Board

1.	The Management Board shall decide on the following matters:

the strategic approach of the Company, the intended business policy and other fundamental issues of the business planning;

the budget plan for the following year, which is to be presented by the Management Board to the Supervisory Board by the end of the preceding financial year;

the preparation of the Management Board’s reporting to inform the Supervisory Board and of the quarterly and semi-annual reports as required by applicable capital market laws;

all measures and transactions, which also require the Supervisory Board’s approval;

all measures relating to a business area that is of extraordinary importance to the direct and indirect subsidiaries of the Company or involving an extraordinary economic risk;

entering into new lines of business or discontinuing existing lines of business;

investments with a total value exceeding an amount as determined by the Management Board;

acquisitions or sales of interests or holdings;

an initial public offering;

transactions which are not included in the business plan of the company and which in the individual case exceed an amount as determined by the Management Board;

conclusion of new contractual obligations with third parties, irrespective of whether these are included in the Company’s business plan;

the issuance of the compliance statement in the Company’s annual report in accordance with the Dutch Corporate Governance Code;

the preparation of the consolidated and unconsolidated financial statements (including the management report) as well as comparable reports issued by the company voluntarily or based upon applicable capital market rules;

convening a meeting of the shareholders and other holders of a meeting right and the Management Board’s proposals for resolutions to be dealt with and voted on therein; and

matters for which any managing director has requested a resolution by the Board.

The Management Board may decide that the matters referred to in this Section under g) and j) only require its approval if a certain monetary threshold involved exceeds a certain value that has been determined by the Management Board and reported to the Supervisory Board in writing. The Management Board may decide that authority to approve such matters below the applicable threshold may be delegated to an officer, manager or other employee.

§ 5
CEO and CFO

1.	The Supervisory Board may grant to one managing director the title of CEO (the “CEO”) and to one managing director the title of CFO. In case a managing director has been granted the title of CEO, the following rules in this Section 5 shall apply.

The CEO shall be the chairperson of the Management Board. He or she shall ensure the proper functioning of the Management Board. The CEO gives attention to the uniformity of the management within the Management Board. He or she is entitled, at any time, to demand information from the managing directors on individual matters relating to the areas for which they bear responsibility pursuant to the Division of Duties and may decide that he or she shall be informed in advance about certain transactions and certain types of transactions.

The CEO shall lead and organize the collaboration of the Management Board with the Supervisory Board. He or she shall maintain regular contact with the Supervisory Board and shall be responsible for fulfilling the reporting duties vis-à-vis the Supervisory Board. He or she shall inform the chairperson of the Supervisory Board promptly about any acts, actions and measures requiring the prior written approval of the Supervisory Board. All managing directors shall support the CEO in fulfilling his or her duties.

4.	The CEO shall determine the rules under which the managing directors shall represent each other during any absence.

§ 6
Meetings and Resolutions of the Management Board

The Management Board shall meet on a regular basis being at least once a month and also whenever one or more of its managing directors request a meeting. Each managing director is authorized to convene a meeting of the Management Board in writing, specifying the topics to be discussed. Such convocation shall take place no later than one (1) day prior to the day of the Management Board meeting.

Management Board meetings are generally held at the offices of the Company, but may take place elsewhere, as decided by the CEO. In addition, meetings may be conducted by telephone or via videoconferencing facilities provided that each managing director taking part in such meeting is able to hear the deliberations and can be heard by the other managing directors and no managing director objects thereto. In choosing the location of Management Board meetings and allowing participation through electronic means of communication, due observance shall be given to (i) the fact that the Company shall maintain its place of effective management within the meaning of Article 4 para. 3 of the Convention between the Federal Republic of Germany and the Kingdom of the Netherlands for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income as of 12 April 2012; and (ii) that it shall be a resident of the Federal Republic of Germany for German corporate income tax purposes.

The CEO shall chair the meetings of the Management Board. He or she shall determine the sequence in which the items on the agenda shall be dealt with, as well as the rules and sequence of voting. With due observance of the convocation period as set out in Section 6 paragraph 1, each managing director shall have the right to request that any items he or she may propose be put on the agenda. Should the CEO be unable to attend, the longest-serving managing director present shall serve as his or her proxy in preparing, convening and chairing Management Board meetings.

If the Management Board consists of only two managing directors, it only has a quorum if all of its managing directors entitled to vote participate in the vote. If the Management Board consists of more than two managing directors, the Management Board has a quorum, if all of its managing directors have received the invitation to the Management Board meeting and at least half of its managing directors entitled to vote participate in adopting resolutions by submitting their vote. Managing directors that are unable to attend the Management Board meeting, may participate in passing resolutions by submitting their vote to another managing director prior to or during the Management Board meeting by a written power of attorney, each time for a particular Management Board meeting (throughout these Rules written means in writing or in a reproducible manner by electronic means of communication, unless impermissible under applicable laws). Votes cast by telephone shall be confirmed in written form. Votes, which are submitted later, also count towards the participation in the vote of passing the resolutions. They are only admissible, if the chairperson of the meeting allows them and sets a deadline for their submission.

The Management Board may adopt resolutions outside a formal meeting provided that this is done in writing, by telefax, or by electronic mail and provided that all managing directors entitled to vote have agreed with this method of decision-making and have expressed themselves regarding the proposal concerned in writing. The adoption of Management Board resolutions outside a meeting must be reported at the following meeting of the Management Board.

The Management Board shall ensure that its resolutions are passed unanimously. Should unanimity not be achievable, a simple majority of the managing directors entitled to vote may adopt resolutions, unless otherwise prescribed by the Articles of Association or by law. Each managing director may cast one vote. Blank votes, invalid votes and abstentions will be deemed not to have been cast. In the event of a tie, the proposal is rejected.

The chairperson of the meeting shall appoint a secretary of the meeting to take minutes of the proceedings of such Management Board meeting. Minutes shall be kept of the Management Board meetings in the English language and signed by the secretary of the meeting and approved by the chairperson of the meeting. A copy of these minutes shall be sent immediately to all managing directors.

8.	The CEO may invite other persons to attend Management Board meetings in whole or in part.

9.	If there is insufficient consensus at the Management Board meeting about a certain item on the agenda, the chairperson of the meeting may postpone the consideration of the matter until a subsequent Management Board meeting.

§ 7
Transactions Requiring Approval of the Supervisory Board

1.	The following acts, actions and measures of the Company require the prior written approval of the Supervisory Board, unless approved in the business plan or annual budget of the Company for the relevant year or if it is part of the ordinary course of business of the Company:

entering into new lines of business or discontinuing existing lines of business;

all transactions between the Company and any natural or legal persons who directly or indirectly hold at least 10% of the shares or American Depositary Receipts in the Company that are of material significance to the Company and/or such persons;

all transactions in which there are conflicts of interest with managing directors that are of material significance to the Company and/or the relevant managing directors;

all transactions in which there are conflicts of interest with supervisory directors that are of material significance to the Company and/or the relevant supervisory directors;

the purchase or sale of real estate;

the offer and issuance of shares and other securities of the company, including without limitation the filing of any registration statement or prospectus for the offer and sale of shares and other securities of the company with any securities regulatory agency of any governmental authority and the limitation or suspension of pre-emptive rights on a share issue;

the purchase, sale or incorporation of participations, permanent establishments or joint ventures;

the incurrence or guarantee of any indebtedness;

the hiring, dismissal or modification of an employment agreement of any executive employee;

the approval of the budget of the company and its direct and indirect subsidiaries, including the investment and personnel budget as well as the related financing plan;

any related party transaction;

acquiring shares in share capital of the company in return for valuable consideration;

the commissioning of external management, corporate, strategy or other consultants;

the conclusion of, or amendment to, land lease or rental agreements in relation to real estate, buildings or similar objects;

capital expenditures for fixed assets, unless the relevant measure is covered by another item of this paragraph;

the conclusion or amendment of transactions between the company and any managing director, as well as persons or companies associated with a managing director;

the conclusion, amendment or termination of agreements concerning financial derivative transactions;

the creation, amendment or termination of the Company’s employee incentive compensation plans and equity based compensation plans; and

until completion of the wind down plan in respect of the OFS Activities (as defined below), envisaged by the end of February 2026, any material amendments to the wind down plan in respect of the OFS activities, being (i) the provision by YOOX Net-a-Porter Group S.p.A., a joint stock company (società per azioni) incorporated under the laws of Italy, or any of its subsidiaries, of B2B services to certain luxury brands to set-up and power their own e-commerce destinations, including online and mobile store development, including, in each case, all related and supporting activities thereto (the “OFS Services”), and (ii) the third party agreements, in each case with any amendments or related agreements thereto, entered into for the purpose of transition and decommissioning of OFS Services (the “OFS Agreements”, and together with the OFS Services, the “OFS Activities”).

The Supervisory Board may decide that a resolution as referred to in paragraph 1 under a), e), h), i), m), n), o) of this Section only requires its approval if the monetary amount involved exceeds a certain value that has been determined by the Supervisory Board and reported to the Management Board in writing.

3.	The Supervisory Board is also authorized to make subject to its approval resolutions by the Management Board other than those set forth in paragraph 1 of this Section. Any such resolution must be clearly described and reported to the Management Board in writing.

4.	The absence of approval as defined in this Section will not impair the representative authority of the Management Board or of its managing directors.

§ 8
Information of the Supervisory Board

1.	The Management Board shall provide the necessary means for the Supervisory Board to obtain the information necessary for the proper performance of its duties from officers and external advisors of the Company.

In relation to the provision of information and the exercise of duties and powers by the Supervisory Board and the supervisory directors and its committees, the Management Board and the managing directors shall act in accordance with the provisions applying to the Management Board and the managing directors under or pursuant to these Rules, the rules of procedure of the Supervisory Board, the charters of the committees of the Supervisory Board, the Articles of Association and applicable laws and regulations.

Within the scope of its reporting, the Management Board regularly informs the Supervisory Board, especially in the Supervisory Board’s meetings, without delay and comprehensively, of, in particular, fundamental issues of the Company’s and its subsidiaries’ and joint ventures’ business planning (in particular financial, investment and personnel planning) as well as the assets, liabilities, financial and profit situation, profitability and business development. In doing so, the Management Board shall address deviations from previously formulated plans and targets, indicating the reasons therefor. The reporting of the Management Board also has to contain information on the risk situation, risk management, risk controlling as well as on compliance.

The Management Board shall timely provide the Supervisory Board with the information necessary for the performance of its duty and shall also provide the Supervisory Board with such information and reports as the Supervisory Board or the Chairperson of the Supervisory Board may request from time to time.

§ 9
Conflicts of Interest

1.	The managing directors shall avoid, as much as possible, all conflicts of interest between themselves and the Company.

A managing director may not participate in the deliberation and the decision-making process of the Management Board if it concerns a subject in which this managing director has a direct or indirect personal interest which conflicts with the interest of the Company and the enterprise affiliated with it. In such event, the other managing directors shall be authorised to adopt the resolution (without prejudice to any quorum and/or qualified majority requirements). If all managing directors have a conflict of interest as referred to above, the resolution shall be adopted by the Supervisory Board. A managing director shall notify the chairperson of the Supervisory Board and the other managing directors of any actual or potential conflict of interest as soon as possible.

3.	A managing director shall not be deemed to have a conflict of interest with the Company within in the meaning of the Dutch Civil Code by reason only of his or her affiliation with a direct or indirect shareholder of the Company.

The managing directors require the approval of the Supervisory Board for accepting other positions or assignments, especially seats on supervisory, advisory and similar boards, as well as assuming an executive position in another company. This shall not apply to any further positions within Mytheresa Group and to positions, which are assumed upon the initiative of the Company in any of its subsidiaries.

5.	Managing directors shall not:

compete with the Company;

demand or accept substantial gifts from the Company for themselves or their spouse, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree;

provide unjustified advantages to third parties at the Company’s expense; or

take advantage of business opportunities to which the Company is entitled for themselves or for their spouse, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree.

6.	The following transactions require the approval of the Supervisory Board:

entering into a transaction between the Company and a legal entity in which a managing director personally has a material financial interest; or

entering into a transaction between the Company and a legal entity which has a managing director who is related under family law to a managing director or a supervisory director.

All transactions in which there are conflicts of interest with managing directors shall be agreed on terms that are customary in the market. Decisions to enter into transactions in which there are conflicts of interest with managing directors that are of material significance to the Company and/or the relevant managing directors require the approval of the Supervisory Board in accordance with Section 7 paragraph 1 (c)).

§ 10
Status

1.	These Rules shall be effective as of the date of the Supervisory Board resolution by which these Rules have been implemented and shall remain in force until amended or terminated the Supervisory Board.

Where these Rules are inconsistent with Dutch law or the Articles of Association, Dutch law or, as the case may be, the Articles of Association shall prevail. Where these Rules are in accordance with the Articles of Association but are inconsistent with Dutch law, the latter shall prevail. If one or more provisions of these Rules are or become invalid, this shall not affect the validity of the remaining provisions. The Supervisory Board shall use its best efforts to replace the invalid provisions with provisions which are valid and the effect of which is, given the contents and purpose of these rules of procedure, to the greatest extent possible, similar to that of the invalid provisions.

EX-3.2 4 tm2512474d1_ex3-2.htm EXHIBIT 3.2

Exhibit 3.2

AMENDED AND RESTATED RULES OF PROCEDURE OF THE SUPERVISORY BOARD

MYT NETHERLANDS PARENT B.V.

In accordance with article 28.9 of the articles of association (the “Articles of Association”) of MYT Netherlands Parent B.V. (the “Company”) and based on the resolution of the supervisory board of the Company (the “Supervisory Board”) dated September 30, 2024, the following rules of procedure (“Rules”) for the Supervisory Board shall apply. These Rules are complementary to (i) the provisions regarding the Supervisory Board contained in applicable law and regulations, including, when applicable, the principles of good governance and best practice provisions as contained in the Dutch Corporate Governance Code and the NYSE listing standards, and (ii) the Articles of Associations.

§ 1
Members of the Supervisory Board

1.	The Supervisory Board shall be composed of at least three (3) supervisory directors.

The Supervisory Board shall prepare a profile for its size and composition, taking into account the nature of the business, its activities, and the desired expertise, experience, diversity and independence of its supervisory directors. The Supervisory Board shall evaluate the profile annually and shall adjust the profile if necessary. The profile will be available at the offices of the Company and on the Company’s investor relations website (which may be a link from the Company’s main website).

3.	Each supervisory director shall have the required knowledge, abilities and relevant experience to fulfil his or her duties properly and shall be sufficiently independent.

4.	With respect to the independence requirements within the Supervisory Board, the Supervisory Board shall endeavour to ensure, within the limits of its powers, that it is at all times composed so that:

supervisory directors are able to act critically and independently of one another, the board of managing directors of the Company (“Management Board”) and any particular interests involved. In order to safeguard this independence criteria, the Supervisory Board should be composed to the extent feasible such that:

any one of the criteria referred to in Section 1 (5) (a) - (e) inclusive are applicable to at most one supervisory director;

ii.

supervisory directors who are affiliated with or representing any shareholder or group of affiliated shareholders who directly or indirectly hold more than ten percent of the shares in the Company will comprise less than 50% of the supervisory directors; and

iii.

the total number of supervisory directors to whom the criteria referred to in Section 1 (5) are applicable shall account for less than half of the total number of supervisory directors;

5.	A supervisory director is not independent if one of the following criteria of dependence applies to him. These criteria are that the supervisory director concerned, his or her spouse, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree:

has been an employee or managing director of the Company or one of its subsidiaries in the five years prior to their appointment as supervisory director;

receives personal financial compensation from the Company, or, other than the compensation received for the work performed as a supervisory director and in so far as this is not keeping with the ordinary course of business;

has had an important business relationship with the Company or one of its subsidiaries in the year prior to the appointment;

is a member of the executive board of a company in which a managing director is a supervisory director; or

has temporarily managed the Company during the previous twelve months due to vacant seats on the Management Board, or because managing directors were unable to perform their duties.

The supervisory director that has been appointed pursuant to a nomination by Richemont Italia Holding S.p.A., a company incorporated under the laws of Italy (“Richemont”) in accordance with the terms of the relationship agreement entered into on April 23, 2025, by and between the Company and Richemont (the “Relationship Agreement”), will be referred to in these Rules as the “Richemont Nominee”.

Richemont shall no longer have the right to nominate a Richemont Nominee, from and after the date that Richemont, together with its Affiliates (as defined below), ceases to own at least 10% of the ordinary shares in the capital of the Company (the “Ordinary Shares”, which definition includes American Depositary Shares (ADSs) in respect of Ordinary Shares) as a direct result of a Disposal (as defined below) by Richemont or its Affiliates that takes its ownership below such threshold or from and after the date that Richemont, together with its Affiliates, ceases to own at least 5% of the Ordinary Shares for any reason.

“Affiliate” means, in relation to any person or entity, any direct or indirect subsidiary or direct or indirect holding company of that person or entity and any other subsidiary of such holding company.

“Disposal” means (i) to directly or indirectly, sell, transfer, assign or otherwise dispose of any legal or beneficial interest in any Ordinary Share and the voting rights in respect thereof, (ii) the disposal of beneficial ownership in Ordinary Shares as a result of the enforcement of any Encumbrance (as defined below) granted over any Ordinary Share or (iii) any arrangement, structuring device or other transaction having a similar economic or legal effect to the transactions referred to under (i) and (ii), it being understood that a Disposal of Ordinary Shares to a legal successor under universal title shall not be considered a Disposal.

“Encumbrance” means any security interest, claim, lien, charge, pledge, or other restriction that creates or may create a security interest over the Ordinary Shares.

§ 2
Rights and Obligations of the Members of the Supervisory Board

The Supervisory Board shall supervise the policy of the Management Board and the general course of affairs of the Company and the business associated with it. It assists the Management Board with advice. The responsibility for the proper performance of the Management Board’s duties is vested collectively in the Supervisory Board

2.	The Supervisory Board shall supervise the Management Board in the following respects, among others:

corporate strategy including long-term value creation;

the effectiveness of the internal risk management and control systems;

the preparation, review and audit of the Company’s annual and quarterly financial statements;

the Company’s diversity and inclusion policy;

the remuneration structure for the Management Board and employees;

the Company’s shareholder relations;

the steps taken by the Management Board to formulate a sustainability and ESG strategy that is appropriate for the Company and the enterprise affiliated with it; and

compliance with laws and regulations.

3.	All supervisory directors shall have the same rights and duties under applicable law, the Articles of Association or these Rules. They are not bound by mandates or instructions.

In the performance of their duties, supervisory directors shall be guided by the interests of the Company and the enterprise affiliated with it, taking into consideration the interests of the Company’s stakeholders. The Supervisory Board will be responsible for the quality of its own performance. No supervisory director may pursue personal interests in his or her decisions or personally engage in business opportunities intended for the Company.

5.	Together with the Management Board, the Supervisory Board shall ensure that there is a long-term succession planning.

6.	The Supervisory Board can, in addition to the corporate body formed by the shareholders of the Company and other persons with meeting rights (“General Meeting”), dismiss and suspend managing directors.

The supervisory directors shall be bound to strict confidentiality with regard to confidential information of the Company, especially confidential reports and consultations, to which they gain access through their service on the Supervisory Board. This obligation continues to apply after they have left their office. All confidential documents must be returned to the chairperson of the Supervisory Board (“Chairperson”) or, at the Chairperson’s option, destroyed when a supervisory director’s constituency with the Supervisory Board comes to an end.

§ 3
Conflict of Interest

1.	The supervisory directors shall avoid, as much as possible, all conflicts of interest between themselves and the Company.

The Supervisory Board is responsible for the decision-making on dealing with conflicts of interest regarding managing directors, supervisory directors and majority shareholders in relation to the Company. The Chairman shall, if possible in consultation with the other supervisory directors determine the course of action to be taken. The supervisory director or managing director concerned shall not take part in the assessment by the Supervisory Board whether a conflict of interest exists.

A supervisory director with a direct or indirect personal interest that conflicts with the Company’s interest may not take part in the deliberations or decision-making. If all supervisory directors have a conflict of interest as referred to above, such resolution may be adopted by the Supervisory Board, irrespective of the conflict of interest.

Each supervisory director shall inform the Chairperson of potential conflicts of interest, especially those, which may arise through a consultant or directorship function with clients, suppliers, lenders or other business associates. If necessary, the Chairperson of the Supervisory Board will arrange for the matter of potential conflicts of interest involving a supervisory director to be discussed and determined by the Nominations, Governance and Sustainability Committee. The Chairperson shall inform the Supervisory Board of his or her own potential conflicts of interest, if any, and shall arrange for such matter of potential conflicts of interest to be discussed and determined by the Nominations, Governance and Sustainability Committee.

5.	The mere fact that a supervisory director is connected to a direct or indirect shareholder of the Company does in itself not constitute a conflict of interest.

Except with respect to any matter involving or related to brand supply arrangements, terms or agreements (including the negotiation thereof) between the Company and its subsidiaries, on the one hand, and any brand owned by Richemont from time to time on the other hand, the mere fact that products of Richemont and its Affiliates are sold on platforms operated by the Company and its subsidiaries does not in itself constitute a conflict of interest.

7.	Members of the Supervisory Board shall not:

compete with the Company;

demand or accept substantial gifts from the Company for themselves or their spouse, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree;

provide unjustified advantages to third parties at the Company’s expense; or

8.	The following transactions require the approval of the Supervisory Board:

entering into a transaction between the Company and a legal entity in which a managing director or a supervisory director personally has a material financial interest; or

entering into a transaction between the Company and a legal entity which has a supervisory director who is related under family law to a managing director or supervisory director.

All transactions in which there are conflicts of interest with supervisory directors shall be agreed on terms that are customary in the market. Decisions to enter into transactions in which there are conflicts of interest with supervisory directors that are of material significance to the Company and/or the relevant supervisory directors require the approval of a majority of the supervisory directors voting on such matter with the conflicted supervisory director or supervisory directors recusing himself, herself or themselves from any deliberations or decision-making on such matter.

§ 4
Chairperson and Vice-Chairperson of the Supervisory Board

1.	The Supervisory Board shall appoint one of the supervisory directors as Chairperson and one of the supervisory directors as vice-chairperson (“Vice-Chairperson”). The Chairperson of the Supervisory Board should not be a former managing director.

2.	The Chairperson is the primary point of contact for the other supervisory directors and for the Management Board. The Chairperson maintains the contacts with the Management Board and keeps the other supervisory directors informed regularly of such contacts.

3.	The Vice-Chairperson replaces, and assumes the powers and duties of, the Chairperson in the latter’s absence.

4.	The Chairperson shall see to it that:

the supervisory directors follow their introduction and education or training program;

the supervisory directors receive in good time all information which is necessary for the proper performance of their duties;

there is sufficient time for consultation and decision-making by the Supervisory Board;

the committees of the Supervisory Board function properly;

the performance of the managing directors and supervisory directors is assessed at least once a year;

the Supervisory Board elects a Vice-Chairperson;

the Supervisory Board has proper contact with the Management Board and the General Meeting and, if applicable, any works council;

the Supervisory Board ensures that any (suspicion of) material misconduct and irregularities are reported to, and investigated by, the Supervisory Board without delay;

the General Meeting proceeds in an orderly and efficient manner;

effective communication with shareholders is assured; and

the Supervisory Board is involved closely, and at an early stage, in any merger or takeover processes.

§ 5

Observer of the Supervisory Board

The Supervisory Board shall allow a non-voting observer designated by Richemont (the “Richemont Observer”) to attend and participate in the meetings of the Supervisory Board and any committee as included in, or formed in accordance with, these Rules. The Richemont Observer shall not have any voting rights in the meetings of the Supervisory Board or the committees.

Richemont shall no longer have the right to nominate a Richemont Observer, from and after the date that Richemont, together with its Affiliates, ceases to own at least 10% of the Ordinary Shares as a direct result of a Disposal by Richemont or its Affiliates that takes its ownership below such threshold or from and after the date that Richemont, together with its Affiliates, ceases to own at least 5% of the Ordinary Shares for any reason.

2.	The Richemont Observer will be:

given notice of any meeting of the Supervisory Board or any committee thereof at the same time as the supervisory directors;

entitled to be present at all meetings of the Supervisory Board or any committee thereof which includes, for the avoidance of doubt, other informal meetings of the Supervisory Board or any committee thereof;

provided with copies of all minutes of the Supervisory Board and committee meetings at the time such materials are given to the supervisory directors or the members of such committee; and

provided with copies of any reports, minutes or other documents distributed to the Supervisory Board or any committee thereof, including for the avoidance of doubt, drafts of written resolutions, at the time such materials are given to the supervisory directors or the members of such committee,

provided however, that before any confidential information is distributed to any Richemont Observer, such Richemont Observer must execute a customary confidentiality agreement with the Company. All confidential documents must be returned to the Chairperson or, at the Chairperson’s option, destroyed when the Richemont Observer’s constituency with the Supervisory Board comes to an end.

The Company shall reimburse the Richemont Observer or Richemont, as applicable, for all costs and expenses reasonably incurred by him/her in enabling the attendance of the Richemont Observer at meetings of the Supervisory Board or any committee of the Supervisory Board, to the extent of and in accordance with the Company’s expense reimbursement policies from time to time for such costs and expenses as such policies apply to all other supervisory directors.The Richemont Observer shall not be entitled to any remuneration.

4.	If the Supervisory Board or any committee determines in good faith that exclusion of the Richemont Observer from any meeting, or withholding of any information or material from the Richemont Observer, is reasonably necessary to, among other things:

avoid an actual or potential conflict of interest between the Company and Richemont or such Richemont Observer;

limit dissemination of sensitive personnel information; or

to preserve legal privilege or the confidentiality of certain confidential information,

the Supervisory Board or the relevant committee thereof, as applicable, shall have the right to exclude the Richemont Observer from any such meeting or portions thereof (to be determined at the discretion of the Supervisory Board or the relevant committee thereof, as applicable), or withhold such information or materials or those portions (to be determined at the discretion of the Supervisory Board or the relevant committee thereof) from the Richemont Observer that is reasonable necessary to protect the group’s interest, provided that the Supervisory Board or relevant committee shall only exercise such rights if it would do so in a manner consistent with how it would approach the participation or receipt of information by a supervisory director. The Richemont Observer shall be excluded from any Supervisory Board deliberations pursuant to this paragraph 4.

§ 6
Convening of Meetings

1.	The Supervisory Board meets as often as deemed necessary for the proper functioning of the Supervisory Board, but at least two meetings in every half-calendar year.

Any two (2) supervisory directors or the Management Board, indicating the purpose and the reasons for such request, shall be entitled to ask the Chairperson to convene a meeting of the Supervisory Board without delay. Should this request be denied, the supervisory directors who requested the meeting or the Management Board may provide an agenda and convene the Supervisory Board itself.

3.	The Chairperson, if unavailable, his or her Vice-Chairperson, shall convene the meetings of the Supervisory Board. Should both the Chairperson and Vice-Chairperson be absent from a meeting, the meeting itself shall designate a chairperson.

The Chairperson informs the Supervisory Board in particular of important events, which have been communicated to him or her by the chairperson of the Management Board and which are of fundamental importance for the assessment of the situation and development of the Company as well as for the management of the Company, and if necessary, convenes an extraordinary meeting of the Supervisory Board.

The meeting shall be convened with a notice period of 14 days stating the agenda. In urgent cases, the notice period can be shortened by the Chairperson in his or her discretion to as short as one (1) day. Working papers shall be sent to the supervisory directors and, if applicable, the Richemont Observer, together with the convocation notice of the meeting, but in any case with sufficient time prior to the meeting. The aforementioned notice period shall be calculated as of the date on which the meeting convocation is sent.

6.	Proposals for resolutions by a supervisory director or the Management Board shall be put on the agenda, if received before the agenda is circulated.

7.	The Management Board shall attend the meetings of the Supervisory Board, unless the Chairperson decides otherwise.

8.	The Supervisory Board shall discuss at least once a year without the Management Board being present:

its own functioning and that of its supervisory directors, and the conclusions that must be drawn on the basis thereof;

the desired profile, composition and competence of the Supervisory Board;

the functioning of the Management Board; and

the performance of the managing directors, and the conclusions that must be drawn on the basis thereof.

§ 7
Meetings and Resolutions

The Chairperson leads the meetings of the Supervisory Board. If the Chairperson is absent, the Vice-Chairperson will lead the meeting of the Supervisory Board. If both the Chairperson and the Vice-Chairperson are absent from a meeting of the Supervisory Board, the supervisory directors present shall appoint a chairperson for such meeting. The chairperson of any meeting of the Supervisory Board shall determine the order in which items are dealt with as well as the type of voting.

2.	The meetings shall be conducted in the English language.

Supervisory Board meetings can be held at the offices of the Company, but may take place elsewhere, as decided by the Chairperson when convening the meeting. In addition, meetings may be conducted by telephone or via videoconferencing facilities provided that each supervisory director taking part in such meeting is able to hear the deliberations and can be heard by the other supervisory directors and no supervisory director objects thereto.

4.	The Supervisory Board may also pass resolutions without holding a formal meeting, provided that all the supervisory directors entitled to vote have agreed with this method of decision-making and have expressed themselves regarding the proposal concerned in writing.

5.	The Supervisory Board shall ensure to adopt its resolutions unanimously. Notwithstanding the aforementioned, matters of the Supervisory Board shall be resolved by simple majority of the votes cast, unless otherwise provided for by law or by the Articles of Association.

6.	Each supervisory director has the right to cast one vote. Blank votes, abstentions and invalid votes are not counted towards votes cast. In the event of a tie vote, the proposal is rejected.

For as long as Richemont has the right to nominate a Richemont Nominee pursuant to Section 1 paragraph 6 and provided that Richemont has a Richemont Nominee appointed to the Supervisory Board, and until completion of the wind down plan in respect of the OFS Activities (as defined below), envisaged by the end of February 2026, any resolution of the Supervisory Board to grant its prior approval to any resolution of the Management Board with respect to any material amendments to the wind down plan in respect of the OFS activities, being (i) the provision by YOOX Net-a-Porter Group S.p.A., a joint stock company (società per azioni) incorporated under the laws of Italy, or any of its subsidiaries, of B2B services to certain luxury brands to set-up and power their own e-commerce destinations, including online and mobile store development, including, in each case, all related and supporting activities thereto (the “OFS Services”), and (ii) the third party agreements, in each case with any amendments or related agreements thereto, entered into for the purpose of transition and de-commissioning of OFS Services (the “OFS Agreements”, and together with the OFS Services, the “OFS Activities”), requires the affirmative vote of the Richemont Nominee.

If the Richemont Nominee is not present at the meeting of the Supervisory Board where the approval of the matter as referred to in the previous sentence is placed on the agenda, despite proper notice, a second meeting with the approval of the same matter on the agenda will be called at the earliest convenience of the Supervisory Board, and in any case within 5 business days after the first meeting. In case the Richemont Nominee is also not present at this second meeting of the Supervisory Board, despite proper notice, the Supervisory Board is authorized to pass a resolution on the matter, without requiring the affirmative vote of the Richemont Nominee.

In case Richemont no longer has the right to nominate a supervisory director in accordance with the terms of the Relationship Agreement, the affirmative vote of the Richemont Nominee, in so far as the Richemont Nominee has not yet resigned as supervisory director, is no longer required for the approval of the matter referred to in the first sentence of this paragraph 7.

A quorum of the Supervisory Board is present at least half of the supervisory directors entitled to vote are present or represented during such meeting. If the meeting has no quorum despite proper notice, a second meeting with the same agenda may be called. The quorum of such second meeting shall be that two supervisory directors entitled to vote can participate in the vote unless only one supervisory director entitled to vote is then in office, in which case the quorum shall be one supervisory director entitled to vote.

Items not included in the agenda may be debated, if the majority of the supervisory directors entitled to vote and present at the meeting chooses to do so. Resolutions on such items may only be adopted, if no supervisory director raises an objection in the meeting and all of the absent supervisory directors subsequently approve this procedure within a period to be determined by the Chairperson.

10.	The Chairperson shall appoint a secretary of the meeting to take the meeting minutes and shall decide whether to call upon experts or other persons, who are able to provide information for dealing with certain items on the agenda.

11.

Minutes, in the English language, shall be provided for each meeting of the Supervisory Board, which shall be signed by the secretary of the meeting and approved by the Chairperson. The minutes shall state the place and the day of the meeting, those present, the items on the agenda, the essential content of the discussions and any resolutions passed by the Supervisory Board. Any resolution adopted outside of meetings shall be recorded in writing and such resolutions shall be sent to all supervisory directors immediately.

12.	The minutes shall be sent to all supervisory directors and, if applicable, the Richemont Observer. They shall be deemed approved, if no supervisory director who took part in the resolution submits a written objection to the Chairperson within four weeks of the minutes being sent.

§ 8

General Meeting

1.	The Management Board and the Supervisory Board shall participate in the general meeting, unless there are serious grounds preventing them from doing so.

2.	The Chairperson or in his or her absence the Vice-Chairperson shall act as the chairperson of the General Meeting. If both the Chairperson and the Vice-Chairperson are absent from a General Meeting, the supervisory directors present shall appoint a chairperson for such general meeting.

The Management Board and the Supervisory Board are responsible for the corporate governance structure of the Company and for compliance with the Dutch Corporate Governance Code. Each significant change in the Company’s corporate governance structure or compliance with the Dutch Corporate Governance Code shall be addressed in a separate item on the agenda for consideration by the general meeting.

§ 9
Committees

1.	From among the supervisory directors, the Supervisory Board shall set up and appoint the following committees:

a Nominations, Governance and Sustainability Committee;

a Compensation Committee; and

an Audit Committee.

2.	The Supervisory Board may at its discretion have such other standing and/or ad hoc committees as it deems fit.

These committees shall be appointed by the Supervisory Board from among the supervisory directors. The Supervisory Board remains collectively responsible for decisions prepared by committees from among the supervisory directors. The Supervisory Board may delegate powers to a committee. A committee may only exercise such powers as are explicitly delegated to it and may never exercise powers beyond those exercisable by the Supervisory Board as a whole. The Supervisory Board may, partial or in full, revoke any power delegated to a committee.

The Supervisory Board and, if applicable, the Richemont Observer shall receive a report from each Committee of its deliberations and findings after each Committee meeting. In these reports each Committee must inform the Supervisory Board and, if applicable, the Richemont Observer in a clear and timely way of the manner in which it has used delegated authority and of any major development in the area of its responsibilities. In the report of the Supervisory Board and, if applicable, the Richemont Observer, an explanation will be provided on how the duties of the Committees were carried out in the financial year. In addition, the report of the Supervisory Board and, if applicable, the Richemont Observer will stipulate the composition of the Committees, the number of Committee meetings, and the main items discussed at the meetings.

5.	The Committees shall review, at least annually, the adequacy of the terms of reference in its Charter and recommend to the Supervisory Board any amendments to such Charter that the Committee considers necessary.

6.	If a committee as referred to in clause Section 9 paragraph 1 has not been instituted, the practices and principles for that committee as set out in Section 11, Section 12 and Section 13 shall apply to the Supervisory Board

7.	The rules established for the Supervisory Board in the Articles of Association and these Rules apply accordingly to the internal organization of the committees, unless stipulated otherwise below.

§ 10
Committee Members

1.	The members of the committees are appointed for their entire tenure as supervisory directors.

2.	The Supervisory Board and, if applicable, the Richemont Observer, shall receive in a timely manner from each committee a report of its deliberations and findings.

§ 11
Nominations, Governance and Sustainability Committee Charter

1.	The Nominations, Governance and Sustainability Committee shall be composed of at least three supervisory directors. The chairperson of the Nominations, Governance and Sustainability Committee shall be appointed by the Supervisory Board.

All committee members must have been determined by the Supervisory Board to be independent as defined and to the extent required in the applicable United States Securities and Exchange Commission (“SEC”) rules and NYSE listing standards, as they may be amended from time to time (the “listing standards”) and must otherwise meet the requirements for committee membership as determined by the listing standards.

3.	The Nominations, Governance and Sustainability Committee shall have the following duties and responsibilities

keeping under review the size and composition (including the skills, experience, independence, knowledge, diversity and length of service) of the Management Board and the Supervisory Board and making recommendations to the Supervisory Board with regard to any changes that are deemed necessary;

keeping under review the talent development of the Company’s senior executives in view of appropriate succession planning taking into account the balance in the requisite expertise, experience and diversity;

preparing and updating the Supervisory Board profile;

drafting the selection criteria and appointment procedures for the recruitment of new managing directors and supervisory directors taking into account the specific requirements as included in the Articles of Association of the Company;

making proposals for appointment and reappointment of suitable Management Board candidates and Supervisory Board candidates to be presented to the general meeting;

recommending supervisory directors to serve on the Committees of the Supervisory Board, giving consideration to the criteria for service on each committee as set out in the Charter for such committees;

recommending supervisory directors to serve as the chairperson of the Committees of the Supervisory Board;

reviewing and discussing the Company’s sustainability and Environmental, Social and Governance (ESG) strategy;

overseeing the corporate governance structure of the Company and developing, recommending to the Supervisory Board and monitoring compliance with the Dutch Corporate Governance Code and any other applicable corporate governance policies and regulations;

if delegated to it, overseeing the annual evaluation of the Supervisory Board and reporting on its performance and effectiveness;

establishing, monitoring and recommending the purpose, structure and duties of the Committees of the Supervisory Board, the qualifications and criteria for membership on each Committee of the Supervisory Board and, as circumstances dictate, making any recommendations regarding periodic rotation of supervisory directors among the committees; and

reviewing and evaluating the performance of the Nominations, Governance and Sustainability Committee and its members.

4.	The Nominations, Governance and Sustainability Committee shall meet at least two times a year. Meetings shall also be held whenever the chairperson or one of the other members of the Nominations, Governance and Sustainability Committee considers this appropriate.

5.	The chairperson of the Management Board and the secretary of the Company shall attend the meetings of the Nominations, Governance and Sustainability Committee.

§ 12
Audit Committee Charter

1.	The Audit Committee shall be composed of three supervisory directors.

Each member of the Audit Committee must have been determined by the Supervisory Board to be independent, as defined and to the extent required in the applicable United States SEC rules and NYSE listing standards for purposes of audit committee membership and must otherwise meet the requirements for committee membership as determined by the listing standards.

Each Audit Committee member must be financially literate upon appointment to the Audit Committee, as determined by the Supervisory Board in accordance with the listing standards. At all times, there should be at least one Audit Committee member who, as determined by the Supervisory Board, is an audit committee financial expert as defined in the SEC rules.

4.	The Audit Committee shall have the following duties and responsibilities:

monitoring effectiveness of the Company’s internal risk management and control systems;

monitoring the accounting process, the effectiveness of the internal control system, the risk management system and the audit of the financial statements, in particular regarding the selection and independence of the auditor and the additional services to be provided by the auditor;

the monitoring of the Management Board with regard to: (i) the application of information and communication technology by the Company, including risks relating to cyber security and data privacy; and (ii) the Company’s tax policy;

making recommendations and proposals to ensure the integrity and quality of the financial reporting process;

exercising direct responsibility, to the extent consistent with Dutch law, for the appointment, compensation, retention, termination, evaluation and oversight of the work of the external auditor engaged by the Company for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for the Company;

resolving disagreements between the Management Board and the external auditor regarding financial reporting and the receipt of communications from the auditor as may be required under professional standards applicable to the external auditor;

evaluating the qualification, independence and performance of the external auditor, including (i) receiving from the external auditor all written statements and other communications relating to their independence from the Company that may be required under the then applicable rules governing external auditor and (ii) actively discussing with the external auditor any disclosed relationships or services that may impact their objectivity and independence, and take any other appropriate action to oversee their independence;

reviewing and discussing with the external auditor and the Management Board the annual audit plan, including critical accounting policies and practices to be used;

timely requesting and receiving from the external auditor (before the filing of any audit report) the report or update required pursuant to applicable SEC rules concerning: (i) all critical accounting policies and practices to be used, (ii) all alternative treatments within generally accepted accounting principles for policies and practices relating to material items that have been discussed with the Management Board, including ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the external auditor and (iii) other material written communications between the external auditor and the Management Board, such as any management letter or schedule of unadjusted differences;

discussing with the external auditor any “critical audit matters” (CAMs) to be included in the external auditor’s report in accordance with the requirements of PCAOB AS 3101, The Auditor’s Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion;

pre-approving all audit, review, attest and permissible non-audit services (including any permissible internal control-related services) to be provided to the Company or its subsidiaries by the external auditor, in connection with which responsibility the Audit Committee may establish pre-approval policies and procedures in compliance with applicable SEC rules;

reviewing and discussing, as appropriate, with the external auditor, management and the Management Board (i) the design and effectiveness of the Company’s internal control over financial reporting and (ii) any significant deficiencies or material weaknesses in that internal control, any change that has materially affected or is reasonably likely to materially affect that internal control (including special steps adopted in light of such a deficiency or weakness), and any fraud (whether or not material) that involves management or other employees who have a significant role in that internal control, that have been reported to the Audit Committee;

preparing the review and discussion with the external auditor and the Management Board the results of the annual audit and the review of the quarterly unaudited financial statements;

reviewing and discussing with the external auditor and the Management Board any quarterly or annual earnings announcements;

discussing with the external auditor the matters required to be discussed by PCAOB Auditing Standard No. 2410 and other related auditing standards, including without limitation information regarding the Company’s relationships with related parties, the Company’s significant unusual transactions and the Company’s financial relationships and transactions with its executive officers, if any;

discussing with the external auditor the matters required to be discussed by PCAOB Auditing Standard No. 1301;

reviewing and approving, as appropriate, any related party transactions and reviewing and monitoring, investigating and addressing potential conflict of interest or other ethical or compliance situations involving any managing directors or any employee of the Company or any of its subsidiaries on an ongoing basis for compliance with the Code of Conduct;

establishing and maintaining procedures for the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters;

reviewing and approving, (i) on an annual basis, the Company’s decision to enter into swaps, including those that may not be subject to clearing and exchange trading and execution requirements in reliance on the “end-user exception” set forth in Sections 2(h)(1) and 2(h)(8) of the United States Commodity Exchange Act (the “End-user Exception”), and considering the risks and benefits of entering into swaps without clearing and exchange trading and execution in reliance on the End-user Exception and (ii) the Company’s policies governing the Company’s use of swaps and other derivative transactions subject to the End-user Exception;

establishing and maintaining procedures for the confidential, anonymous submission by employees of the company of concerns regarding questionable accounting or auditing matters;

reviewing and taking appropriate action with respect to any reports to the Audit Committee from legal counsel for the Company concerning any material violation of securities law or breach of fiduciary duty or similar violation by the Company, its subsidiaries or any person acting on their behalf;

reviewing and evaluating the performance of the Audit Committee and its members; and

preparing the Supervisory Board’s resolution on the consolidated and unconsolidated financial statements.

5.	The Audit Committee shall undertake such additional duties as from time to time may be requested by the Supervisory Board or required by law or regulations.

6.	The Audit Committee shall determine rules for auditor selection, independence and evaluation and recommend the external auditors to be proposed for shareholder approval in accordance with the Articles of Association.

The chairperson of the Audit Committee shall be elected by the Supervisory Board. The chairperson of the Audit Committee shall have special knowledge and experience in the application of accounting principles and internal control procedures and shall be familiar with an audit review and shall be independent. The chairperson of the Audit Committee shall not be the Chairperson of the Supervisory Board, chairperson of the Management Board or a former managing director. The members of the Audit Committee as a whole must be familiar with the sector In which the Company operates. At least one member of the Audit Committee must have competence in the preparation and auditing of the financial statements.

The Audit Committee shall meet as frequently as circumstances dictate but no less than four times annually and additionally whenever one or more members of the Audit Committee have requested a meeting. The Audit Committee must meet at least before the publication of the annual results. Meetings can be held in any way as the Audit Committee sees fit, including through video and telephone conferencing facilities.

9.	The chairperson of the Audit Committee shall prepare and/or approve an agenda in advance of each meeting.

10.	The Audit Committee shall maintain minutes or other records of meetings and activities of the Audit Committee. The minutes of the meetings of the Audit Committee will be shared with all supervisory directors and, if applicable, the Richemont Observer.

11.	The Audit Committee shall, through its chairperson (or a member designated by him or her), report its findings to each subsequent plenary Supervisory Board meeting.

12.	The Audit Committee shall meet in a separate session with the external auditor at least annually outside the presence of the Management Board.

13.	The chief financial officer and the external auditor shall attend Audit Committee meetings unless the Audit Committee determines otherwise. The Audit Committee decides whether and, if so, when the chief executive officer, should attend its meetings.

14.

As the Audit Committee deems necessary to carry out its duties, it is authorized to select, engage (including approval of the fees and terms of engagement), oversee, terminate and obtain advice and assistance from outside legal, accounting or other advisers or consultants. The Company will provide for appropriate funding, as determined by the Audit Committee, for payment of:

compensation to the external auditor for their audit and audit-related, review and attest services;

compensation to any advisers engaged by the Audit Committee; and

15.	ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

§ 13
Compensation Committee Charter

1.	The Compensation Committee shall be composed of at least three supervisory directors. The chairperson of the Compensation Committee shall be appointed by the Supervisory Board.

All committee members must have been determined by the Supervisory Board to be independent, as defined and to the extent required in the applicable United States SEC rules and NYSE listing standards as they may be determined from time to time and must otherwise meet the requirements for committee membership as determined by the listing standards.

3.	The Compensation Committee shall have the following duties and responsibilities:

making recommendations regarding the remuneration policy for both the Management Board and the Supervisory Board and monitoring its implementation;

considering all aspects of compensation and employment terms for the Management Board, making recommendations to and preparing decisions of the Supervisory Board, discussing the terms of new service agreements for the managing directors and amendments to existing agreements, including compensation guidelines, incentive programs, strategy and framework;

commissioning, when appropriate, an independent review of the compensation guidelines and the compensation packages paid to the managing directors to ensure that the guidelines reflect the best practices and that the packages remain competitive and in line with market practice;

presenting an evaluation of the Management Board’s performance vis-à-vis the agreed individual performance targets and making a recommendation to the Supervisory Board regarding the individual employment terms and compensation of the Management Board;

assisting the Supervisory Board in the oversight of regulatory compliance with respect to compensation matters, including monitoring the system for compliance with the relevant provisions of the Dutch Corporate Governance Code and the listing rules of any relevant securities exchange upon which the Company’s shares are listed concerning the disclosure of information about compensation for the Management Board and other senior executives;

reviewing and recommending any severance or similar termination payments proposed to be made to any current or former managing directors; and

administering the Company’s incentive compensation plans and equity compensation plans;

making recommendations to the Supervisory Board with respect to the Company’s incentive compensation plans and equity based compensation plans and discussing and determining amendments to existing plans or the establishment of new management and employee compensation plans.

The Compensation Committee may ask the advice of internal and external experts on matters within the competence of the Compensation Committee and may, in its sole discretion, select, retain and obtain the advice of and/or terminate a compensation consultant. The Company must provide for appropriate funding, as determined by the Compensation Committee, for payment of reasonable compensation to a compensation consultant retained by the Compensation Committee. The Compensation Committee shall verify that the consultant concerned does not also provide advice to the Company’s (members of the) Management Board and is independent from the Management Board and shall take into consideration any other factors required by applicable exchanges and/or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and corresponding rules that may be amended from time to time.

5.	The Compensation Committee shall meet at least three times a year. Meetings shall also be held whenever the chairperson or one of the other members of the Compensation Committee considers this appropriate.

6.	The chairperson of the Management Board and the secretary of the Company shall attend the meeting of the Compensation Committee.

7.	The chairperson of the Compensation Committee shall not be the Chairperson, chairperson of the Management Board or a former managing director.

§ 14
Remuneration

1.	The remuneration of the supervisory directors is determined by the General Meeting upon the recommendation of the Supervisory Board.

The Supervisory Board shall submit a clear and understandable proposal for its own appropriate remuneration to the General Meeting. The remuneration of the Supervisory Board should not be dependent on the results of the Company other than in connection with any share awards granted to supervisory directors as part of their remuneration.

3.	The Company shall not grant, maintain, arrange for or renew to supervisory directors any personal loans or guarantees.

§ 15

Status

1.	In addition to the provisions of the applicable law and the Articles of Association, these Rules regulate the internal affairs of the Supervisory Board.

2.	In the event of a conflict between the provisions of these Rules and those of the Articles of Association, the latter shall prevail.

3.	These Supervisory Board Rules have been made by the Supervisory Board and can be amended at any time by the Supervisory Board.

Where these Rules are inconsistent with Dutch law or the Articles of Association, Dutch law or, as the case may be, the Articles of Association shall prevail. Where these Rules are in accordance with the Articles of Association but are inconsistent with Dutch law, the latter shall prevail. If one or more provisions of these Rules are or become invalid, this shall not affect the validity of the remaining provisions. The Board shall use its best efforts to replace the invalid provisions with provisions which are valid and the effect of which is, given the contents and purpose of these Rules, to the greatest extent possible, similar to that of the invalid provisions.

EX-10.1 5 tm2512474d1_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

Execution Version

Dated 23 April 2025

THE NET-A-PORTER GROUP LIMITED
as Company and Borrower

and

RICHEMONT INTERNATIONAL HOLDING S.A.
as Lender

EUR 100,000,000
REVOLVING FACILITY AGREEMENT

Slaughter and May
One Bunhill Row
London EC1Y 8YY
(EJZF/KXXT/MQYB)
587456019

CONTENTS

Clause		Page

1.	Definitions and Interpretation	2

2.	The Facility	27

3.	Purpose	28

4.	Conditions of Utilisation	28

5.	Utilisation - Loans	30

6.	Repayment	31

7.	Prepayment and Cancellation	32

8.	Interest	34

9.	Interest Periods	37

10.	Changes to the Calculation of Interest	37

11.	Tax Gross-Up and Indemnities	39

12.	Increased Costs	47

13.	Other Indemnities	49

14.	Mitigation by the Lender	49

15.	Costs and Expenses	50

16.	Representations	51

17.	Information Undertakings	55

18.	General Undertakings	58

19.	Events of Default	69

20.	Changes to the Lenders	74

21.	Payment Mechanics	78

22.	Set-Off	79

23.	Notices	80

24.	Calculations and Certificates	81

25.	Partial Invalidity	81

26.	Remedies and Waivers	81

27.	Amendments and Waivers	81

28.	Confidential Information	84

29.	Governing Law	88

30.	Enforcement	88

Schedule 1 The Original Obligors	90

Schedule 2 Conditions Precedent to Initial Utilisation	91

Schedule 3 Conditions Subsequent	92

Schedule 4 Form of Utilisation Request	93

Schedule 5 Form of Compliance Certificate	94

Schedule 6 Timetables	95

SIGNATURES	96

THIS AGREEMENT is dated 23 April 2025 and made between:

(1)

THE NET-A-PORTER GROUP LIMITED, a private company with limited liability incorporated in England and Wales with registered number 03820604 having its registered office at 1 The Village Offices, Westfield Ariel Way, London, W12 7GF, as company and borrower (the “Company”);

(2)

RICHEMONT INTERNATIONAL HOLDING S.A., a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg registered with R.C.S. Luxembourg under number B 59.435 having its registered office at 35 Boulevard Prince Henri, Luxembourg, 1724 (the “Lender”); and

(3)

THE SUBSIDIARIES of the Parent (as defined below) listed in Schedule 1 (The Original Obligors) as original guarantors (the “Original Guarantors”).

IT IS AGREED as follows:

SECTION 1
INTERPRETATION

DEFINITIONS AND INTERPRETATION

1.1

Definitions

In this Agreement:

“Acceleration Event” means any Event of Default in respect of which a written notice has been served by the Lender pursuant to clause 19.15 (Acceleration).

“Accounting Principles” means in respect of any person (either alone or including its Subsidiaries) the generally accepted accounting principles and practices of its jurisdiction of incorporation or IFRS.

“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with the Finance Documents and the terms set forth therein.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Annual Financial Statements” has the meaning given to that term in Clause 17 (Information Undertakings).

“Anti-Corruption and Anti-Money Laundering Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Parent or its Subsidiaries from time to time concerning or relating to bribery or corruption or money laundering (as applicable).

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Availability Period” means the period from and including the Closing Date to and including the date falling one month prior to the Termination Date.

“Available Commitment” means the Commitment minus (subject as set out below):

(a)

the amount of any outstanding Utilisations under the Facility; and

(b)

in relation to any proposed Utilisation, the amount of any other Utilisations that are due to be made under the Facility on or before the proposed Utilisation Date.

For the purposes of calculating the Available Commitment in relation to any proposed Utilisation under the Facility, the amount of any Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date shall not be deducted from the Available Commitment.

“Available Facility” means, in relation to the Facility, the Available Commitment in respect of the Facility.

“Borrower” means the Company.

“Borrowings” means, at any time and without double counting, the aggregate outstanding principal, capital or nominal amount of the Financial Indebtedness of members of the Group (on a consolidated basis) and the amount utilised under any asset-backed securities, factoring or forfaiting arrangements other than:

(a)

any indebtedness owed by a member of the Group to another member of the Group;

(b)

any other shareholder loan or other similar instrument subordinated to the satisfaction of the Lender; and

(c)

any indebtedness referred to in paragraph (g) of the definition of “Financial Indebtedness”.

“Break Costs” means the amount (if any) by which:

	(a)	the interest (excluding the Margin) which the Lender should have received for the period from the date of receipt of all or any part of a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

		exceeds:

(b)

the amount which the Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Geneva, London, Luxembourg, Munich, Milan and any TARGET Day.

“Cash and Cash Equivalent Investments” means, at any time, cash and cash equivalent investments as reported in the consolidated financial statements of the Group.

“Change of Control” means:

(a)

any person or group of persons (other than a Permitted Investor) acting in concert gains (directly or indirectly) control of the Company, the Parent or the Ultimate Parent; or

(b)

the Ultimate Parent ceases to (beneficially, directly or indirectly) control 100 per cent. of the shares and voting rights in the Company or the Parent; or

(c)

the Parent ceases to (beneficially, directly or indirectly) control 100 per cent. of the shares and voting rights in the Company; or

(d)

the shares in the Ultimate Parent cease to be listed and publicly traded on the New York Stock Exchange.

For the purposes of limb (a) of this definition only:

“acting in concert” means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Company, the Parent or the Ultimate Parent (as applicable) by any of them, either directly or indirectly, to obtain or consolidate control of the Company, the Parent, or the Ultimate Parent (as applicable); and

“control” means the holding of more than 50 per cent. of the shares and voting rights in the share capital of an entity.

For the purposes of limb (b) of this definition only, “control” shall be construed in accordance with Article 2359, paragraph 1, No. 1) and 2), of the Italian Civil Code (to the extent such control is in respect of an entity to which such laws apply).

“Clean-Up Date” means in respect of any Permitted Acquisition, the date falling 120 (one hundred twenty) days after the closing date of such Permitted Acquisition.

“Closing Date” means the date on which Completion occurs.

“Code” means the US Internal Revenue Code of 1986.

“CTA” means the Corporation Tax Act 2009.

“COMI” means, in relation to a person, its centre of main interest (as that term is used in Article 3(1) of the Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast) (the “Regulation”) or any establishment (as that term is used in Article 2(10) of the Regulation) of that person.

“Commitment” means EUR 100,000,000 to the extent not cancelled or reduced under this Agreement.

“Commitment Letter” means the commitment letter entered into between the Lender and the Ultimate Parent dated 7 October 2024.

“Competitor” means any person that is, or is an Affiliate of, or is acting on behalf of a person that is a trade competitor whose business is similar to the business of the Group, provided that an Affiliate of a trade competitor shall only be treated as a “Competitor” if it can be identified as an Affiliate of a trade competitor after due enquiry provided that this shall not include (i) the Lender or an Affiliate of the Lender or (ii) any person or entity (or any of its Affiliates) which is a financial institution authorised by a financial services regulator within the European Union, United Kingdom or US whose principal business is arranging, underwriting and investing in debt.

“Completion” means the completion of sale and purchase of the shares in the Parent by the Ultimate Parent in accordance with clause 6 of the Share Purchase Agreement.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Compliance Certificate).

“Confidential Information” means all information relating to the Company, any Obligor, the Group, the MYT Group, the Finance Documents or the Facility of which the Lender becomes aware in its capacity as, or for the purpose of becoming, the Lender or which is received by the Lender in relation to, or for the purpose of becoming the Lender under, the Finance Documents or the Facility from any member of the Group or the MYT Group, or any of their respective advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(a)

is or becomes public information other than as a direct or indirect result of any breach by the Lender of Clause 28 (Confidential Information); or

(b)

is identified in writing at the time of delivery as non-confidential by any member of the Group or the MYT Group or any of their respective advisers; or

(c)

is known by the Lender before the date the information is disclosed to it in accordance with the introductory paragraph above or is lawfully obtained by the Lender after that date, from a source which is, as far as the Lender is aware, unconnected with the Group and the MYT Group and which, in either case, as far as the Lender is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Company and the Lender.

“Consolidated Adjusted EBITDA” means, in respect of any Relevant Period, the net income before finance expense (net), income taxes, and depreciation and amortization of the Group or the MYT Group, as applicable, adjusted to exclude other transaction-related, certain legal and other expenses, share-based compensation expense as well as any income resulting from a reversal of such expenses and other adjustments reported quarterly or annually (as the case may be) in the Ultimate Parent’s financial statements.

“Consolidated Pro Forma Adjusted EBITDA” means in relation to a Relevant Period, Consolidated Adjusted EBITDA for that Relevant Period adjusted by;

(a)

including the operating profit before interest, tax, depreciation, amortisation and impairment charges (calculated on the same basis as Consolidated Adjusted EBITDA) of a member of the Group or the MYT Group, as applicable, (or attributable to a business or assets) acquired during that Relevant Period for that part of the Relevant Period prior to its becoming a member of the Group or the MYT Group, as applicable, or (as the case may be) prior to the acquisition of the business or assets; and

(b)

excluding the operating profit before interest, tax, depreciation, amortisation and impairment charges (calculated on the same basis as Consolidated Adjusted EBITDA) attributable to any member of the Group or the MYT Group, as applicable, (or to any business or assets) disposed of during that Relevant Period for that part of the Relevant Period prior to such disposal.

“Default” means an Event of Default or any event or circumstance specified in Clause 19 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Disruption Event” means either or both of:

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing it, or any other Party:

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Dutch Civil Code” means the Dutch civil code (Burgerlijk Wetboek).

“EURIBOR” means, in relation to any Loan in euro:

(a)

the applicable Screen Rate as of the Specified Time for euro and for a period equal in length to the Interest Period of that Loan; or

(b)

as otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate),

and if, in either case, that rate is less than zero, EURIBOR shall be deemed to be zero.

“Event of Default” means any event or circumstance specified as such in Clause 19 (Events of Default).

“Excluded Jurisdiction” means the People’s Republic of China and Russia.

“Facility” means the revolving credit facility made available under this Agreement as described in Clause 2.1 (The Facility).

“Facility Office” means the office (if any) notified by that Lender to the Borrower in writing on or before the date of this Agreement, or by not less than five Business Days’ written notice, as the office through which it will perform its obligations under this Agreement.

“Fallback Interest Period” means three Months.

“FATCA” means:

(a)

sections 1471 to 1474 of the Code or any associated regulations;

(b)

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c)

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

“FATCA Application Date” means:

(a)

in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

(b)

in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Finance Document” means this Agreement, any Compliance Certificate, any Transaction Security Document, any Utilisation Request, the Commitment Letter and any other document designated as a “Finance Document” by the Lender and the Company.

“Finance Lease” means any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as a balance sheet liability.

“Financial Covenant” means a covenant (whether described as a covenant, undertaking, event of default, restriction, prepayment event or other such provision) that requires any member of the MYT Group to (a) achieve or maintain a specified level of net worth, shareholders’ equity, total assets, cash flow or net income, (b) maintain any relationship of any component of its capital structure to any other component thereof (including the relationship of indebtedness to total capitalisation or to net worth), or (c) maintain any measure of its ability to service its indebtedness (including, without limitation, exceeding any specified ratio of revenues, cash flow or net income to indebtedness, interest expense, rental expense, capital expenditures and/or scheduled payments of indebtedness). For the avoidance of doubt, clauses 21.2(a) and 21.2(b) of the MYT Credit Facility (as in effect at the date of this Agreement) constitute Financial Covenants.

“Financial Half-Year” means the period commencing on the day immediately following one Half-Year Date and ending on the next occurring Half Year Date.

“Financial Indebtedness” means, without double counting, any indebtedness for or in respect of:

(a)

moneys borrowed;

(b)

any acceptance under any acceptance credit facility (or dematerialised equivalent);

(c)

any amount raised by the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)

the amount of any liability in respect of any Finance Lease;

(e)

receivables sold or discounted (other than any receivables to the extent they are sold or discounted on a non-recourse basis);

(f)

any amount raised under any other transaction not of a type or nature contemplated in any other paragraph of this definition and classified as borrowings under IFRS;

(g)

any derivative transactions entered into in connection with protection against or benefit from fluctuation in any currencies, rates or prices (and, when calculating the value of that derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) after the application of any netting shall be taken into account);

(h)

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in each case in respect of an underlying liability of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition; and

(i)

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in one of the other paragraphs of this definition,

in each case and for the avoidance of doubt, excluding:

(i)

indebtedness arising under reverse factoring or other supply chain financing arrangements (including confirming lines); and

(ii)

any pension schemes or other post-employment benefit scheme liabilities, early retirement or termination obligations, pension fund liabilities, obligations or contributions or similar claims, employee benefit liabilities, obligations or contributions or social security or wage Taxes, accruals for payroll and other liabilities in the ordinary course of business, and/or obligations in connection with any fiscal unity.

“Financial Quarter” means the three-month accounting period commencing on the day immediately following a Quarter Date and ending on the next occurring Quarter Date.

“Financial Year” means the annual accounting period of the Group, ending on or about 31 March in each year or such other date as the Group may from time to time determine.

“Group” means the Parent and each of its Subsidiaries from time to time.

“Group Net Cash” means, at any time and without double counting, the aggregate amount of Cash and Cash Equivalent Investments held by members of the Group less the aggregate amount of all obligations of members of the Group for or in respect of Borrowings at that time.

"Group Material Subsidiary” means, at any time:

(a)

an Obligor; and/or

(b)

any member of the Group (other than any member of the Group incorporated or established in an Excluded Jurisdiction) which has (in each case on an unconsolidated basis and excluding any intra-group items) (A) earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Pro Forma Adjusted EBITDA) or (B) total assets representing 10 per cent. or more of the aggregated Pro Forma Adjusted EBITDA or aggregated gross assets of the Group, as applicable, provided that the following shall be excluded from the numerator and denominator when calculating that threshold:

(i)

in the case of the calculation of (A) consolidated earnings before interest, tax, depreciation and amortisation of that member of the Group and (B) the aggregated Pro Forma Adjusted EBITDA of the Group, any member of the Group with negative EBITDA; and

(ii)

any member of the Group incorporated in an Excluded Jurisdiction.

Compliance with the conditions set out in paragraph (b) above shall be determined on an annual basis by reference to the Compliance Certificate to be delivered in respect of any Annual Financial Statements.

“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with the Finance Documents and the terms set forth therein.

“Half-Year Date” means each of 30 September and 31 March, or such other dates as reflect the half-year and end-of-year dates for the then-applicable Financial Year of the Group.

“Historic Screen Rate” means, in relation to any Loan, the most recent applicable Screen Rate for the currency of that Loan and for a period equal in length to the Interest Period of that Loan and which is as of a day which is no more than 30 days before the Quotation Day.

“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements as in force at the date of this Agreement, including the UK adopted international accounting standards within the meaning of section 474(1) of the Companies Act 2006.

“Italian Banking Law” means Legislative Decree No. 385 of 1 September 1993 and the relevant implementing regulations, each as amended, integrated and supplemented from time to time.

“Italian Civil Code” means the Italian codice civile, the initial version of which was approved by Italian Royal Decree No. 262 of 16 March 1942, as amended, integrated and supplemented from time to time.

“Italian Guarantor” means any Guarantor incorporated or having its registered office in Italy.

"Italian Insolvency Code" means the Italian Legislative Decree No. 14 of 12 January 2019 (Codice della crisi d'impresa e dell'insolvenza), as amended and supplemented from time to time.

“Italian Usury Law” means Italian Law No. 108 of 7 March 1996, as amended, integrated and supplemented from time to time, and any related implementing regulations.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

“Interpolated Historic Screen Rate” means, in relation to any Loan, the rate which results from interpolating on a linear basis between:

(a)

the most recent applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

(b)

the most recent applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

each for the currency of that Loan and each of which is as of a day which is no more than 30 days before the Quotation Day.

“Interpolated Screen Rate” means, in relation to any Loan, the rate which results from interpolating on a linear basis between:

(a)

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

(b)

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

each as of the Specified Time for the currency of that Loan.

“ITA” means the Income Tax Act 2007.

“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

“Joint Venture Investment” means any investment in any Joint Venture, whether direct or indirect, including (without limitation):

(a)

any subscription for shares in such Joint Venture;

(b)

any lending to such Joint Venture;

(c)

any guarantee given in respect of the liabilities of such Joint Venture; and

(d)

any transfer of assets to such Joint Venture.

“Largenta Limited” means Largenta Limited, a private company with limited liability incorporated in England and Wales with registered number 07192057, having its registered office at 1 The Village Offices, Ariel Way, London, W12 7GF.

“Legal Reservations” means:

(a)

the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

(b)

the limitations arising from sections 138 (Sittenwidriges Geschäft, Wucher) and 242 (Leistung nach Trau und Glauben) Civil Code (Bürgerliches Gesetzbuch);

(c)

the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim;

(d)

the principle that the effectiveness of terms exculpating a party from liability or duties otherwise owed is prevented by Italian law in the event of fraud, gross negligence or violation of mandatory provisions of law; and

(e)

similar principles, rights and defences under the laws of any Relevant Jurisdiction.

“Limitation Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

“LMA” means the Loan Market Association.

“Loan” means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

“Margin” means 3.00 per cent. per annum, provided that if, following a MYT Group Refinancing the margin (howsoever described) under the MYT Credit Facility on the date of such MYT Group Refinancing (ignoring, for this purpose, any grace period provided under the MYT Credit Facility pursuant to which any margin ratchet, or equivalent, is not applicable for any period following effectiveness of the MYT Group Refinancing) (the “MYT Group Margin”) is greater than 2.00 per cent. per annum, the Margin for each Loan will be the percentage rate per annum which is the sum of:

(a)

the MYT Group Margin; and

(b)

1.00 per cent.

Any increase in the Margin pursuant to the foregoing proviso shall take effect immediately on the date on which the MYT Group Refinancing becomes effective.

“Material Adverse Effect” means an event or circumstance which (after taking account of all relevant circumstances) is materially adverse to:

(a)

the consolidated business, assets or financial condition of the Company and/or the Group taken as a whole;

(b)

the capacity of the Company or the Obligors taken together to perform their payment obligations under the Finance Documents; or

(c)

the validity, legality or enforceability of, or the effectiveness or ranking of any Security granted or purporting to be granted pursuant to any Finance Document or of any material rights or remedies of the Lender under any Finance Document.

“Material Subsidiary” means, at any time:

(a)

an Obligor; and/or

(b)

any member of the MYT Group (other than any member of the MYT Group incorporated or established in an Excluded Jurisdiction) which has (in each case on an unconsolidated basis and excluding any intra-group items) (A) earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Pro Forma Adjusted EBITDA) or (B) total assets representing 10 per cent. or more of the aggregated Pro Forma Adjusted EBITDA or aggregated gross assets of the MYT Group, as applicable, provided that the following shall be excluded from the numerator and denominator when calculating that threshold:

(i)

in the case of the calculation of (A) consolidated earnings before interest, tax, depreciation and amortisation of that member of the MYT Group and (B) the aggregated Pro Forma Adjusted EBITDA of the MYT Group, any member of the MYT Group with negative EBITDA; and

(ii)

any member of the MYT Group incorporated in an Excluded Jurisdiction.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)

(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period.

“MYT Credit Facility” means the senior secured revolving credit facility agreement, originally dated 1 March 2024 (as amended by the MYT Credit Facility 2024 Amendment Agreement), to which certain members of the MYT Group are party, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof (provided that if any replacement facility consists of multiple facilities, then the “MYT Credit Facility” shall be the single facility among such replacement facilities with the highest aggregate commitments).

“MYT Credit Facility 2024 Amendment Agreement” means the agreement amending the MYT Credit Facility dated 4 October 2024.

“MYT Group” means the Ultimate Parent and each of its Subsidiaries from time to time.

“MYT Group Refinancing” means a renewal, extension, restatement, replacement or refinancing of the MYT Credit Facility occurring after the date of this Agreement (excluding, for the avoidance of doubt, the amendments effected pursuant to the MYT Credit Facility 2024 Amendment Agreement).

“mytheresa.com GmbH” means mytheresa.com GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany with its legal seat in Aschheim, district (Landkreis) Munich, having its registered office at Einsteinring 9, 85609 Aschheim and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under number HRB 135658.

“New Lender” has the meaning given to that term in Clause 20 (Changes to the Lenders).

“Obligor” means a Borrower or a Guarantor.

“Obligors’ Agent” means the Company, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.2 (Obligors’ Agent).

“OFS Services” means the provision by the Parent (or a member of the Group) of B2B services to certain luxury brands to set-up and power their own e-commerce destinations, including online and mobile store development, including, in each case, all related and supporting activities thereto.

“Original Jurisdiction” means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement or, in the case of an Additional Guarantor, as at the date on which that Additional Guarantor becomes Party as a Guarantor.

“Original Lender” means the Lender as at the date of this Agreement.

“Original Obligor” means the Company or an Original Guarantor.

“Parent” means Yoox Net-a-Porter Group S.p.A., a joint stock company (società per azioni) incorporated under the laws of Italy having its registered office at Via Morimondo 17, Milan, 20143, Italy, fiscal code, VAT no. and registration with the Companies’ Register of Milano, Monza-Brianza, Lodi no. 02050461207.

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Permitted Acquisition” has the meaning given to that term in paragraph (B) of Clause 18.8 (Acquisitions).

“Permitted Disposal” has the meaning given to that term in paragraph (B) of Clause 18.5 (Disposals).

“Permitted Distribution” means the satisfaction of any distribution or dividend by the Parent pursuant to an issue of ordinary shares by the Parent.

“Permitted Factoring” means a factoring or similar arrangement:

(a)

existing on the Closing Date and any replacement thereof with the same (or lower) principal amount; or

(b)

provided that the aggregate amount raised under such arrangement does not exceed EUR 25,000,000 (or its equivalent in other currencies) at any time, of which not more than EUR 5,000,000 may be in respect of receivables sold on a recourse basis.

“Permitted Investor” means Ares Corporate Opportunities Fund IV, L.P., Ares Corporate Opportunities Fund III, L.P., CPP Investment Board (USRE) Inc. (provided that in each case, immediately prior to a Change of Control, such investor is a shareholder of the Ultimate Parent), and any other person approved by the Lender.

“Permitted Jurisdiction” means any jurisdiction unless subject to Sanctions.

“Permitted Reorganisation” means:

(a)

the disposal or discontinuation of the YOOX Business (including any related reorganisation measures or steps reasonably necessary to implement such disposal or implementation);

(b)

the disposal or discontinuation of the TON Business (including any related reorganisation measures or steps reasonably necessary to implement such disposal or implementation);

(c)

the discontinuation of OFS Services;

(d)

the solvent liquidation of Largenta Limited; or

(e)

the disposal, amalgamation, merger, corporate reconstruction or liquidation on a solvent basis of a member of the Group which is not a Material Subsidiary,

provided that, in each case, any payments or assets distributed as a result of such Permitted Reorganisation are distributed to other members of the Group (to the extent members of the Group are entitled to such distribution); and, if the entity proposed to be the subject of a Permitted Reorganisation: (i) had, immediately prior to the implementation of the proposed Permitted Reorganisation, created Transaction Security over any of its assets or business; (ii) has Transaction Security created over its shares (or equivalent); or (iii) granted a guarantee in favour of the Lender, the Lender will be entitled to benefit from the same or substantially equivalent guarantees and security over the same or substantially equivalent assets of, and the shares (or other ownership interests) in, the transferee, the surviving entity, or any substitute(s) thereof, as a result of such Permitted Reorganisation and the Parent shall take all steps necessary to create (or, where the asset is already subject to such Transaction Security, transfer subject to such Transaction Security) perfect and register such security, and shall deliver to the Lender such evidence as the Lender shall require of the due execution of the relevant Security Document.

“Permitted Security” has the meaning given to that term in paragraph (B) of Clause 18.4 (Negative pledge).

“Permitted Transaction” means any Financial Indebtedness, Security, Quasi-Security, guarantee, loan or credit (each a “Transaction”), provided that the aggregate of the principal amount of (i) all such Financial Indebtedness; (ii) the amount secured by such Security and/or Quasi-Security; (iii) the amount guaranteed by such guarantees; and (iv) the amount of all such loans or credit shall not, in aggregate, exceed EUR 150,000,000 (or its equivalent in other currencies), without double counting (including for the avoidance of doubt in respect of any arrangement involving more than one Transaction to the extent that any such Transaction does not result in any incremental additional exposure of the Group beyond that of a Transaction already taken into account).

“Pro Forma Adjusted EBITDA” means, in relation to a Relevant Period, Consolidated Pro Forma Adjusted EBITDA, however on an aggregated (i.e., unconsolidated) basis.

“Qualifying MYT Group Refinancing” means a MYT Group Refinancing entered into by one or more members of the MYT Group on arm’s length terms with one or more financial institutions where first-ranking guarantees are granted by one or more members of the Group in favour of the refinancing creditors.

“Quarter Date” means each of 31 March, 30 June, 30 September and 31 December or such other dates which correspond to the quarter end dates within the Financial Year of the Group.

“Quarter Period” means the period commencing on the day immediately following a Quarter Date and ending on the next occurring Quarter Date.

“Quasi-Security” means an arrangement or transaction wherein any member of the Group:

(a)

sells, transfers or otherwise disposes of any of its assets on terms whereby they are or may be leased to or re-acquired by any other member of the Group;

(b)

sells, transfers or otherwise disposes of any of its receivables on recourse terms;

(c)

enters into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(d)

enters into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two TARGET Days before the first day of that period unless market practice differs in the European interbank market, in which case the Quotation Day will be determined by the Lender in accordance with market practice in the European interbank market (and if quotations would normally be given by leading banks in the European interbank market on more than one day, the Quotation Day will be the last of those days).

“Relevant Jurisdiction” means, in relation to an Obligor:

(a)

its Original Jurisdiction; and

(b)

any jurisdiction where it conducts its business.

“Relevant Market” means, in relation to euro, the European interbank market.

“Relevant Period” means each period of four consecutive Quarter Periods ending on a Quarter Date.

“Repeated Representations” means each of the representations set out in Clause 16.2 (Status) to Clause 16.6 (Validity and admissibility in evidence), Clause 16.10 (No Event of Default), Clause 16.12 (Financial Statements) (with respect to most recent financial statements only), Clause 16.14 (Ranking) and Clause 16.15 (Centre of main interests).

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Richemont Group” means Compagnie Financière Richemont S.A. (or its successor entities) and each of its Subsidiaries from time to time (but excluding the Group).

“Richemont Support” means any transaction (including, without limitation, any loan, credit or guarantee, Security or Quasi-Security or letter of credit) existing as at the date of this Agreement and granted by any member of the Richemont Group directly or indirectly in relation to or arising out of an obligation or liability of any member of the Group (or of their employees, agents, advisers or persons otherwise connected with them).

“Rollover Loan” means one or more Loans:

(a)

made or to be made on the same day that a maturing Loan is due to be repaid;

(b)

the aggregate amount of which is equal to or less than the amount of the maturing Loan;

(c)

in the same currency as the maturing Loan; and

(d)

made or to be made to the Borrower for the purpose of refinancing that maturing Loan.

“Share Purchase Agreement” means the share purchase agreement, dated 7 October 2024, between, among others, Richemont Italia Holdings S.p.A as seller and the Ultimate Parent as the purchaser, relating to the sale and purchase of shares in the Parent.

“Sanctioned Country” means any country or other territory that is, or whose government is, subject to country-wide or territory-wide Sanctions (as at the date of this Agreement being, Cuba, Crimea/Sevastopol, Iran, North Korea, Sudan, South Sudan, Syria, the so-called People’s Republic of Donetsk, the so-called People’s Republic of Luhansk and the territories in Ukraine Kherson and Saporischschja).

“Sanctioned Person” means, at any time, (a) any person listed in any Sanctions-related list of designated persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or by the United Nations Security Council, the European Union, any EU member state, Luxembourg, Switzerland or the United Kingdom (b) any person operating, organised or resident in a Sanctioned Country; or (c) any person owned or controlled by any such person or persons.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. Government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and the Office of Export Enforcement of the U.S. Department of Commerce; or (b) the United Nations Security Council, the European Union, the Federal Republic of Germany, the United Kingdom (including His Majesty’s Treasury), Luxembourg, Switzerland (in particular, but not limited to the Federal Council, the State Secretariat for Economic Affairs (SECO) and the Federal Department of Foreign Affairs (FDFA)) or any other government, official institution, authority and/or agency with jurisdiction over any party to this Agreement and/or its Affiliates.

“Screen Rate” means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Refinitv screen (or any replacement Refinitv page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Refinitv. If such page or service ceases to be available, the Lender may specify another page or service displaying the relevant rate after consultation with the Company.

“Security” means a land charge, mortgage, charge, pledge, lien, assignment or transfer for security purposes, retention and extended retention of title or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Specified Time” means a day or time determined in accordance with Schedule 6 (Timetables).

“Specified Event of Default” means any circumstances constituting an Event of Default under any of:

(a)

Clause 19.1 (Non-payment) (upon expiry of any cure period);

(b)

Clause 19.6 (Insolvency); or

(c)

Clause 19.7 (Insolvency proceedings).

“Subsidiary” means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006.

“T2” means the real time gross settlement system operated by the Eurosystem, or any successor system.

“TARGET Day” means any day on which T2 is open for the settlement of payments in euro.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Deduction” has the meaning given to it in Clause 11.1 (Definitions).

“Termination Date” means the sixth anniversary of the Closing Date.

“TON Business” means the online multi-brand store currently operated by the Group under the brand ‘The Outnet’ (and any successor band thereto and, where relevant, the regional version of such store).

“Transaction Security” means the Security created or expressed to be created in favour of the Lender pursuant to the Transaction Security Documents.

“Transaction Security Documents” means the documents listed as being a Transaction Security Document in Schedule 2 (Conditions Precedent to Initial Utilisation) and Schedule 3 (Conditions Subsequent), together with any other document entered into by any Obligor creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Obligors under any of the Finance Documents.

“Ultimate Parent” means MYT Netherlands Parent B.V. (to be re-named LuxExperience B.V.) a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) formed and existing under Dutch law, with its official seat (statutaire zetel) in Amsterdam, the Netherlands, registered in the Trade Register of the Dutch Chamber of Commerce under registration number 74988441.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“US” means the United States of America.

“US Guarantor” means a Guarantor that is incorporated, organised or formed under the laws of any state of the United States or the District of Columbia.

“Utilisation” means a Loan.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the relevant form set out in Schedule 4 (Form of Utilisation Request).

“VAT” means:

(a)

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112);

(b)

any value added tax imposed by the Value Added Tax Act 1994;

(c)

value added tax as provided for in the Dutch Value Added Tax Act 1968 (Wet op de Omzetbelasting 1968); and

(d)

any other tax of a similar nature, whether imposed in a member state of the European Union or in the United Kingdom in substitution for, or levied in addition to, such taxes referred to in paragraphs (a) to (c) above, or imposed elsewhere.

“YOOX Business” means the online multi-brand store currently operated by the Group under the “YOOX” brand (and any successor band thereto and, where relevant, the regional version of such store).

1.2

Construction

(A)

Unless a contrary indication appears a reference in this Agreement to:

(i)

the “Company”, the “Lender”, any “Obligor”, the “Parent”, any “Party”, the “Ultimate Parent” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(ii)

a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Company and the Lender or, if not so agreed, is in the form specified by the Lender;

(iii)

“assets” includes present and future properties, objects, revenues and rights of every description;

(iv)

a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended, replaced or restated;

(v)

“guarantee” means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(vi)

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(vii)

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(viii)

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(ix)

“the date of this Agreement” refers to 23 April 2025;

(x)

a provision of law is a reference to that provision as amended or re-enacted from time to time; and

(xi)

a time of day is a reference to Zurich time.

(B)

The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(C)

Section, Clause and Schedule headings are for ease of reference only.

(D)

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(E)

A Default or an Event of Default is “continuing” if it has not been remedied or waived.

(F)

A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

(i)

any replacement page of that information service which displays that rate; and

(ii)

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Lender after consultation with the Company.

(G)

The representations and warranties in Clause 16.16 (Sanctions, Anti-Corruption and Anti-Money Laundering Laws and Anti-Terrorism) or the undertaking in Clause 18.9 (Anti-Corruption and Anti-Money Laundering Laws and Sanctions):

(i)

shall apply to any member of the Group only to the extent that giving or complying with such undertaking does not result in any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or a similar anti-boycott statute (the “Anti-Boycott Rules”); and

(ii)

shall, if the Lender notifies the Company to this effect, only apply for the benefit of the Lender to the extent that the compliance with it would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or (ii) any violation of, conflict with and/or liability under any Anti-Boycott Rules,

and no other provision of this Agreement shall apply to any member of the Group or with respect to the Lender insofar as it would result in any violation of, conflict with, or liability under any Anti-Boycott Rules.

(H)

For the purposes of this Agreement, the term "ordinary course transactions" shall be determined in the context of a group of companies of a comparable size and sector to the Group undergoing a business transformation, including any corporate and financial restructuring while solvent. "Ordinary course transactions" shall therefore encompass actions and activities that are typically undertaken and reasonably expected within the scope of such a transformation process, reflecting the customary business practices appropriate to such circumstances.

1.3

Currency symbols and definitions

“€”, “EUR” and “euro” denote the single currency of the Participating Member States.

1.4

Dutch terms

In this Agreement, where it relates to the Ultimate Parent or any other Dutch entity, any reference to:

(A)

all necessary action includes without limitation any action required to comply with the Works Councils Act of the Netherlands (Wet op de ondernemingsraden);

(B)

winding-up, administration or dissolution includes a Dutch entity being declared bankrupt (failliet verklaard) or dissolved (ontbonden);

(C)

a moratorium includes surseance van betaling;

(D)

any step or proceeding taken in connection with insolvency proceedings includes having filed a notice under Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990) or Section 60 of the Social Insurance Financing Act of the Netherlands (Wet Financiering Sociale Verzekeringen) in conjunction with Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990);

(E)

a security interest includes, in respect of the Ultimate Parent or any other Dutch entity or in connection with any security in the Netherlands, a mortgage (hypotheek), a pledge (pandrecht), and in general any right in rem (beperkt recht) created for the purpose of granting security (goederenrechtelijke zekerheid);

(F)

a liquidator includes a curator;

(G)

an administrative receiver includes a bewindvoerder;

(H)

a provisional liquidator includes a vereffenaar;

(I)

an arrangement or composition includes an akkoordprocedure buiten faillissement;

(J)

an attachment includes a beslag;

(K)

a subsidiary includes a dochtermaatschappij as defined in the Dutch Civil Code;

(L)

a similar official includes a restructuring expert (herstructureringsdeskundige) or observer (observator);

(M)

negligence means nalatigheid;

(N)

gross negligence means grove nalatigheid; and

(O)

wilful misconduct means bewuste roekeloosheid.

1.5

Personal Liability

No personal liability shall attach to any director, officer, employee or other individual for any representation or statement, or for signing or delivering a certificate, notice or other document on behalf of a member of the Group which proves to be incorrect in any way (and the Lender shall not take any action against such director, officer or employee or other individual), unless that person acted fraudulently, in which case any liability will be determined in accordance with applicable law. For the avoidance of any doubt, the Lender will not have any recourse to any natural person under, or in respect of any term of, any Finance Document, or otherwise (other than as set out above).

1.6

Italian Terms

In this Agreement, where it relates to an Italian Guarantor or any other Italian entity, any reference to:

(A)

a “liquidation”, “winding up”, “administration”, “dissolution” or the like includes, without limitation, any scioglimento or liquidazione and any other proceedings or legal concepts similar to the foregoing;

(B)

“insolvency” shall be construed in accordance with article 2, paragraph 1, letter b) (definizioni) of the Italian Crisis and Insolvency Code and/or article 3 of Legislative Decree No. 270 of 8 July 1999 (as amended from time to time);

(C)

a “proceeding” includes:

(i)

any voluntary or involuntary liquidation, winding-up, administration or dissolution, in each case other than on a solvent basis, judicial liquidation (liquidazione giudiziale), bankruptcy proceedings (fallimento); or

(ii)

any proceeding aimed at seeking the appointment of, or taking possession by a liquidator, commissioner, examiner, receiver, administrative receiver, administrator, insolvency administrator, custodian, judicial custodian, conservator or other similar official for any person or for all or any substantial part of that person's assets; or

(iii)

any procedura concorsuale, including bankruptcy proceedings (fallimento), judicial liquidation (liquidazione giudiziale), “blank” composition with creditors proceedings (concordato preventivo “in bianco”) pursuant to article 44 of the Italian Insolvency Code, composition with creditors proceedings (concordato preventivo) pursuant to articles 84 and ff. of the Italian Insolvency Code, concordato nella liquidazione giudiziale pursuant to articles 240 and ff. of the Italian Insolvency Code, forced administrative liquidation (liquidazione coatta amministrativa), arrangement pursuant to a certified recovery plan (piano attestato di risanamento) pursuant to article 56 of the Italian Insolvency Code, debt restructuring agreement (accordo di ristrutturazione dei debiti) under article 57 and ff. of the Italian Insolvency Code, accordo di ristrutturazione agevolato pursuant to article 60 of the Italian Insolvency Code, accordo di ristrutturazione ad efficacia estesa pursuant to article 61 of the Insolvency Code, moratorium agreement (convenzione di moratoria) pursuant to article 62 of the Italian Insolvency Code, restructuring plan subject to homologation (piano di ristrutturazione soggetto ad omologazione) pursuant to article 64-bis and ff. of the Italian Insolvency Code, simplified asset liquidation procedure (concordato semplificato per la liquidazione del patrimonio) pursuant to article 25-sexies and ff. of the Italian Insolvency Code, minor composition with creditors (concordato minore) pursuant to article 74 and ff. of the Italian Insolvency Code, amministrazione straordinaria delle grandi imprese in stato di insolvenza under Italian Legislative Decree No. 270 of 8 July 1999, as amended, or any amministrazione straordinaria under Italian Law No. 39 of 18 February 2004, assignment for the benefit of creditors (cessione dei beni ai creditori) pursuant to article 1977 of the Italian Civil Code, and any similar arrangements relating to a substantial part of the creditors, and shall be construed so as to include any equivalent or analogous proceedings or legal concepts similar to the foregoing;

(D)

a “receiver”, “administrative receiver”, “liquidator”, “commissioner”, “examiner”, “administrator”, “insolvency administrator”, “custodian”, “judicial custodian”, “conservator” or the like includes, without limitation, a curatore, commissario giudiziale, esperto, commissario straordinario, commissario liquidatore, liquidatore, liquidatore giudiziale and any other person performing any office equivalent or analogous to the foregoing;

(B)

a “step” or “procedure” taken in connection with insolvency proceedings in respect of any person includes such person formally making a proposal to (i) assign its assets to creditors pursuant to article 1977 of the Italian Civil Code (cessione dei beni ai creditori), (ii) enter into one or more arrangement pursuant to a certified recovery plan (piano attestato di risanamento) pursuant to article 56 of the Italian Insolvency Code, debt restructuring agreement (accordo di ristrutturazione dei debiti) under article 57 and ff. of the Italian Insolvency Code, accordo di ristrutturazione agevolato pursuant to article 60 of the Italian Insolvency Code, accordo di ristrutturazione ad efficacia estesa pursuant to article 61 of the Insolvency Code, moratorium agreement (convenzione di moratoria) pursuant to article 62 of the Italian Insolvency Code, (iii) enter into “blank” composition with creditors proceedings (concordato preventivo “in bianco”) pursuant to article 44 of the Italian Insolvency Code, composition with creditors proceedings (concordato preventivo) pursuant to articles 84 and ff. of the Italian Insolvency Code, forced administrative liquidation (liquidazione coatta amministrativa), restructuring plan subject to homologation (piano di ristrutturazione soggetto ad omologazione) pursuant to article 64-bis and ff. of the Italian Insolvency Code, simplified asset liquidation procedure (concordato semplificato per la liquidazione del patrimonio) pursuant to article 25-sexies and ff. of the Italian Insolvency Code, minor composition with creditors (concordato minore) pursuant to article 74 and ff. of the Italian Insolvency Code, amministrazione straordinaria delle grandi imprese in stato di insolvenza under Italian Legislative Decree No. 270 of 8 July 1999, as amended, or any amministrazione straordinaria under Italian Law No. 39 of 18 February 2004, (iv) approving a corporate resolution or filing a petition to enter into any of the aforementioned proceedings;

(E)

a “matured obligation” and any “obligation being due and payable” if used in reference to an Obligor incorporated in Italy includes, without limitation, any credito liquido ed esigibile and credito scaduto e dovuto;

(F)

“security” or “lien” if used in reference to a security or guarantee governed by Italian law includes, without limitation, any pegno, ipoteca, privilegio (including the privilegio speciale pursuant to article 46 of the Italian Banking Law), fideiussione, garanzia a prima domanda, cessione del credito in garanzia, and any other garanzia reale or garanzia personale or other transactions having the same effect as each of the foregoing (including any finanziamento alle imprese garantito da trasferimento di bene immobile sospensivamente condizionato);

(G)

a “lease” includes, without limitations, a contratto di locazione, affitto, affitto d’azienda, affitto di ramo d’azienda and a comodato;

(H)

an “attachment” includes a pignoramento;

(I)

a “limited liability company” includes società a responsabilità limitata, società per azioni and any other limited liability company under Italian law, as the context may require;

(J)

a reference to “financial assistance” means unlawful financial assistance within the meaning of articles 2358 and/or 2474 of the Italian Civil Code as applicable;

(K)

a “Subsidiary” means any società controllata also within the meaning of article 2359, paragraph 1, No. 1) and 2) of the Italian Civil Code

(L)

“gross negligence” (or similar expression) shall be construed as the Italian expression colpa grave; and

(M)

“wilful misconduct” or “wilful breach” (or similar expressions) shall be construed as the Italian expression dolo.

1.7

Third party rights

A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.

SECTION 2
THE FACILITY

THE FACILITY

2.1

The Facility

Subject to the terms of this Agreement, the Lender makes available to the Borrower a revolving credit facility in an aggregate amount which is equal to the Commitment.

2.2

Obligors’ Agent

(A)

Each Obligor (other than the Company) by its execution of this Agreement irrevocably appoints the Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents (and, in the case of an Italian Guarantor, as its agent with representative power (mandatario con rappresentanza) for the purposes of Italian law) and irrevocably authorises:

(i)

the Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender and to give all notices and instructions, to make the Repeated Representations on its behalf, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor (and, in the case of an Italian Guarantor, with specific power and authorisation to execute any contract with itself (contratto con se stesso) for the purposes of article 1395 of the Italian Civil Code and notwithstanding any possible conflict of interest in accordance with article 1394 of the Italian Civil Code); and

(ii)

the Lender to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Company,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests), made the Repeated Representations, or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(B)

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

PURPOSE

The Borrower shall apply all amounts borrowed by it under the Facility towards working capital requirements and other general corporate purposes of the Parent and its Subsidiaries (including the assets, operations and/or businesses of the Parent and each of its Subsidiaries, to the extent such assets, operations and/or businesses have been migrated within the MYT Group), in each case, excluding (whether direct or indirect) any application of amounts in connection with:

(A)

any acquisition of a company or any shares or securities or a business or undertaking by any member of the MYT Group;

(B)

any Joint Venture Investment;

(C)

the financing of any distribution by any member of the Group to a person which is not a member of the Group (including, without limitation any dividend recapitalisation); and

(D)

any payment in respect of any borrowings of any member of the MYT Group (including, without limitation, the payment of fees in respect thereof and any debt purchase or repurchase transaction).

CONDITIONS OF UTILISATION

4.1

Initial conditions precedent

The Lender will only be obliged to comply with Clause 5.4 (Lender’s obligation to lend) in relation to any Utilisation, if the Lender has received all of the documents and other evidence listed in Schedule 2 (Conditions Precedent to Initial Utilisation) and in form and substance satisfactory to the Lender. The Lender shall notify the Company promptly upon being so satisfied.

4.2

Further conditions precedent

Subject to Clause 4.1 (Initial conditions precedent), the Lender will only be obliged to comply with Clause 5.4 (Lender’s obligation to lend) in relation to a Utilisation, if on the date of the Utilisation Request and on the proposed Utilisation Date:

(A)

other than in the case of a Rollover Loan:

(i)

no Default is continuing or would result from the proposed Loan; and

(ii)

in relation to the first Utilisation, all the representations and warranties in Clause 16 (Representations) or, in relation to any other Utilisation, the Repeated Representations made by each Obligor are true in all material respects (unless the representation is already qualified by materiality), or

(B)

in the case of a Rollover Loan:

(i)

no Event of Default is continuing or would result from the proposed Rollover Loan; and

(ii)

the Repeated Representations made by each Obligor are true in all material respects (unless the representation is already qualified by materiality).

4.3

Maximum number of Utilisations

The Company may not deliver a Utilisation Request if, as a result of the proposed Utilisation, six or more Loans would be outstanding.

SECTION 3
UTILISATION

UTILISATION - LOANS

5.1

Delivery of a Utilisation Request

The Borrower may utilise the Facility by delivery to the Lender of a duly completed Utilisation Request not later than the Specified Time.

5.2

Completion of a Utilisation Request for Loans

(A)

Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:

(i)

the proposed Utilisation Date is a Business Day within the Availability Period;

(ii)

the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

(iii)

the proposed Interest Period complies with Clause 9 (Interest Periods).

(B)

Only one Utilisation may be requested in each Utilisation Request.

5.3

Currency and amount

(A)

The currency specified in a Utilisation Request must be EUR.

(B)

The amount of the proposed Utilisation must be a minimum of EUR 10,000,000 or, if less, the Available Facility.

5.4

Lender’s obligation to lend

If the conditions set out in this Agreement have been met, and subject to Clause 6.1 (Repayment of Loans), the Lender shall make each Loan available by the Utilisation Date.

5.5

Cancellation of Commitment

Any amount of the Commitment which, at that time, is unutilised shall be immediately cancelled at the end of the Availability Period.

5.6

Clean down

The aggregate outstanding amount of all Loans shall not exceed EUR 20,000,000 for a period of not less than three successive days in each of its Financial Half-Years. Not less than 12 weeks shall elapse between two such periods.

SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION

REPAYMENT

6.1

Repayment of Loans

(A)

Subject to paragraph (B) below, the Borrower shall repay each Loan on the last day of its Interest Period.

(B)

Without prejudice to the Borrower’s obligation under paragraph (A) above, if one or more Loans are to be made available to the Borrower under the Facility:

(i)

on the same day that a maturing Loan is due to be repaid by the Borrower; and

(ii)

in whole or in part for the purpose of refinancing the maturing Loan,

the aggregate amount of the new Loans shall, unless the Company notifies the Lender to the contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment of the maturing Loan so that:

(a)

if the amount of the maturing Loan exceeds the aggregate amount of the new Loans:

(1)

the Borrower will only be required to make a payment under Clause 21.1 (Payments to the Lender) in an amount in the relevant currency equal to that excess; and

(2)

the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of the maturing Loan and the Lender will not be required to make a payment under Clause 21.1 (Payments to the Lender) in respect of the new Loans; and

(b)

if the amount of the maturing Loan is equal to or less than the aggregate amount of the new Loans:

(1)

the Borrower will not be required to make a payment under Clause 21.1 (Payments to the Lender); and

(2)

the Lender will be required to make a payment under Clause 21.1 (Payments to the Lender) in respect of the new Loans only to the extent that the new Loans exceed the amount of the maturing Loan and the remainder of the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of the maturing Loan.

PREPAYMENT AND CANCELLATION

7.1

Illegality

If, in any applicable jurisdiction, at any time, it is or will become unlawful for the Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain any Utilisation or it becomes unlawful for any Affiliate of the Lender for the Lender to do so:

(A)

the Lender shall promptly notify the Company upon becoming aware of that event;

(B)

upon the Lender notifying the Company, the Available Commitment will be immediately cancelled; and

(C)

the Borrower shall repay the Utilisations on the last day of the Interest Period for each Utilisation occurring after the Lender has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Company (being no earlier than the last day of any applicable grace period permitted by law) and the Commitment shall be cancelled.

7.2

Exit

(A)

Upon the occurrence of:

(i)

a Change of Control;

(ii)

the sale of all or substantially all of the assets of the Group whether in a single transaction or a series of related transactions (other than a Permitted Reorganisation); or

(iii)

the sale of all or substantially all of the assets of the MYT Group whether in a single transaction or a series of related transactions,

(each an “Exit Event”), the Company shall promptly notify the Lender upon becoming aware of that event, and:

(a)

the Lender shall not be obliged to fund a Utilisation; and

(b)

if the Lender so requires and notifies the Company within 30 days of the Company notifying it of the Exit Event, the Lender shall, by notice to the Company (the “Cancellation Notice”) cancel the Commitment and all outstanding Utilisations, together with accrued interest, and all other amounts accrued under the Finance Documents, shall become due and payable on the date falling 30 days after the date of the Cancellation Notice.

7.3

Voluntary cancellation

The Company may, if it gives the Lender not less than five Business Days’ (or such shorter period as the Lender may agree) prior notice, cancel the whole or any part (but if in part, being a minimum amount of EUR 1,000,000 or a higher integral multiple of EUR 100,000) of the Available Facility.

7.4

Voluntary prepayment of Loans

The Borrower may, if it gives the Lender not less than five Business Days’ (or such shorter period as the Lender may agree) prior notice, prepay the whole or any part of a Loan (but if in part, being an amount that reduces the Amount of the Loan by a minimum amount of EUR 1,000,000 or a higher integral multiple of EUR 100,000).

7.5

Restrictions

(A)

Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 7 (Prepayment and Cancellation) or Clause 18.18 (Value transfer) shall (subject to the terms of those Clauses) be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(B)

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

(C)

Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.

(D)

The Borrower shall not repay or prepay all or any part of the Utilisations or cancel all or any part of the Commitment except at the times and in the manner expressly provided for in this Agreement.

(E)

No amount of the Commitment cancelled under this Agreement may be subsequently reinstated.

(F)

If all or part of a Utilisation under the Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitment (equal to the amount which is repaid or prepaid) in respect of the Facility will be deemed to be cancelled on the date of repayment or prepayment.

SECTION 5
COSTS OF UTILISATION

INTEREST

8.1

Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(A)

Margin; and

(B)

EURIBOR.

8.2

Payment of interest

(A)

The Borrower shall pay accrued interest on each Loan on the last day of its Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six Monthly intervals after the first day of the Interest Period).

(B)

Subject to paragraph (C) below, accrued interest on each Loan shall be payable by the Borrower in cash.

(C)

Subject to paragraph (D) below, if, not less than five Business Days prior to any Interest Payment Date, the Company delivers a certificate to the Lender signed by two directors of the Company confirming that a PIK Toggle Event has occurred in relation to such Interest Payment Date (which certificate shall be accompanied by reasonably detailed supporting calculations and, where applicable, three-month projections of Net Group Cash):

(i)

an amount of accrued interest equal to the PIK Cash Pay Amount (if any) shall be payable in cash; and

(ii)

an amount of accrued interest equal to the PIK Amount shall not be payable in cash and shall instead be capitalised and thereafter constitute a Loan made available by the Lender under the Facility with its Utilisation Date being the Interest Payment Date and with an Interest Period equal to the Fallback Interest Period (or, if shorter, the period from such Interest Payment Date to the Termination Date),

and the Borrower’s obligation to pay the Accrued Interest Amount pursuant to paragraph (A) above shall be satisfied by such payment and/or capitalisation in accordance with this paragraph (C).

(D)

Paragraph (C) above shall not apply in respect of any accrued interest which becomes payable pursuant to Clause 7 (Prepayment and Cancellation) or Clause 19.15 (Acceleration) or in respect of any Interest Payment Date falling on or after the end of the Availability Period.

(E)

For the purpose of this Clause 8.2:

“Accrued Interest Amount” means, in relation to any Loan, the amount of accrued interest payable on its Interest Payment Date pursuant to paragraph (A) above.

“PIK Cash Pay Amount” means, in relation to a Loan in respect of which a PIK Toggle Event has occurred as a result of the condition in paragraph (ii) of the definition thereof being satisfied, an amount equal to the maximum amount of accrued interest which the Borrower could pay in cash on the Interest Payment Date without such condition being satisfied (provided that such amount may not be greater than the Accrued Interest Amount nor less than zero).

“Interest Payment Date” means, in relation to a Loan, the date on which accrued interest becomes due on that Loan pursuant to paragraph (A) above.

“PIK Amount” means, in relation to a Loan in respect of which a PIK Toggle Event has occurred:

(i)

if the PIK Toggle Event has occurred as a result of the condition in paragraph (i) of the definition thereof being satisfied, an amount equal to the Accrued Interest Amount; or

(ii)

otherwise, an amount equal to the Accrued Interest Amount less the PIK Cash Pay Amount.

a “PIK Toggle Event” shall occur in relation to a Loan if either (i) on its Interest Payment Date, Net Group Cash is below EUR 25,000,000, or (ii) the payment by the Borrower in cash of all accrued interest on such Loan which would otherwise be due pursuant to paragraph (A) above would cause Net Group Cash to fall below EUR 25,000,000 on such Interest Payment Date or at any time in the three months immediately following such Interest Payment Date (as determined by the Company acting in good faith on the basis of reasonable assumptions).

8.3

Default interest

(A)

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (B) below, is 1.00 per cent. per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Lender (acting reasonably). Any interest accruing under this Clause 8.3 shall be immediately payable by the Borrower on demand by the Lender.

(B)

If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i)

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii)

the rate of interest applying to the overdue amount during that first Interest Period shall be 1.00 per cent. per annum higher than the rate which would have applied if the overdue amount had not become due.

8.4

Notification of rates of interest

The Lender shall promptly notify the Borrower of the determination of a rate of interest under this Agreement.

8.5

Italian law

Notwithstanding anything to the contrary in the Finance Documents, in the case of an Italian Guarantor:

(A)

the Parties mutually acknowledge that the rate of interest applicable to any Loan advanced to, or guaranteed by, an Italian Guarantor under this Agreement (including the relevant component of any applicable fee and expense and, for the avoidance of any doubt, any amount paid under Clause 8.3 (Default interest)) determined as of the date of this Agreement is in compliance with the Italian Usury Law;

(B)

in any event, the Parties agree and accept that if, pursuant to a change in law or in the official interpretation of Italian Usury Law after the date of this Agreement, the rate of interest applicable to any Loan advanced to, or guaranteed by, an Italian Guarantor under this Agreement (including the relevant component of any applicable fee and expense and, for the avoidance of any doubt, any amount paid under Clause 8.3 (Default interest)) at any time during the life of this Agreement is deemed to exceed the maximum rate permitted by Italian Usury Law, then the relevant interest rate or default rate applicable to such Loan shall be automatically reduced to the maximum admissible interest rate pursuant to such legislation, for the period during which it is not possible to apply the interest rate as originally agreed in this Agreement; and

(C)

the amount of interest on overdue amounts payable by such Italian Guarantor in respect of such Loan under this Agreement shall not be compounded unless in accordance with, and to the extent permitted by, article 1283 of the Italian Civil Code, article 120 of the Italian Banking Law (to the extent applicable) and any relevant implementing regulation, each as amended, supplemented or implemented from time to time.

INTEREST PERIODS

9.1

Selection of Interest Periods

(A)

The Borrower may select an Interest Period for a Loan in the Utilisation Request for that Loan.

(B)

Subject to this Clause 9, the Borrower may select an Interest Period of three or six Months or any other period agreed between the Company and the Lender (in relation to the relevant Loan).

(C)

An Interest Period for a Loan shall not extend beyond the Termination Date.

(D)

Each Interest Period for a Loan shall start on the Utilisation Date.

(E)

A Loan has one Interest Period only.

9.2

Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

10.

CHANGES TO THE CALCULATION OF INTEREST

10.1

Unavailability of Screen Rate

(A)

Interpolated Screen Rate: If no Screen Rate is available for EURIBOR for the Interest Period of a Loan, the applicable EURIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan.

(B)

Shortened Interest Period: If no Screen Rate is available for EURIBOR for:

(i)

the currency of a Loan; or

(ii)

the Interest Period of a Loan and it is not possible to calculate the Interpolated Screen Rate,

the Interest Period of that Loan shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and the applicable EURIBOR for that shortened Interest Period shall be determined pursuant to the relevant definition of “EURIBOR”.

(C)

Shortened Interest Period and Historic Screen Rate: If the Interest Period of a Loan is, after giving effect to paragraph (B) above, either the applicable Fallback Interest Period or shorter than the applicable Fallback Interest Period and, in either case, no Screen Rate is available for EURIBOR for:

(i)

the currency of that Loan; or

(ii)

the Interest Period of that Loan and it is not possible to calculate the Interpolated Screen Rate,

the applicable EURIBOR shall be the Historic Screen Rate for that Loan.

(D)

Shortened Interest Period and Interpolated Historic Screen Rate: If paragraph (C) above applies but no Historic Screen Rate is available for the Interest Period of the Loan, the applicable EURIBOR shall be the Interpolated Historic Screen Rate for a period equal in length to the Interest Period of that Loan.

(E)

Fallback rate of interest: If paragraph (D) above applies but it is not possible to calculate the Interpolated Historic Screen Rate, the Company and the Lender shall enter into discussions in good faith for a period of not more than 10 Business Days with a view to agreeing a substitute basis for determining the rate of interest.

10.2

Break Costs

(A)

The Borrower shall, within three Business Days of demand by the Lender, pay to the Lender its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

(B)

The Lender shall, as soon as reasonably practicable after a demand by the Company, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS

11.

TAX GROSS-UP AND INDEMNITIES

11.1

Definitions

In this Agreement:

“Borrower DTTP Filing” means an HM Revenue & Customs’ Form DTTP2 duly completed and filed by the Borrower, which where it relates to a Treaty Lender that is not the Original Lender, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the documentation which it executes on becoming a Party as the Lender and is filed with HM Revenue & Customs within 30 days of that date.

“Protected Party” means the Lender if it is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to the execution of a Finance Document and/or a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Qualifying Lender” means:

(A)

a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

(i)

a Lender:

(a)

which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Finance Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the CTA; or

(b)

in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made and within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or

(ii)

a Lender which is:

(a)

a company resident in the United Kingdom for United Kingdom tax purposes;

(b)

a partnership each member of which is:

(1)

a company so resident in the United Kingdom; or

(2)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA;

(c)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or

(iii)

a Treaty Lender; or

(B)

a Lender which is a building society (as defined for the purpose of section 880 of the ITA) making an advance under a Finance Document.

“Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(A)

a company resident in the United Kingdom for United Kingdom tax purposes;

(B)

a partnership each member of which is:

(i)

a company so resident in the United Kingdom; or

(ii)

(C)

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means either the increase in a payment made by an Obligor to the Lender under Clause 11.2 (Tax gross-up) or a payment under Clause 11.3 (Tax indemnity).

“Treaty Lender” means a Lender which:

(a)

is treated as a resident of a Treaty State for the purposes of the Treaty;

(b)

does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively connected; and

(c)

fulfils any other conditions that must be fulfilled under the Treaty for full exemption from United Kingdom taxation on interest which relate to the Lender, subject to the completion of any necessary procedural formalities.

“Treaty State” means a jurisdiction having a double taxation agreement (a “Treaty”) with the United Kingdom which makes provision for full exemption for tax imposed by the United Kingdom on interest.

“UK Non-Bank Lender” means a Lender which is not the Original Lender and which gives a Tax Confirmation in the documentation which it executes on becoming a Party as a Lender.

Unless a contrary indication appears, in this Clause 11 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

11.2

Tax gross-up

(A)

Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(B)

The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lender accordingly.

(C)

If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(D)

A payment shall not be increased under paragraph (C) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom if on the date on which the payment falls due:

(i)

the payment could have been made to the Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date the Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or published concession of any relevant taxing authority; or

(ii)

the Lender is a Qualifying Lender solely by virtue of paragraph (A)(ii) of the definition of “Qualifying Lender” and:

(a)

an officer of HM Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the Company a certified copy of that Direction; and

(b)

the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

(iii)

the Lender is a Qualifying Lender solely by virtue of paragraph (A)(ii) of the definition of “Qualifying Lender” and:

(a)

the Lender has not given a Tax Confirmation to the Company; and

(b)

the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Company, on the basis that the Tax Confirmation would have enabled the Company to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or

(iv)

the Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had the Lender complied with its obligations under paragraph (G) or (H) (as applicable) below.

(E)

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(F)

Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to Lender a statement under section 975 of the ITA or other evidence reasonably satisfactory to the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(G)

(i)

Subject to paragraph (ii) below, a Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

(ii)

A Treaty Lender which is not the Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the documentation which it executes on becoming a Party as the Lender, and, having done so, that Lender shall be under no obligation pursuant to paragraph (i) above.

(H)

If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (G)(ii) above and:

(i)

the Borrower has not made a Borrower DTTP Filing in respect of that Lender; or

(ii)

the Borrower has made a Borrower DTTP Filing in respect of that Lender but:

(a)

that Borrower DTTP Filing has been rejected by HM Revenue & Customs;

(b)

HM Revenue & Customs has not given the Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing; or

(c)

HM Revenue & Customs has given the Borrower authority to make payments to that Lender without a Tax Deduction but such authority has subsequently been revoked or expired,

and, in each case, the Borrower has notified the Lender in writing, the Lender and the Borrower shall co-operate in completing any additional procedural formalities necessary for the Borrower to obtain authorisation to make that payment without a Tax Deduction.

(I)

If the Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (G)(ii) above, no Obligor shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of the Lender’s Commitment or its participation in any Loan unless the Lender otherwise agrees.

(J)

The Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Lender.

(K)

A UK Non-Bank Lender shall promptly notify the Company if there is any change in the position from that set out in the Tax Confirmation.

11.3

Tax indemnity

(A)

The Company shall (within three Business Days of demand by a Protected Party) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(B)

Paragraph (A) above shall not apply:

(i)

with respect to any Tax assessed on a Lender:

(a)

under the law of the jurisdiction in which that Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Lender is treated as resident for tax purposes; or

(b)

under the law of the jurisdiction in which that Lender’s Facility Office (if any) is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Lender; or

(ii)

to the extent a loss, liability or cost:

(a)

is compensated for by an increased payment under Clause 11.2 (Tax gross-up);

(b)

would have been compensated for by an increased payment under Clause 11.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (D) of Clause 11.2 (Tax gross-up) applied; or

(c)

relates to a FATCA Deduction required to be made by a Party.

11.4

Tax Credit

If an Obligor makes a Tax Payment and the Lender determines that:

(A)

a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

(B)

the Lender has obtained and utilised that Tax Credit,

the Lender shall pay an amount to the Obligor which the Lender determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor. For the avoidance of doubt, the Lender is not obliged to grant access to or disclose to the Obligor or a third party any internal books or records for purposes of this Clause 11.4.

11.5

Lender status confirmation

A Lender which is not the Original Lender shall indicate, in the documentation which it executes on becoming a Party as the Lender, without liability to any Obligor, which of the following categories it falls in:

(A)

not a Qualifying Lender;

(B)

a Qualifying Lender (other than a Treaty Lender); or

(C)

a Treaty Lender.

If such a Lender fails to indicate its status in accordance with this Clause 11.5 then that Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Company which category applies. For the avoidance of doubt, the documentation which a Lender executes on becoming a Party as the Lender shall not be invalidated by any failure of a Lender to comply with this Clause 11.5.

11.6

Stamp taxes

The Company shall pay and, within three Business Days of demand, indemnify the Lender against any cost, loss or liability the Lender incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document (other than any such Taxes incurred in connection with the establishment of the Transaction Security), except where such cost, loss or liability is incurred in relation to any Italian stamp duty, registration or other similar Tax which arises: (i) in connection with an assignment or transfer by a Lender of its rights and obligations under this Agreement; or (ii) upon a voluntary registration of the Finance Documents made by any Lender only if such registration is: (x) not necessary to maintain, preserve, establish, enforce, perfect or protect any of the rights of any Lender under the Finance Documents; and (y) not required by any competent Tax administration or supervisory body.

11.7

VAT

(A)

All amounts expressed to be payable under a Finance Document by any Party to the Lender 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 any supply made by the Lender to any Party under a Finance Document and the Lender is required to account to the relevant tax authority for the VAT, that Party must pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and the Lender must promptly provide an appropriate VAT invoice to that Party).

(B)

Where a Finance Document requires any Party to reimburse or indemnify the Lender for any cost or expense, that Party shall reimburse or indemnify (as the case may be) the Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that the Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(C)

Any reference in this Clause 11.7 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply, or (as appropriate) receiving the supply, under grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by a member state of the European Union) or any similar provision outside the European Union).

(D)

In relation to any supply made by the Lender to any Party under a Finance Document, if reasonably requested by the Lender, that Party must promptly provide the Lender with details of that Party’s VAT registration and such other information as is reasonably requested in connection with the Lender’s VAT reporting requirements in relation to such supply.

11.8

FATCA information

(A)

Subject to paragraph (C) below, each Party shall, within 10 Business Days of a reasonable request by another Party:

(i)

confirm to that other Party whether it is:

(a)

a FATCA Exempt Party; or

(b)

not a FATCA Exempt Party;

(ii)

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

(iii)

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

(B)

If a Party confirms to another Party pursuant to paragraph (A)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(C)

Paragraph (A) above shall not oblige the Lender to do anything, and paragraph (A)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i)

any law or regulation;

(ii)

any fiduciary duty; or

(iii)

any duty of confidentiality.

(D)

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (A)(i) or (A)(ii) above (including, for the avoidance of doubt, where paragraph (C) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

11.9

FATCA Deduction

(A)

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(B)

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Company and the Lender.

11.10

Conduct of business by the Lender

No provision of this Agreement will:

(A)

interfere with the right of the Lender to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(B)

oblige the Lender to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(C)

oblige the Lender to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

12.

INCREASED COSTS

12.1

Increased costs

(A)

Subject to Clause 12.3 (Exceptions) the Company shall, within 10 Business Days of a demand by the Lender, pay for the account of the Lender the amount of any Increased Costs incurred by the Lender or any of its Affiliates as a result of:

(i)

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or

(ii)

compliance with any law or regulation,

in each case made after the date of this Agreement or, if later, the date on which the relevant Lender became a Lender.

(B)

In this Agreement “Increased Costs” means:

(i)

a reduction in the rate of return from the Facility;

(ii)

an additional or increased cost; or

(iii)

a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by the Lender or any of its Affiliates to the extent that it is attributable to the Lender having entered into its Commitment or funding or performing its obligations under any Finance Document.

12.2

Increased cost claims

(A)

If the Lender intends to make a claim pursuant to Clause 12.1 (Increased costs), it shall notify the Company of the event giving rise to the claim.

(B)

The Lender shall, as soon as practicable after a demand by the Company, provide a certificate confirming the amount of its Increased Costs.

12.3

Exceptions

(A)

Clause 12.1 (Increased costs) does not apply to the extent any Increased Cost is:

(i)

attributable to a Tax Deduction required by law to be made by an Obligor;

(ii)

attributable to a FATCA Deduction required to be made by a Party;

(iii)

compensated for by Clause 11.3 (Tax indemnity) (or would have been compensated for under Clause 11.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (B) of Clause 11.3 (Tax indemnity) applied); and

(iv)

attributable to the wilful breach by the Lender or its Affiliates of any law or regulation.

(B)

In this Clause 12.3 reference to a “Tax Deduction” has the same meaning given to the term in Clause 11.1 (Definitions).

13.

OTHER INDEMNITIES

13.1

Currency indemnity

(A)

If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i)

making or filing a claim or proof against that Obligor; or

(ii)

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within 10 Business Days of demand, indemnify the Lender against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (i) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (ii) the rate or rates of exchange available to the Lender at the time of its receipt of that Sum.

(B)

Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

13.2

Other indemnities

The Company shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify the Lender against any cost, loss or liability incurred by it as a result of:

(A)

the occurrence of any Event of Default;

(B)

a failure by an Obligor to pay any amount due under a Finance Document on its due date;

(C)

funding, or making arrangements to fund a Utilisation requested by the Company in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by the Lender alone); or

(D)

a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by the Company.

14.

MITIGATION BY THE LENDER

14.1

Mitigation

(A)

The Lender shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in the Facility ceasing to be available or any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 11 (Tax Gross-Up and Indemnities) or Clause 12 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate.

(B)

Paragraph (A) above does not in any way limit the obligations of any Obligor under the Finance Documents.

14.2

Limitation of liability

(A)

The Company shall promptly indemnify the Lender for all costs and expenses reasonably incurred by the Lender as a result of steps taken by it under Clause 14.1 (Mitigation).

(B)

The Lender is not obliged to take any steps under Clause 14.1 (Mitigation) if, in the opinion of the Lender (acting reasonably), to do so might be prejudicial to it.

15.

COSTS AND EXPENSES

15.1

Amendment costs

If:

(A)

an Obligor requests an amendment, waiver or consent; or

(B)

an amendment is required pursuant to Clause 21.5 (Change of currency),

the Company shall, within five Business Days of demand, reimburse the Lender for the amount of all costs and expenses (including legal fees, subject to a cap if so agreed) reasonably incurred by the Lender in responding to, evaluating, negotiating, or complying with or implementing that request, or requirement or actual or contemplated agreement.

15.2

Italian law Transaction Security costs

The Lender shall bear the registration tax and notary fees incurred in connection with the execution and registration: (i) of any Transaction Security Document in Schedule 2 (Conditions Precedent to Initial Utilisation) which is governed by Italian law; and (ii) any document for the confirmation and/or extension of any Security expressed to be governed by Italian law.

15.3

Enforcement and preservation costs

The Company shall, within five Business Days of demand, pay to the Lender the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of or the preservation of any rights under any Finance Document and the Transaction Security and any proceedings instituted by or against the Lender as a consequence of taking or holding the Transaction Security or enforcing these rights.

SECTION 8
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

16.

REPRESENTATIONS

16.1

General

Each Obligor makes the representations and warranties set out in this Clause 16 to the Lender, other than the representation and warranty contained in Clause 16.17 (Segregation of assets or revenues) which is made only by any Obligor incorporated in Italy.

16.2

Status

(A)

It and each of its Subsidiaries is a corporation, limited liability company or partnership with limited liability, duly incorporated or, in the case of a partnership, established and validly existing under the law of its jurisdiction of incorporation.

(B)

It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

16.3

Binding obligations

(A)

The obligations expressed to be assumed by it in each Finance Document are, subject to Legal Reservations), legal, valid, binding and enforceable obligations.

(B)

Without limiting the generality of paragraph (A) above, each Transaction Security Document to which it is a party creates the security interests which that Transaction Security Document purports to create and those security interests are valid and effective.

16.4

Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents and the granting of the Transaction Security do not and will not conflict with:

(A)

any law or regulation applicable to it;

(B)

its constitutional documents; or

(C)

any agreement or instrument binding upon it or any of its assets to the extent such conflict has or is reasonably likely to have a Material Adverse Effect.

16.5

Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

16.6

Validity and admissibility in evidence

(A)

Subject to the Legal Reservations, all Authorisations required:

(i)

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

(ii)

to make the Finance Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,

have been (or will at the required date be) obtained or effected and are (or will be) in full force and effect.

(B)

All Authorisations necessary for the conduct of the business, trade and ordinary activities of members of the Group have been obtained or effected and are in full force and effect if failure to obtain or effect those Authorisations has or is reasonably likely to have a Material Adverse Effect.

16.7

Governing law and enforcement

Subject to the Legal Reservations:

(A)

the choice of governing law of the Finance Documents will be recognised and enforced in its Relevant Jurisdiction; and

(B)

any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its jurisdiction of incorporation.

16.8

No filing or stamp taxes

Subject to the Legal Reservations, and other than in the case of the Transaction Security Documents, under the laws of its Relevant Jurisdiction it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents, except, with respect to Italy only:

(A)

Finance Documents for which notarisation is required by the Italian Civil Code;

(B)

any filing, recording on enrolling in relation to the Transaction Security, which is necessary to perfect the same and which will be made in accordance with the relevant Transaction Security Documents;

(C)

in any “case of use” (caso d’uso), including the filing, recording or enrolment of any Finance Document with any Italian judicial authority (when carrying out any administrative activity) or administrative authority (unless such filing is mandatory at law);

(D)

on voluntary registration (registrazione volontaria) of any Finance Document with the Italian tax authority;

(E)

in the event any of the provisions of the Finance Document is mentioned (according to the enunciazione principle) in any separate document entered into between the same parties (alone or together with other parties) which have not been previously registered and in respect of which any of the conditions described at paragraphs (A) to (D) above is met; or

(F)

where any Finance Document is enforced in Italy either by way of a direct court judgment or an exequatur of a judgment rendered outside Italy.

16.9

Deduction of Tax

It is not required to make any Tax Deduction from any payment it may make under any Finance Document to a Lender which is:

(A)

a Qualifying Lender:

(i)

falling within paragraph (A)(i) of the definition of “Qualifying Lender”; or

(ii)

except where a Direction has been given under section 931 of the ITA in relation to the payment concerned, falling within paragraph (A)(ii) of the definition of “Qualifying Lender”; or

(iii)

falling within paragraph (B) of the definition of “Qualifying Lender”; or

(B)

a Treaty Lender and the payment is one specified in a direction given by the Commissioners of Revenue & Customs under Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 (SI 1970/488).

16.10

No Event of Default

No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

16.11

No Material Adverse Effect

Since the Closing Date, there has been no change in its business, assets or financial condition that is likely to have a Material Adverse Effect.

16.12

Financial Statements

The most recent financial statements delivered pursuant to Clause 17.1 (Financial statements):

(A)

have been prepared in accordance with the currently applicable Accounting Principles; and

(B)

give a true and fair view of (if audited) or fairly represent in all material respects (if unaudited), the Parent’s or the Ultimate Parent’s (as applicable) consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate (but, in the case of unaudited accounts, subject to year-end adjustments and only judged by a standard expected of unaudited management accounts).

16.13

No proceedings

No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which are likely expected to be adversely determined and, if so adversely determined, would have or reasonably be likely to have a Material Adverse Effect have been started or threatened in writing against it or any member of the Group.

16.14

Ranking

(A)

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

(B)

The Transaction Security has or will have the ranking in priority which it is expressed to have in the Transaction Security Documents and it is not subject to any prior ranking or pari passu ranking Security.

16.15

Centre of main interests

For the purposes of regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast) (the “Regulation”), the COMI of the Parent is situated in Italy and the COMI of any Obligor (other than any Italian Guarantor) is situated in its Original Jurisdiction.

16.16

Sanctions, Anti-Corruption and Anti-Money Laundering Laws and Anti-Terrorism

(A)

Each Obligor and each other member of the Group has implemented and will maintain in effect policies and procedures designed to ensure compliance by it with Anti-Corruption and Anti-Money Laundering Laws and Sanctions applicable to it.

(B)

Neither the Company, nor the Obligors or its Subsidiaries or their respective directors, employees or agents have been charged by a competent court nor are currently under formal investigation for any compliance violations related to Anti-Corruption, Anti-Money Laundering Laws and/or applicable Sanctions applicable to it, and are not engaged in any activity that would reasonably be expected to result in the Borrower being designated as a Sanctioned Person.

(C)

None of:

(i)

the Obligors or any Subsidiary or any of their respective directors, employees or agents; or

(ii)

an agent of the Borrower or a Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby,

is, at the date hereof, a Sanctioned Person or is owned or controlled by a Sanctioned Person.

16.17

Segregation of assets or revenues

No Obligor incorporated in Italy, including, without limitation, an Italian Guarantor, shall segregate assets or revenues pursuant to article 2447-bis (Patrimoni destinati a uno specifico affare) of the Italian Civil Code, letter (a) and (b), without the prior written consent of the Lender.

16.18

Times when representations made

(A)

All the representations and warranties in this Clause 16 are made by each Original Obligor on the Closing Date.

(B)

The Repeated Representations are made by each Obligor on the date of each Utilisation Request and on the first day of each Interest Period.

(C)

All the Repeated Representations are made by each Additional Guarantor on the day on which it becomes (or it is proposed that it becomes) an Additional Guarantor.

(D)

Each Repeated Representation deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the Repeated Representation is deemed to be made.

17.

INFORMATION UNDERTAKINGS

The undertakings in this Clause 17 remain in force from the Closing Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force. Any undertakings set out in Clauses 17.1 (Financial statements) to 17.6 (Notification of default) are subject to Clause 17.7 (Exceptions).

In this Clause 17:

“Annual Compliance Statement” means the Compliance Certificate to be delivered together with each set of Annual Financial Statements pursuant to paragraph (A) of Clause 17.2 (Provision and contents of Compliance Certificate).

“Annual Financial Statements” means the financial statements for a Financial Year delivered pursuant to paragraph (A) of Clause 17.1 (Financial statements).

“Quarterly Financial Statements” means the financial statements delivered pursuant to paragraph (B) of Clause 17.1 (Financial statements).

17.1

Financial statements

The Company shall supply to the Lender:

(A)

as soon as they are available, but in any event within 180 days after the end of each of the Parent’s Financial Years, the Group’s consolidated financial statements (which, if required to be audited pursuant to local law, shall be audited); and

(B)

as soon as they are available, but in any event within 50 days after the end of each of the Parent’s Financial Quarters, the Group’s consolidated financial statements for that Financial Quarter.

17.2

Provision and contents of Compliance Certificate

(A)

The Company shall supply a Compliance Certificate to the Lender with each set of Annual Financial Statements and each set of Quarterly Financial Statements delivered pursuant to Clause 17.1 (Financial statements) above which shall:

(i)

include a list of all Material Subsidiaries and all Group Material Subsidiaries; and

(ii)

confirm the amount of Group Net Cash as at the end of such Financial Year or Financial Quarter, as applicable.

(B)

Each Compliance Certificate shall be signed by two directors of the Company.

17.3

Requirements as to financial statements

(A)

Each set of financial statements delivered by the Company pursuant to Clause 17.1 (Financial statements) shall be certified by a director of the relevant company as fairly representing its financial condition as at the date as at which those financial statements were drawn up.

(B)

The Company shall procure that each set of financial statements delivered pursuant to Clause 17.1 (Financial statements) is prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied in effect as at the Closing Date for that Obligor unless, in relation to any set of financial statements, it notifies the Lender that there has been a change in the Accounting Principles, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Lender a description of any change necessary for those financial statements to reflect the Accounting Principles or accounting practices in effect as at the Closing Date. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as so adjusted.

17.4

Qualifying MYT Group Financing

The Company shall supply to the Lender details of any proposed Qualifying MYT Group Refinancing (as soon as reasonably practicable and, in any event, not less than 20 Business Days prior to the signing thereof), including:

(A)

copies of draft transaction documentation;

(B)

once in agreed form, final transaction documentation; and

(C)

such information as the Lender may reasonably request in connection with Clause 27.2 (Exception: Qualifying MYT Group Refinancing).

17.5

Information: miscellaneous

The Company shall supply to the Lender:

(A)

at the same time as they are dispatched, copies of all documents dispatched by the Ultimate Parent to its shareholders generally (or any class of them) or dispatched by the Ultimate Parent, the Parent, the Company or any other Obligor to their respective creditors generally (or any class of them) (including, without limitation, pursuant to the MYT Credit Facility);

(B)

promptly, upon becoming aware of them, the details of any material litigation, arbitration or administrative proceedings or any material judgement which would have or reasonably be likely to have a Material Adverse Effect;

(C)

promptly, such further information regarding the financial condition, assets, business and operations of the Group and/or any member of the Group as the Lender may reasonably require; and

(D)

promptly, such further information as the Lender may reasonably require regarding any assets subject to Transaction Security in favour of the Lender and the compliance of any Obligor with any Transaction Security Document.

17.6

Notification of default

(A)

Each Obligor shall notify the Lender of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

(B)

Promptly upon a request by the Lender, the Company shall supply to the Lender a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

17.7

Exceptions

(A)

The undertakings included in this clause 17 (Information Undertakings) shall not apply to the extent that the information delivered is subject to mandatory statutory restrictions under applicable securities law and inside information rules, including, without limitation, where the relevant information constitutes “inside information” within the meaning of article 7 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the “EU Market Abuse Regulation”) and the disclosure of such information would be unlawful pursuant to article 10 of the EU Market Abuse Regulation or pursuant to any other applicable mandatory law.

(B)

The Lender shall have the right to request (by notifying in writing the Company and following such request a “Public Side Lender”, which request shall be revocable at any time in the event that the Lender elects to cease to be a Public Side Lender) to not receive any non-public information or inside information with respect to the shareholders of the Parent, the Company, any of their respective holding companies or any member of the Group (or their respective securities) (“Non Public Information”). No Default or Event of Default shall occur as a result from not providing Non Public Information to the Lender for such time as it is a Public Side Lender.

18.

GENERAL UNDERTAKINGS

Subject to Clause 27.2 (Exception: Qualifying MYT Group Refinancing), the undertakings in this Clause 18 remain in force from the Closing Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

18.1

Authorisations

Each Obligor shall promptly:

(A)

obtain, comply with and do all that is necessary to maintain in full force and effect; and

(B)

supply copies (certified if required under applicable law) to the Lender of,

any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.

18.2

Compliance with laws

Each Obligor shall comply in all respects with all laws (including environmental laws) to which it may be subject, if failure so to comply would have a Material Adverse Effect.

18.3

Financial Indebtedness

(A)

Except as permitted under paragraph (B) below, no Obligor shall incur or allow to remain outstanding any Financial Indebtedness.

(B)

Paragraph (A) above does not apply to any Financial Indebtedness listed below:

(i)

arising under derivative transactions entered into in connection with protection against fluctuation in any currencies, rates or prices where the exposure arises in the ordinary course of business or in respect of payments to be made under this Agreement, but not any transaction for investment or speculative purposes;

(ii)

arising under Finance Leases the outstanding principal amount of which does not exceed at any time in aggregate EUR 7,500,000 (or its equivalent in other currencies) in addition to Finance Leases existing at the date of the agreement;

(iii)

arising under any intra-Group financing;

(iv)

of any person or business that becomes a part of the Group after the Closing Date in connection with any Permitted Acquisition (as defined below), provided that:

(a)

such Financial Indebtedness existed at the time such person or business became a part of the Group (or is drawn under any facility in existence at the date such person or business became a part of the Group) and was not incurred or increased in anticipation thereof (and any refinancing, refunding, renewal or extension thereof); and

(b)

such Financial Indebtedness is discharged within six months from the date upon which such person or business becomes a part of the Group (unless such Financial Indebtedness is permitted to remain outstanding pursuant to any other term of the Agreement);

(v)

incurred under any instrument issued to or for the benefit of current, former or future management or employees of any member of the Group in respect of any bonus or similar payment and Financial Indebtedness arising in connection with any deposit or advance of funds with or to the Group by a trust or other entity in respect of any MEP, incentive scheme or similar arrangement;

(vi)

under supplier financing or similar arrangements entered into in the ordinary course of business (including any such arrangements subsisting in any entity acquired pursuant to an acquisition permitted by the terms of this Agreement);

(vii)

arising pursuant to the MYT Credit Facility on or following a Qualifying MYT Group Refinancing;

(viii)

arising pursuant to any Permitted Factoring;

(ix)

arising pursuant to a guarantee which is permitted to be incurred and remain outstanding pursuant to Clause 18.11 (Guarantees);

(x)

existing on the Closing Date and any replacement thereof with the same (or lower) principal amount; or

(xi)

not permitted by the preceding paragraphs and which is a Permitted Transaction.

18.4

Negative pledge

(A)

Except as permitted under paragraph (B) below, no Obligor shall create or permit to subsist any Security or (as the case may be) Quasi-Security, over any of its assets with respect to any Financial Indebtedness.

(B)

Paragraph (A) above does not apply to any Security or (as the case may be) Quasi-Security listed below (each a “Permitted Security”):

(i)

any Security or Quasi-Security existing as at the Closing Date and any replacement thereof (except to the extent the principal amount secured by that Security or Quasi-Security exceeds the amount secured as at the Closing Date);

(ii)

any Security or Quasi-Security (including any netting or set-off arrangement) arising under the general business conditions of banks or financial institutions in the ordinary course of the banking arrangements of the Group;

(iii)

any netting or set-off arrangement pursuant to any derivative transaction permitted by paragraph (B)(i) of Clause 18.3 (Financial Indebtedness);

(iv)

any Security or Quasi-Security arising by operation of law and in the ordinary course of business;

(v)

any Security or Quasi-Security over or affecting any asset of any person which becomes a member of the Group after the Closing Date if:

(a)

the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by a member of the Group;

(b)

the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Group; and

(c)

the Security or Quasi-Security is removed or discharged within six months of the date of acquisition of such asset by a member of the Group (unless such Security or Quasi-Security is permitted to remain outstanding pursuant to the terms of this Agreement);

(vi)

any Security or Quasi-Security entered into pursuant to any Finance Document;

(vii)

any Security or Quasi-Security required by law or good corporate governance/judgement of a prudent businessman for the establishment or maintenance of intra-group liabilities in order to comply with capital maintenance and equivalent provisions;

(viii)

any Security or Quasi-Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to an Obligor in the ordinary course of business on supplier’s standard or usual terms and not arising as a result of any default or omission by any Obligor;

(ix)

any Security or Quasi-Security customarily provided over accounts or receivables or related assets in relation to any Permitted Factoring;

(x)

any Security or Quasi-Security arising as a consequence of or in connection with a Finance Lease or a sale and lease back arrangement not prohibited under the terms of this Agreement;

(xi)

payments into court or any Security or Quasi-Security arising in connection with any legal proceedings being contested by any member of the Group in good faith (including Security arising under any court order or injunctions or security for costs);

(xii)

arising in connection with the MYT Credit Facility on or following a Qualifying MYT Group Refinancing; or

(xiii)

not permitted by the preceding paragraphs and which is a Permitted Transaction, provided that if such Security or Quasi-Security is granted over any assets subject to Transaction Security, such Security or Quasi-Security is granted on a contractually subordinated basis to the Transaction Security.

18.5

Disposals

(A)

Except as permitted under paragraph (B) below, no Obligor shall, enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, license, transfer or otherwise dispose of any asset.

(B)

Paragraph (A) above does not apply to any sale, lease, licence, transfer or other disposal listed below (each a “Permitted Disposal”):

(i)

of trading stock or cash in the ordinary course of business;

(ii)

of assets in exchange for other assets comparable or superior as to type, value and quality in the context of the business of the Group (other than for Cash and Cash Equivalent Investments);

(iii)

of assets by a member of the Group to another member of the Group, which in the case of a disposal from an Obligor to a member of the Group which is not an Obligor shall be at arm’s length terms;

(iv)

of receivables disposed as part of a Permitted Factoring;

(v)

of assets by way of any Finance Lease and sale and lease back arrangements not prohibited under the terms of this Agreement;

(vi)

the exchange of assets (other than shares in or the business of any Obligor) for or for investment in other assets comparable or superior as to type, value or quality in the context of the business of the Group;

(vii)

any disposal of assets which are obsolete for the purpose for which such assets are normally utilised or which are surplus to the business in which they were employed;

(viii)

disposals of securities in the ordinary course of treasury transactions;

(ix)

any disposal to which any member of the Group is contractually committed as at the Closing Date;

(x)

any disposal of assets in connection with a Permitted Reorganisation; or

(xi)

of any assets the book value of which (when aggregated with the book value of any other asset being the subject of any other sale, lease, transfer or other disposal not allowed under the preceding paragraphs) in any calendar year (at the time the respective agreement for the disposal is entered into), does not exceed 10 per cent. of the Group’s consolidated total assets as set out in the most recently available financial statements of the Group.

18.6

Merger

(A)

No Obligor shall enter into any amalgamation, demerger, merger or corporate reconstruction.

(B)

Paragraph (A) above does not apply to:

(i)

any sale, lease, transfer or other disposal permitted pursuant to Clause 18.5 (Disposals);

(ii)

any Permitted Reorganisation; or

(iii)

any amalgamation, merger or corporate reconstruction on a solvent basis (a) between an Obligor and other members of the Group where such Obligor is the surviving entity, (b) between members of the Group which are not Obligors (so long as any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other members of the Group) or (c) between Obligors, provided that in the case of any amalgamation, merger or corporate reorganisation involving the Company, the Company shall be the surviving entity,

(each of the actions pursuant to paragraphs (i) to (ii) above, a “Permitted Merger”).

18.7

Pari passu ranking

Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of the Lender against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except for those creditors whose claims are mandatorily preferred by laws of general application to companies.

18.8

Acquisitions

(A)

No Obligor shall:

(i)

acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them); or

(ii)

incorporate a company.

(B)

Paragraph (A) above does not apply to:

(i)

the investment in a joint venture established in a Permitted Jurisdiction, provided that the aggregate consideration does not exceed at any time in aggregate EUR 10,000,000 (or its equivalent in other currencies);

(ii)

the increase of any shareholdings or ownership interests in any joint venture existing as of the Closing Date;

(iii)

an acquisition by a member of the Group of minority interests in a member of the Group held by a person which is not a member of the Group;

(iv)

the acquisition of the issued share capital of a limited liability company or the partnership interests in a limited partnership which has not traded and has no material liabilities or obligations prior to the date of such acquisition;

(v)

the acquisition of shares or ownership interests in or the establishment of companies (in each case in a Permitted Jurisdiction) by a member of the Group, provided that the total consideration paid (including Financial Indebtedness of the target assumed or repaid and deferred consideration) (the “Total Consideration”) in the aggregate for all acquisitions over the lifetime of the Facility does not exceed at any time EUR 25,000,000, subject to the following conditions:

(a)

on the date of the signing of the relevant acquisition agreement, the relevant target does not have any material contingent liabilities or off-balance sheet liabilities, unless adequately covered by indemnities or insurance, reflected in the purchase price or adequate reserves are maintained by the relevant target;

(b)

the principal business of the target entity or business is substantially the same as, or substantially similar, complementary or related to, that carried on by an existing member of the Group;

(c)

the acquired business has positive EBITDA (determined on the same basis as Consolidated Adjusted EBITDA); and

(d)

no Event of Default is continuing or, by reference to the circumstances then existing, would occur as a result of the acquisition;

(vi)

any acquisition or investment to which any member of the Group is contractually committed as at the Closing Date; or

(vii)

an acquisition pursuant to a Permitted Reorganisation,

(each of the acquisitions pursuant to paragraphs (i) to (vi) above, a “Permitted Acquisition”).

18.9

Anti-Corruption and Anti-Money Laundering Laws and Sanctions

(A)

The Company will not request any Utilisation, and the Company shall not (directly or indirectly) use, and the Company shall procure that its Subsidiaries shall not (directly or indirectly) use, the proceeds of any Utilisation or lend, contribute or otherwise make available such proceeds of any Utilisation to any other person:

(i)

in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption and Anti-Money Laundering Laws applicable to it;

(ii)

for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in or involving any Sanctioned Country; or

(iii)

in any manner that would result in the violation of any Sanctions:

(a)

that is prohibited by Sanctions:

(1)

applicable to any Party or any of its Affiliates; or

(2)

under the law governing, any Finance Document; or

(b)

that would result in a violation of Sanctions by any Party or any of its Affiliates.

(B)

Each Obligor shall (and the Company shall procure that each other member of the Group will):

(i)

conduct its businesses in compliance with applicable Anti-Corruption and Anti-Money Laundering Laws; and

(ii)

maintain in effect policies and procedures designed to ensure compliance with such laws.

18.10

Loans or credit

(A)

No Obligor shall be a creditor in respect of any Financial Indebtedness to any person not being a member of the Group.

(B)

Paragraph (A) above does not apply to:

(i)

any advance payment or deferred consideration granted in the ordinary course of business;

(ii)

any loan or credit existing on the Closing Date and any replacement thereof with the same (or lower) principal amount guaranteed; or

(iii)

any loan or credit which is a Permitted Transaction.

18.11

Guarantees

(A)

No Obligor shall incur or allow to remain outstanding any guarantee in respect of any Financial Indebtedness of any person not being a member of the Group.

(B)

Paragraph (A) does not apply to:

(i)

any guarantees existing on the Closing Date and any replacement thereof with the same (or lower) principal amount guaranteed;

(ii)

any guarantees granted in respect of the MYT Credit Facility on or following a Qualifying MYT Group Refinancing; or

(iii)

any guarantee which is a Permitted Transaction.

18.12

Change of business

The Company shall procure that no material change is made to the general nature of the business of the Company or the Group (taken as a whole) from that carried on at the date of this Agreement.

18.13

Guarantor coverage

(A)

As soon as possible but in any event within 60 days following delivery of the Annual Financial Statements (commencing with the first set of Annual Financial Statements delivered on or after the first anniversary of the Closing Date), each Group Material Subsidiary shall accede as an Additional Guarantor.

(B)

On and following the occurrence of a Qualifying MYT Group Refinancing only, the Ultimate Parent and each Subsidiary of the Ultimate Parent which at any time guarantees or otherwise becomes liable at any time, whether as a borrower, an additional co-borrower, a guarantor or otherwise, for or in respect of any Financial Indebtedness under any MYT Credit Facility shall accede as an Additional Guarantor concurrently therewith and to grant Security or Quasi-Security, as applicable, in favour of the Lender in scope and substance which is equivalent (on a subordinated basis to the extent required by such creditors to be subordinated) to any Security or Quasi-Security, as applicable, granted in favour of (or for the benefit of) any creditors under such MYT Credit Facility (or, in the case of the Ultimate Parent and each Subsidiary of the Ultimate Parent which, as at the date on which any Qualifying MYT Group Refinancing becomes effective, guarantees or is liable under the MYT Credit Facility immediately upon such Qualifying MYT Group Refinancing becoming effective).

18.14

Separateness

(A)

This Clause 18.14 shall cease to apply upon the occurrence of a Qualifying MYT Group Refinancing.

(B)

The Group and the MYT Group (excluding, for this purpose, the Group) shall operate together, however, each Obligor shall at all times ensure that the Group and the MYT Group (excluding, for this purpose, the Group) shall act independently and separately in respect of the following matters:

(i)

keeping separate books, financial statements, accounts and records as between the Group and the MYT Group (excluding, for this purpose, the Group) (provided that this shall not prevent any member of the Group from being consolidated within the MYT Group for the purposes of reporting);

(ii)

not being party to or using in any way any cash pooling (or similar arrangements) used by any member of the MYT Group which is not a member of the Group (and vice versa);

(iii)

not commingling any assets of any member of the Group, on the one hand, with any assets of any member of the MYT Group which is not a member of the Group, on the other, (save for ordinary course transactions on arm’s length terms to the extent permitted accordance with Clause 18.15 (Arm’s length basis));

(iv)

not permitting any intercompany balances to arise or be maintained between any member of the Group, on the one hand, and any member of the MYT Group which is not a member of the Group, on the other, (save for ordinary course transactions on arm’s length terms in accordance with Clause 18.15 (Arm’s length basis));

(v)

not permitting the transfer (including by way of sale, lease, license or other disposition) of any asset between any member of the Group, on the one hand, and any member of the MYT Group which is not a member of the Group, on the other, (in each case, whether in a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary) (save for ordinary course transactions on arm’s length terms to the extent permitted in accordance with Clause 18.15 (Arm’s length basis));

(vi)

not permitting any member of the Group to have any obligations or liabilities in respect of any MYT Group-wide retirement benefit or occupational pension scheme (or equivalent);

(vii)

maintaining separate bank accounts as between the Group and the MYT Group (excluding, for this purpose, the Group); and

(viii)

ensuring that all liabilities of any member of the Group are paid only out of Group funds and that all liabilities of any member of the MYT Group (excluding, for this purpose, the Group) are paid only out of MYT Group funds (excluding, for this purpose, the Group).

(C)

The limitations set out in paragraph (B) above shall not apply to any (internal or external) costs incurred on arm’s length basis by any member of the MYT Group (excluding, for this purpose, the Group) in connection with any restructuring, corporate or organisational measures relating to the Group (arising from legal, financing, technology, logistics, commercial, personnel, management, marketing, merchandising, operational or other services critical to the business), provided that such costs are for the predominant benefit of the Group and any liabilities relating thereto are subordinated to the liabilities owed by the Obligors to the Lender.

18.15

Arm’s length basis

(A)

This Clause 18.15 shall cease to apply upon the occurrence of a Qualifying MYT Group Refinancing.

(B)

No Obligor shall enter into any transaction with any member of the MYT Group or any Affiliate of any member of the MYT Group (in each case, other than a member of the Group) except on arm’s length terms and, if the relevant asset is subject to Transaction Security, for full market value.

18.16

Dividends and share redemption

(A)

Prior to a Qualifying MYT Group Refinancing, except as permitted under paragraph (B) below, the following actions shall not be taken by the Parent:

(i)

declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);

(ii)

repay or distribute any dividend or share premium reserve;

(iii)

pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of any of the shareholders of the Parent; or

(iv)

redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.

(B)

Paragraph (A) above does not apply to a Permitted Distribution and to any (internal or external) costs incurred on arm’s length basis by any member of the MYT Group (excluding, for this purpose, the Group) in connection with any restructuring, corporate or organisational measures relating to the Group (arising from legal, financing, technology, logistics, commercial, personnel, management, marketing, merchandising, operational or other services critical to the business), provided that such costs are for the predominant benefit of the Group and any liabilities relating thereto are subordinated to the liabilities owed by the Obligors to the Lender.

18.17

People with Significant Control regime

Each Obligor shall:

(A)

within the relevant timeframe, comply with any notice it receives pursuant to Part 21A of the Companies Act 2006 from any company incorporated in the United Kingdom whose shares are the subject of the Transaction Security; and

(B)

promptly provide the Lender with a copy of that notice.

18.18

Value transfer

(A)

This Clause 18.18 shall cease to apply upon the occurrence of a Qualifying MYT Group Refinancing.

(B)

In the event that Group Net Cash at any time is less than:

(i)

during the first twelve-month period commencing on the Closing Date (the last day of such period being the “Period 1 End Date”), EUR 200,000,000;

(ii)

during the twelve-month period commencing on first day following the Period 1 End Date, EUR 100,000,000; or

(iii)

thereafter, EUR 20,000,000,

the following escalation procedure shall be applied by the Company and the Lender in order:

(a)

the Company and the Lender shall enter into discussions in good faith, for a period of not more than 30 days (or such longer period as the Company and the Lender may agree), to agree a proposal for the resolution of the relevant shortfall, to the satisfaction of the Company and the Lender, in each case, acting commercially reasonably; and

(b)

(if no agreement is reached between the Company and the Lender within such period):

(1)

the Lender shall not be obliged to fund a Utilisation; and

(2)

if the Lender so requires and notifies the Company within 90 days of the end of such period (the “Cancellation Notice”) cancel the Commitment and all outstanding Utilisations, together with accrued interest, and all other amounts accrued under the Finance Documents, shall become due and payable on the date falling three Business Days after the date of the Cancellation Notice.

18.19

Conditions Subsequent

As soon as possible following the Closing Date and, in any event, no later than 30 Business Days following the Closing Date, the Lender shall receive all of the documents and other evidence listed in Schedule 3 (Conditions Subsequent) and in form and substance satisfactory to the Lender.

19.

EVENTS OF DEFAULT

Each of the events or circumstances set out in this Clause 19 is an Event of Default (save for Clause 19.15 (Acceleration) and 19.16 (Clean-up Period)).

19.1

Non-payment

Any member of the Group which is party to a Finance Document does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless failure to pay is caused by an administrative or technical error or Disruption Event and payment is made within three Business Days of its due date.

19.2

Financial covenants and other obligations

Any Financial Covenant which is incorporated into this Agreement following a Qualifying MYT Group Refinancing or the provisions of Clause 18.19 (Conditions Subsequent) is not satisfied.

19.3

Other obligations

(A)

Any member of the Group which is party to a Finance Document does not comply with any provision of the Finance Documents (other than those referred to in Clause 19.1 (Non-payment) or Clause 19.2 (Financial covenants).

(B)

No Event of Default under paragraph (A) above will occur if the failure to comply is capable of remedy and is remedied within 15 Business Days of the earlier of (i) the Lender giving notice to the Company and (ii) the Company becoming aware of the failure to comply.

19.4

Misrepresentation

(A)

Any representation or statement made or deemed to be made by or on behalf of an Obligor in the Finance Documents or any other document delivered by or on behalf of an Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made.

(B)

No Event of Default under paragraph (A) above will occur if the circumstances giving rise to the misrepresentation are capable of remedy and are remedied within 15 (fifteen) Business Days of the earlier of (i) the Lender giving notice to the Company and (ii) the Company becoming aware of such misrepresentation.

19.5

Cross default/acceleration

(A)

(B)

Any Financial Indebtedness (other than under this Agreement) of any member of the Ultimate Parent or any member of the Group, or (on and following a Qualifying MYT Group Refinancing only) any member of the MYT Group, is declared to be or otherwise becomes due and payable prior to its specified maturity is cancelled or suspended by a creditor of the Ultimate Parent, any member of the Group or any member of the MYT Group (as applicable), in each case as a result of an event of default (however described).

(C)

Any creditor of any member of the Ultimate Parent or any member of the Group, or (on and following a Qualifying Group Refinancing only) any member of the MYT Group becomes entitled to declare any Financial Indebtedness of the Ultimate Parent, any member of the Group or any member of the MYT Group (as applicable) due and payable prior to its specified maturity as a result of an event of default (however described).

(D)

No Event of Default will occur under this Clause 19.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (A) to (C) above is in aggregate equal to less than EUR 20,000,000 (or its equivalent in other currencies).

19.6

Insolvency

(A)

An Obligor, any Group Material Subsidiary, the Ultimate Parent or (on and following the occurrence of a Qualifying MYT Group Refinancing only) any Material Subsidiary:

(i)

is unable or admits inability to pay its debts as they fall due;

(ii)

suspends making payments on any of its debts; or

(iii)

by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding the Lender in its capacity as such) with a view to rescheduling any of its indebtedness.

(B)

An Obligor, a Group Material Subsidiary (on and following the occurrence of a Qualifying MYT Group Refinancing only) a Material Subsidiary incorporated or established in Germany is unable to pay its debts as they fall due (zahlungsunfähig) within the meaning of section 17 of the Insolvency Code (Insolvenzordnung) or is overindebted within the meaning of section 19 of the Insolvency Code (Insolvenzordnung) or, with respect to any Obligor, any Group Material Subsidiary (on and following the occurrence of a Qualifying MYT Group Refinancing only) any Material Subsidiary, the value of its assets is less than its liabilities (taking into account contingent and prospective liabilities).

(C)

A moratorium is declared in respect of any indebtedness of any Obligor, any Group Material Subsidiary, the Ultimate Parent or (on and following the occurrence of a Qualifying MYT Group Refinancing only) any Material Subsidiary.

19.7

Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(A)

the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor, any Group Material Subsidiary, the Ultimate Parent or (on and following the occurrence of a Qualifying MYT Group Refinancing only) any Material Subsidiary other than a solvent liquidation or reorganisation (including, without limitation, a Permitted Reorganisation);

(B)

a composition, compromise, assignment or arrangement with any creditor of an Obligor, a Group Material Subsidiary, the Ultimate Parent or (on and following the occurrence of a Qualifying MYT Group Refinancing only) a Material Subsidiary;

(C)

the appointment of a liquidator (other than in respect of a solvent liquidation or a Permitted Reorganisation), receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any Obligor, any Group Material Subsidiary, the Ultimate Parent or (on and following the occurrence of a Qualifying MYT Group Refinancing only) any Material Subsidiary;

(D)

enforcement of any Security over any assets of any member of the Group or (on and following the occurrence of a Qualifying MYT Group Refinancing only) any member of the MYT Group; or

(E)

any analogous procedure or step is taken in any jurisdiction.

This Clause 19.7 shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 20 Business Days of commencement.

19.8

Creditors’ process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of an Obligor, a Group Material Subsidiary, the Ultimate Parent or (on and following the occurrence of a Qualifying MYT Group Refinancing only) a Material Subsidiary having an aggregate value in excess of EUR 10,000,000 and is not discharged within 20 Business Days.

19.9

Ownership of the Obligors

(A)

Prior to a Qualifying MYT Group Refinancing, an Obligor ceases to be a (direct or indirect) Subsidiary of the Parent, except as a result of a Permitted Disposal, a Permitted Reorganisation or a Permitted Merger.

(B)

On or following a Qualifying MYT Group Refinancing, an Obligor (other than the Ultimate Parent) is not or ceases to be a (direct or indirect) Subsidiary of the Ultimate Parent, except as a result of a Permitted Disposal, a Permitted Reorganisation or a Permitted Merger.

19.10

Unlawfulness

It is or becomes unlawful for any member of the Group which is party to a Finance Document to perform any of its obligations under the Finance Documents, to the extent it is materially adverse to the interests of the Lenders, or any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective, provided that if the circumstances giving rise to such invalidity or unlawfulness or cessation are capable of remedy, no default will occur if remedied within 15 Business Days of the earlier of the Lender giving notice to the Company and the Company becoming aware of such invalidity or unlawfulness.

19.11

Repudiation and rescission of agreements

Any member of the Group which is party to a Finance Document rescinds or purports to rescind or repudiates a Finance Document or any Transaction Security or evidences an intention to rescind or repudiate a Finance Document or any Transaction Security.

19.12

Cessation of business

Any of the Ultimate Parent, the Parent, the Company, the Group (taken as a whole) or the MYT Group (taken as a whole) suspends or ceases to carry on all or a material part of its business.

19.13

Audit qualification

The auditors of the Group or the MYT Group, as applicable, qualify the audited annual consolidated financial statements of the Parent, mytheresa.com GmbH or the Ultimate Parent.

19.14

Material adverse change

Any event or series of events occurs that would have a Material Adverse Effect.

19.15

Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Lender may:

(A)

by notice to the Company:

(i)

cancel each Available Commitment whereupon the Available Commitment shall immediately be cancelled and the Facility shall immediately cease to be available for further utilisation;

(ii)

declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable, and/or

(B)

exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

19.16

Clean-up Period

Notwithstanding any other provision of any Finance Document:

(A)

any breach of the representations and warranties under Clause 16 (Representations) or the undertakings specified in Clause 18 (General Undertakings); or

(B)

any Event of Default referred to in Clause 19 (Events of Default) other than an Event of Default referred to in Clause 19.1 (Non-payment), Clause 19.6 (Insolvency), Clause 19.7 (Insolvency proceedings), Clause 19.8 (Creditors’ process), Clause 19.10 (Unlawfulness), 19.11 (Repudiation and rescission of agreements) or Clause 19.12 (Cessation of business),

which occurs before the relevant Clean-Up Date will be deemed not to be a breach of representation or warranty, a breach of covenant or an Event of Default (as the case may be) if:

(i)

it would have been (if it were not for this provision) a breach of representation or warranty, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to any member of the target group of a Permitted Acquisition (or any obligation to procure or ensure in relation to a member of the target group of such Permitted Acquisition);

(ii)

it is capable of remedy and reasonable steps are being taken to remedy it;

(iii)

the circumstances giving rise to it have not been procured by or approved by any member of the Group; and

(iv)

it is not reasonably likely to have a Material Adverse Effect.

If the relevant circumstances are continuing on or after the relevant Clean-Up Date, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be notwithstanding the above (and without prejudice to the rights and remedies of the Lender).

SECTION 9
CHANGES TO PARTIES

20.

CHANGES TO THE LENDERS

20.1

Assignments and assignment and transfers by the Lender

Subject to this Clause 20, the Lender (the “Existing Lender”) may:

(A)

assign all (but not part) of its rights; or

(B)

transfer by novation all (but not part) of its rights and obligations,

under any Finance Document to a bank or financial institution authorised by a financial services regulator within the European Union, United Kingdom or US, or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and, except for any transfer or assignment referred to in paragraph (A) of Clause 20.2 (Conditions of assignment or transfer), holding a minimum rating of at least BBB- or Baa3 by Standard & Poor’s Rating Services or any equivalent rating by Fitch Ratings Ltd or Moody’s Investors Service Limited (as applicable) (the “New Lender”).

20.2

Conditions of assignment or transfer

In this Clause:

“Loan-to-Own Investor” means any person who as the primary purpose of its business (or a material activity thereof) engages in investment strategies that include the purchase of loans or other debt securities with the intention of (or view to) owning the equity or gaining control of a business (directly or indirectly) and/or investing in equity and/or acquiring control of, or an equity stake in, a business (directly or indirectly) provided that this shall not include (i) the Original Lender or an Affiliate of the Original Lender or (ii) any person or entity (or any of its Affiliates) which is a financial institution authorised by a financial services regulator within the European Union, United Kingdom or US whose principal business is arranging, underwriting and investing in debt.

(A)

Subject to paragraph (C) below, the consent of the Company is required for an assignment or transfer by the Existing Lender, unless the assignment transfer is made at a time when an Acceleration Event has occurred and is continuing.

(B)

Subject to paragraph (C) below, the consent of the Company to an assignment or transfer must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent 10 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Company within that time.

(C)

No assignment or transfer may be made to (i) any Loan-to-Own Investor and (ii) any Competitor without the prior consent of the Company at any time (such consent can be given or withheld by the Company in its sole discretion) provided that with respect to an assignment or transfer to any Loan-to-Own Investor or any Competitor no prior consent of the Company shall be required if such assignment or transfer is made at a time where a Specified Event of Default is continuing.

(D)

Notwithstanding any other provision in the Finance Documents, the Lender shall not (and none of its Affiliates shall) be restricted from entering into, nor required to disclose the identity of any counterparties to (or be required to give the Company prior notice of) and the Company hereby consents to:

(i)

any credit default, or total return swap or derivative (whether disclosed, undisclosed, risk or funded) or credit risk insurance (including obtained under an insurance contracts) (each a “Derivative Arrangement”); or

(ii)

any other sub-participation which does not transfer voting rights (each a “Non-Voting Sub-Participation”), which the Lender enters into in relation to the Facility,

provided that in each case, it retains exclusive control over all rights and obligations in relation to the participations and commitments that are the subject of the applicable Derivative Arrangement or Non-Voting Sub-Participation (where applicable), including all voting and similar rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations).

(E)

For the purposes of article 1407, paragraph 1, of the Italian Civil Code, each of the Parties provides its consent to the transfer (cessione), in whole or in part, by any Existing Lender of its contractual position (i.e. its rights and obligations) under this Agreement and the other Finance Documents (including as a secured creditor (creditore garantito) under the Transaction Security Documents governed by Italian law) in favour of any New Lender in accordance with the provisions of this Clause 20.2 and agrees that upon transfer, in accordance with a transfer certificate and this Clause 20.2, the guarantees and security interests created under the Finance Documents shall be preserved, without novation (novazione), for the benefit of any New Lender. Each Obligor acknowledges and agrees that the notice to be sent by the Agent to it or the Company pursuant to this Clause 20.2 shall constitute an adequate notice of the transfer for the purposes of article 1407, paragraph 1, of the Italian Civil Code.

20.3

Other conditions of assignment or transfer

If:

(A)

the Lender assigns or transfers its rights or obligations under the Finance Documents; and

(B)

as a result of circumstances existing at the date of the assignment or transfer, an Obligor would be obliged to make a payment under Clause 11 (Tax Gross-Up and Indemnities) or Clause 14 (Mitigation by the Lender),

then the New Lender is only entitled to receive payment under those Clauses to the same extent as the Existing Lender would have been if the assignment or transfer had not occurred. This Clause shall not apply in relation to Clause 11.2 (Tax gross-up), to a Treaty Lender that has complied with its obligations pursuant to paragraph (G) of Clause 11.2 (Tax gross-up).

20.4

Security over Lender’s rights

(A)

In addition to the other rights provided to the Lender under this Clause 20, the Lender may without consulting with or obtaining consent from any Obligor at any time assign, charge, pledge or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of the Lender including, without limitation:

(i)

any assignment, charge, pledge or other Security to secure obligations to a federal reserve or central bank (including, for the avoidance of doubt, the European Central Bank) including, without limitation, any assignment of rights to a special purpose vehicle where Security over securities issued by such special purpose vehicle is to be created in favour of a federal reserve or central bank (including, for the avoidance of doubt, the European Central Bank); and

(ii)

any assignment, charge, pledge or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by the Lender as security for those obligations or securities,

except that no such assignment, charge, pledge or Security shall:

(a)

release the Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant assignment, charge, pledge or Security for the Lender as a party to any of the Finance Documents; or

(b)

require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

(B)

The limitations on assignments or transfers by the Lender set out in any Finance Document and the provisions set out in Clause 28 (Confidential Information) shall not apply to the creation of Security pursuant to paragraph (A)(i) above.

(C)

The limitations and provisions referred to in paragraph (B) above shall further not apply to any assignment or transfer of rights under the Finance Documents made by a federal reserve or central bank (including, for the avoidance of doubt, the European Central Bank) to a third party in connection with the enforcement of Security created pursuant to paragraph (A)(i) above.

(D)

The Lender may disclose such Confidential Information (i) to potential sub-participants or transferees of economic risk and/or (ii) as the Lender is required to disclose to a federal reserve or central bank (including, for the avoidance of doubt, the European Central Bank) to (or through) whom it creates Security pursuant to paragraph (A)(i) above, and any federal reserve or central bank (including, for the avoidance of doubt, the European Central Bank) may disclose such Confidential Information to a third party to whom it assigns or transfers (or may potentially assign or transfer) rights under the Finance Documents in connection with the enforcement of such Security.

20.5

Sub-participations

(A)

The Lender may enter into any sub-participation agreement in respect of any of its Commitment with any bank, financial institution, trust, fund, credit insurer (or credit re-insurer) which provides a Lender with insurance or credit protection in relation to the Facility or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets, provided Clause 20.2 (Conditions of assignment or transfer) shall apply mutatis mutandis to any sub-participation agreement where voting rights pass or may pass (other than with respect to credit derivatives in an enforcement scenario) to the sub-participant as a result of such sub-participation.

(B)

The Company may require the Lender to provide the identity of any sub-participant and, subject to any confidentiality restrictions binding on the Lender, any other information in reasonable detail regarding any sub-participant at any time upon reasonable request, provided that the Lender shall not be required to disclose the identity of a sub-participant (i) if the Lender retains exclusive control over all rights and obligations in relation to the commitments the subject of the relevant participation, including all voting rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations) or (ii) if such transaction relates to procuring insurance or credit protection of the Lender in relation to the Facility.

SECTION 11
ADMINISTRATION

21.

PAYMENT MECHANICS

21.1

Payments to the Lender

(A)

On each date on which an Obligor is required to make a payment under a Finance Document that Obligor shall make the same available to the Lender for value on the due date at the time and in such funds specified by the Lender as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(B)

Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in a Participating Member State or London) and with such bank as the Lender specifies.

21.2

Set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim unless the counterclaim is undisputed or has been confirmed in a final non-appealable judgement.

21.3

Business Days

(A)

Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(B)

During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

21.4

Currency of account

(A)

Subject to paragraphs (B) to (E) below, EUR is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(B)

A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid Sum shall be made in the currency in which that Utilisation or Unpaid Sum is denominated, pursuant to this Agreement, on its due date.

(C)

Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated, pursuant to this Agreement, when that interest accrued.

(D)

Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(E)

Any amount expressed to be payable in a currency other than EUR shall be paid in that other currency.

21.5

Change of currency

(A)

Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i)

any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Lender (after consultation with the Company); and

(ii)

any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Lender (acting reasonably).

(B)

If a change in any currency of a country occurs, this Agreement will, to the extent the Lender (acting reasonably and after consultation with the Company) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.

21.6

Disruption to payment systems etc.

If either the Lender determines (in its discretion) that a Disruption Event has occurred or the Lender is notified by the Company that a Disruption Event has occurred:

(A)

the Lender may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Lender may deem necessary in the circumstances;

(B)

the Lender shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (A) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(C)

any such changes agreed upon by the Lender and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents.

22.

SET-OFF

The Lender may set off any matured obligation due from an Obligor under the Finance Documents against any matured obligation owed by the Lender to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

23.

NOTICES

23.1

Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by post or email.

23.2

Addresses

The address (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is that identified with its name below or any substitute address, department or officer as the Party may notify to the other Parties by not less than five Business Days’ notice.

23.3

Delivery

(A)

Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective when received (or made available) in readable format, in particular if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post with postage prepaid in an envelope addressed to it at that address and, if a particular department or officer is specified as part of its address details provided under Clause 23.2 (Addresses), if addressed to that department or officer.

(B)

Any communication or document made or delivered to the Company in accordance with this Clause 23.3 is for its own account and for the account of the relevant Obligor in its capacity as Obligors’ Agent (and, in the case of an Italian Guarantor, as its agent with representative power (mandatario con rappresentanza) for the purposes of Italian law) pursuant to Clause 2.2 (Obligors’ Agent).

(C)

Any communication or document which becomes effective, in accordance with paragraphs (A) to (B) above, after 5:00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

23.4

English language

(A)

Any notice given under or in connection with any Finance Document must be in English.

(B)

All other documents provided under or in connection with any Finance Document must be:

(i)

in English; or

(ii)

if not in English, and if so required by the Lender, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

24.

CALCULATIONS AND CERTIFICATES

24.1

Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by the Lender are prima facie evidence of the matters to which they relate.

24.2

Certificates and determinations

Any certification or determination by the Lender of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

24.3

Day count convention

Any interest accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Market differs, in accordance with that market practice.

25.

PARTIAL INVALIDITY

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

26.

REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of the Lender , any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document. No election to affirm any Finance Document on the part of the Lender shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

27.

AMENDMENTS AND WAIVERS

27.1

Amendments and waivers – general

Subject to Clause 27.2 (Exception: Qualifying MYT Group Refinancing), any term of the Finance Documents may be amended or waived only with the consent of the Lender and the Company and any such amendment or waiver will be binding on all Parties.

27.2

Exception: Qualifying MYT Group Refinancing

(A)

Subject to paragraphs (B) and (C) below, upon the occurrence of a Qualifying MYT Group Refinancing for so long as such Qualifying MYT Group Refinancing continues to be in effect:

(i)

each of the general undertakings (howsoever described) contained in the MYT Credit Facility at that time shall (together with any definitions in relation thereto) be deemed automatically incorporated by reference into (and in place of the existing content of) Clause 18 (General Undertakings), mutatis mutandis, as if set forth fully herein; and

(ii)

any Financial Covenant(s) contained in the MYT Credit Facility shall (together with any definitions and testing provisions in relation thereto) be deemed automatically incorporated by reference into Clause 18 (General Undertakings), mutatis mutandis, as if set forth fully herein (in addition to those terms incorporated pursuant to sub-paragraph (i) above),

in each case, without any further action required on the part of any person, effective the date on which such Qualifying MYT Group Refinancing takes effect (with corresponding updates to cross-references in this Agreement).

(B)

The following exceptions shall apply in respect of any deemed incorporation of terms pursuant to paragraph (A) above in connection with any Qualifying MYT Group Refinancing:

(i)

the definition in this Agreement of Material Adverse Effect shall not be replaced and shall remain in effect as set out in this Agreement (and the equivalent definition contained in the MYT Credit Facility shall not be incorporated) save that references therein to the “Group” shall be deemed modified so as to refer to the “MYT Group”;

(ii)

Clause 18.9 (Anti-Corruption and Anti-Money Laundering Laws and Sanctions) shall not be replaced and shall remain in effect as set out in this Agreement (and any equivalent undertaking(s) contained in the MYT Credit Facility shall not be incorporated), save that references therein to “the Company” shall be deemed modified so as to refer to “the Ultimate Parent” and references therein to “the Group” (or “Subsidiaries”) shall be deemed modified so as to refer to “the MYT Group” (or “Subsidiaries of the Ultimate Parent”);

(iii)

the clause of the MYT Credit Facility which is incorporated into this Agreement and which is equivalent to, and therefore replaces, Clause 18.12 (Change of business) shall be deemed to refer to the business of each of the Company, the Group (taken as a whole) and the MYT Group (taken as a whole); and

(iv)

the guarantor coverage undertaking contained in the MYT Credit Facility shall not be incorporated into this Agreement;

(v)

paragraph (B) of Clause 18.13 (Guarantor coverage) shall remain in effect as set out in this Agreement (although paragraph (A) of that Clause shall be deemed deleted); and

(vi)

if a Default or Event of Default is continuing when the Qualifying MYT Group Refinancing becomes effective, the Lender (in its sole discretion) may elect by notice to the Company that the application of paragraph (A) above shall be suspended and of no effect until such Default or Event of Default ceases to be continuing.

(C)

If the Lender (acting reasonably) considers that the incorporation of any specific provision (or aspect of a provision) would be adverse to the interests of the Lender (taking into account the credit support received by the Lender in connection with such Qualifying MYT Group Refinancing, and other than solely as a result of any existing guarantee and/or Transaction Security granted in favour of the Lender being required to become second-ranking, if applicable), such provision (or aspect) shall not be deemed incorporated into this Agreement pursuant to this Clause 27.2 until such time as it is agreed in writing between the Lender and the Company that such provision (or aspect) should be incorporated (in each case, acting in good faith, and acknowledging that it is the intention of the Parties that the Agreement general undertakings should, subject to exceptional circumstances, substantively align with the relevant MYT Credit Facility general undertakings following a Qualifying MYT Group Refinancing).

(D)

Subject to paragraph (E) below, following a Qualifying MYT Group Refinancing:

(i)

the liabilities owed by any member of the Group to the Lender under the Finance Documents shall be subordinated to the liabilities owed by such member of the Group to any creditors under the MYT Credit Facility to the extent required by such creditors (the “Subordination”);

(ii)

the Lender agrees to enter into an agreement on commercially reasonable terms, to the extent required, to effect the Subordination; and

(iii)

the Transaction Security shall be modified, to the extent required, to mirror the security granted in favour of (or for the benefit of) any creditors under the MYT Credit Facility (on a second ranking basis) or, only if the Transaction Security is unable to be modified under the applicable governing law, released provided that the liabilities owed under this Agreement will be secured by the transaction security established in connection with the Qualifying MYT Group Refinancing on a junior ranking basis.

(E)

The Parties agree to cooperate in good faith to avoid (or reduce the likelihood of), to the extent reasonably practicable, the restarting of hardening periods in connection with any modifications to the Transaction Security upon a Qualifying MYT Group Refinancing.

(F)

The Obligors shall enter into any additional agreement or amendment to the Finance Documents reasonably requested by the Lender in order to evidence any of the modifications effected pursuant to this Clause 27.2.

(G)

Any term incorporated into this Agreement pursuant to this Clause 27.2 shall be deemed automatically amended herein to reflect any subsequent amendments or modifications which become effective in relation to the equivalent provision corresponding to that term under the MYT Credit Facility, provided that if an Event of Default under that term is continuing at the time that such amendment or deletion (as applicable) would otherwise become effective pursuant to this paragraph (G) (including, without limitation, as a result of a breach of any incorporated term), and such amendment or modification would make such term less restrictive or more favourable to any Obligor, such term shall not be deemed to be amended under or deleted from this Agreement until such Event of Default ceases to be continuing.

(H)

Following a Qualifying MYT Group Refinancing, the provisions of this Clause 27.2 shall apply in respect of each MYT Group Refinancing occurring thereafter (whether or not such MYT Group Refinancing is a Qualifying MYT Group Refinancing).

28.

CONFIDENTIAL INFORMATION

28.1

Confidentiality

(A)

The Lender agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 20.4 (Security over Lender’s rights) and Clause 28.2 (Disclosure of Confidential Information), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

(B)

For reasons of technical practicality, electronic communication may be sent in unencrypted form, even if the content may be subject to confidentiality.

28.2

Disclosure of Confidential Information

The Lender may disclose:

(A)

to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as the Lender shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (A) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(B)

to any person:

(i)

to (or through) whom it assigns or transfers (or may potentially assign transfer) all or any of its rights and/or obligations under one or more Finance Documents and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(ii)

with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(iii)

appointed by the Lender or by a person to whom paragraph (B)(i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf;

(iv)

who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (B)(i) or (B)(ii) above;

(v)

to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(vi)

to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(vii)

to whom or for whose benefit the Lender charges, assigns, pledges or otherwise creates Security (or may do so) pursuant to Clause 20.4 (Security over Lender’s rights);

(viii)

who is a Party; or

(ix)

with the consent of the Company;

in each case, such Confidential Information as the Lender shall consider appropriate if:

(a)

in relation to paragraphs (B)(i) to (B)(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(b)

in relation to paragraph (B)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information; or

(c)

in relation to paragraphs (B)(v), (B)(vi) and (B)(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Lender, it is not practicable so to do in the circumstances; and

(C)

to any person appointed by the Lender or by a person to whom paragraph (B)(i) or (B)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (C) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Company and the Lender; and

(D)

to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.

28.3

Entire agreement

This Clause 28, together with the Share Purchase Agreement, constitutes the entire agreement between the Parties in relation to the obligations of the Lender under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

28.4

Inside information

The Lender acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Lender undertakes not to use any Confidential Information for any unlawful purpose.

28.5

Notification of disclosure

The Lender agrees (to the extent permitted by law and regulation) to inform the Company:

(A)

of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (B)(i) of Clause 28.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(B)

upon becoming aware that Confidential Information has been disclosed in breach of this Clause 28.

28.6

Continuing obligations

The obligations in this Clause 28 are continuing and, in particular, shall survive and remain binding on the Lender for a period of 12 months from the earlier of:

(A)

the date on which all amounts payable by the Obligors under or in connection with the Finance Documents have been paid in full and the Commitment has been cancelled or otherwise ceased to be available; and

(B)

the date on which the Lender otherwise ceases to be the Lender.

SECTION 12
GOVERNING LAW AND ENFORCEMENT

29.

GOVERNING LAW

(A)

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

(B)

If a Dutch Obligor is represented by an attorney in connection with the signing and/or execution of this Agreement or any other deed, agreement or document referred to in this Agreement or made pursuant to this Agreement, it is hereby expressly acknowledged and accepted by the other Parties that the existence and extent of the attorney’s authority and the effects of the attorney’s exercise or purported exercise of their authority shall be governed by the laws of the Netherlands.

30.

ENFORCEMENT

30.1

Jurisdiction of English courts

(A)

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligations arising out of or in connection with this Agreement) (a “Dispute”).

(B)

The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(C)

Notwithstanding paragraph (A) and (B) above, the Lender may take proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender may take concurrent proceedings in any number of jurisdictions.

30.2

Service of process

(A)

Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(i)

irrevocably appoints the Company (the “Process Agent”) as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document (and the Company, by its execution of this Agreement, accepts that appointment); and

(ii)

agrees that failure by the Process Agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

(B)

If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Company (on behalf of all the Obligors) must immediately (and in any event within five Business Days of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Lender may appoint another agent for this purpose.

30.3

Negotiated agreement – Italian Transparency Provisions

For the purposes of the transparency provisions set forth in the CICR Resolution of 4 March 2003, as subsequently amended and implemented from time to time, and in the “Disposizioni sulla trasparenza delle operazioni e dei servizi bancari e finanziari. Correttezza delle relazioni tra intermediari e clienti” issued by the Bank of Italy on 29 July 2009 and as amended from time to time, lastly on 30 June 2021, and published on the Official Gazzette (Gazzetta Ufficiale) on 9 July 2021 (the “Transparency Rules”), each Party hereby acknowledges and confirms that:

(A)

it has appointed and has been assisted by its respective legal counsel in connection with the negotiation, preparation and execution of the Agreement; and

(B)

this Agreement, and all of its terms and conditions, have been specifically negotiated on an individual basis and, as a result, this Agreement falls into the category of the agreements “che costituiscono oggetto di trattativa individuale” between the Parties and are exempted from the application of Section II of the Transparency Rules.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

Schedule 1
The Original Obligors

Name of Borrower	Registration number (or equivalent, if any) Original Jurisdiction

Company	03820604, England and Wales

Name of Original Guarantor	Registration number (or equivalent, if any) Original Jurisdiction

Company	03820604, England and Wales

YNAP Corporation	161004000446, Delaware (USA)

YOOX Asia Limited	58289351, Hong Kong

YNAP Middle East Holding Limited	10575180, England and Wales

Schedule 2 Conditions Precedent to Initial Utilisation Schedule 4 Form of Utilisation Request

[***]

Schedule 3
Conditions Subsequent

[***]

Schedule 5
Form of Compliance Certificate

[***]

Schedule 6
Timetables

	Loans in euro

Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)	U-5
	10.00 a.m.

EURIBOR is fixed	Quotation Day 11:00 a.m. (Zurich time)

SIGNATURES

The Lender

RICHEMONT INTERNATIONAL HOLDING S.A.

/s/ Philip Jürgen Sasse		/s/ Paola Urquizo
Name:	Philip Jürgen Sasse	Name:	Paola Urquizo
Title:	Director	Title:	Director

Notice Details

Address: Chemin de la Chênaie 50, 1293 Bellevue; Switzerland

E-mail address: [***]

Attention: Group CFO, Chief Legal Counsel and Group Mergers & Acquisitions Director

The Company

THE NET-A-PORTER GROUP LIMITED

/s/ Alison Loehnis
Name:	Alison Loehnis
Title:	Director

Address: 1 The Village Offices, Ariel Way, London, W12 7GF

Email: [***]

Attention: Chairman of the Board of Directors, YNAP; Head of Legal, YNAP

Original Guarantor

YNAP CORPORATION

/s/ Jeffrey Trosch
Name:	Jeffrey Trosch
Title:	Director

Address: 111 West 33 Street, New York, 10120, United States

Email address: [***]

Attention: Chairman of the Board of Directors, YNAP; Head of Legal, YNAP

Original Guarantor

YOOX ASIA LIMITED

/s/ Paolo Mascio
Name:	Paolo Mascio
Title:	Director

Address: 6th Floor, Jardine House,1 Connaught Place, Central, Hong Kong

Email address: [***]

Attention: Chairman of the Board of Directors, YNAP; Head of Legal, YNAP

Original Guarantor

YNAP MIDDLE EAST HOLDING LIMITED

/s/ Paolo Mascio
Name:	Paolo Mascio
Title:	Director

Address: 1 The Village Offices, Ariel Way, London, W12 7GF, United Kingdom

Email address: [***]

Attention: Chairman of the Board of Directors, YNAP; Head of Legal, YNAP

100

EX-10.2 6 tm2512474d1_ex10-2.htm EXHIBIT 10.2

Exhibit 10.2

Dated 23 April 2025

THE NET-A-PORTER GROUP LIMITED
as Company and Borrower

and

RICHEMONT INTERNATIONAL HOLDING S.A.
as Lender

and

CERTAIN ENTITIES LISTED IN SCHEDULE 1
as Original Guarantors

GUARANTEE AND INDEMNITY AGREEMENT IN
RESPECT OF A REVOLVING FACILITY AGREEMENT

Slaughter and May
One Bunhill Row
London EC1Y 8YY
(EJZF/KXXT/MQYB)
588785064

CONTENTS

Clause

Page

1.	Definitions and Interpretation	1

2.	Guarantee and Indemnity	6

3.	[Not used]	15

4.	[Not used]	15

5.	Changes to the obligors	15

6.	Joint and several liability	16

7.	Non creation of charge	16

8.	Finance document	16

9.	[Not used]	17

10.	Execution as a Deed	17

11.	Counterparts	17

12.	Governing Law	17

13.	Jurisdiction of English courts	17

Schedule 1 The Original Obligors

Schedule 2 Form of Accession Letter

Schedule 3 Form of Resignation Letter

SIGNATURES

THIS DEED is dated 23 April 2025 and made between:

(1)

(2)

(3)

THE SUBSIDIARIES of the Parent listed in Schedule 1 (The Original Obligors) as original guarantors (the “Original Guarantors”).

WHEREAS:

(A)

The Company and the Lender are parties to the Facility Agreement.

(B)

It is a condition precedent to the provision of the Facility under the Facility Agreement by the Lender that the parties hereto enter into this Deed.

IT IS AGREED as follows:

DEFINITIONS AND INTERPRETATION

1.1

Definitions

Terms defined in the Facility Agreement shall, unless otherwise defined in this Deed, have the same meaning when used in this Deed and in addition:

“Accession Letter” means a document substantially in the form set out in Schedule 2 (Form of Accession Letter);

“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with Clause 5 (Changes to the Obligors);

“Facility Agreement” means the EUR 100,000,000 facility agreement dated on or about the date of this Deed made between, among others, the Company and the Lender;

“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 5 (Changes to the Obligors); and Unless a contrary intention appears, in this Deed the provisions of Clause 1.2 (Construction) of the Facility Agreement shall apply as if set out in full in this Deed, save that references to the Facility Agreement shall be constructed as references to this Deed and:

“Resignation Letter” means a letter substantially in the form set out in Schedule 3 (Form of Resignation Letter).

1.2

Construction

(A)

“guarantee” means (other than in Clause 2 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness.

1.3

Currency symbols and definitions

“€”, “EUR” and “euro” denote the single currency of the Participating Member States.

1.4

Personal Liability

1.5

Dutch terms

In this Deed, where it relates to the Ultimate Parent or any other Dutch entity, any reference to:

(A)

all necessary action includes without limitation any action required to comply with the Works Councils Act of the Netherlands (Wet op de ondernemingsraden);

(B)

winding-up, administration or dissolution includes a Dutch entity being declared bankrupt (failliet verklaard) or dissolved (ontbonden);

(C)

a moratorium includes surseance van betaling;

(D)

(E)

(F)

a liquidator includes a curator;

(G)

an administrative receiver includes a bewindvoerder;

(H)

a provisional liquidator includes a vereffenaar;

(I)

an arrangement or composition includes an akkoordprocedure buiten faillissement;

(J)

an attachment includes a beslag;

(K)

a subsidiary includes a dochtermaatschappij as defined in the Dutch Civil Code;

(L)

a similar official includes a restructuring expert (herstructureringsdeskundige) or observer (observator);

(M)

negligence means nalatigheid;

(N)

gross negligence means grove nalatigheid; and

(O)

wilful misconduct means bewuste roekeloosheid.

1.6

Italian Terms

In this Deed, where it relates to an Italian Guarantor or any other Italian entity, any reference to:

(A)

(B)

(C)

a “proceeding” includes:

(i)

(ii)

(iii)

(D)

(E)

(F)

(G)

(H)

a “lease” includes, without limitations, a contratto di locazione, affitto, affitto d’azienda, affitto di ramo d’azienda and a comodato;

(I)

an “attachment” includes a pignoramento;

(J)

a “limited liability company” includes società a responsabilità limitata, società per azioni and any other limited liability company under Italian law, as the context may require;

(K)

a reference to “financial assistance” means unlawful financial assistance within the meaning of articles 2358 and/or 2474 of the Italian Civil Code as applicable;

(L)

a “Subsidiary” means any società controllata also within the meaning of article 2359, paragraph 1, No. 1) and 2) of the Italian Civil Code

(M)

“gross negligence” (or similar expression) shall be construed as the Italian expression colpa grave; and

(N)

“wilful misconduct” or “wilful breach” (or similar expressions) shall be construed as the Italian expression dolo.

1.7

Third party rights

A person who is not a Party has no right under the Contracts (Rights of Third Parties Act) 1999 to enforce or enjoy the benefit of any term of this Deed.

GUARANTEE AND INDEMNITY

2.1

Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(A)

guarantees to the Lender punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents;

(B)

undertakes with the Lender that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(C)

agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2 if the amount claimed had been recoverable on the basis of a guarantee.

2.2

Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

2.3

Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by the Lender in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 2 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

2.4

Waiver of defences

The obligations of each Guarantor under this Clause 2 will not be affected by an act, omission, matter or thing which, but for this Clause 2, would reduce, release or prejudice any of its obligations under this Clause 2 (without limitation and whether or not known to it or the Lender) including:

(A)

any time, waiver or consent granted to, or composition with, any Obligor or other person;

(B)

the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the MYT Group;

(C)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(D)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(E)

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(F)

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g) any insolvency or similar proceedings.

2.5

Guarantor intent

Without prejudice to the generality of Clause 2.4 (Waiver of defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

2.6

Immediate recourse

Each Guarantor waives any right it may have of first requiring the Lender (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 2. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

2.7

Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, the Lender (or any trustee or agent on its behalf) may:

(A)

refrain from applying or enforcing any other moneys, security or rights held or received by the Lender (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(B)

hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Clause 2.

2.8

Deferral of Guarantors’ rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Lender otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 2:

(A)

to be indemnified by an Obligor;

(B)

to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents;

(C)

to exercise any right of set-off against any Obligor;

(D)

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by the Lender;

(E)

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 2.1 (Guarantee and indemnity); and/or

(F)

to claim or prove as a creditor of any Obligor in competition with the Lender.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Lender by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Lender and shall promptly pay or transfer the same to the Lender or as the Lender may direct for application in accordance with Clause 21 (Payment Mechanics) of the Facility Agreement.

2.9

Release of Guarantors’ right of contribution

If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

(A)

that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

(B)

each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

2.10

Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the Lender.

2.11

Guarantee limitations: general

This guarantee does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of:

(A)

sections 678 or 679 of the Companies Act 2006; or

(B)

or any equivalent and applicable provisions under the laws of the Original Jurisdiction of the relevant Guarantor and, with respect to any Additional Guarantor, is subject to any limitations set out in the Accession Deed applicable to such Additional Guarantor.

2.12

Guarantee limitations: Germany

(A)

In this Clause 2.12:

“German Guarantor” means a Guarantor incorporated or established in Germany in the legal form of a limited liability company (GmbH) or a limited partnership with a limited liability company as general partner (GmbH & Co. KG).

“Guarantee” means the guarantee and indemnity given pursuant to this Clause 2 (Guarantee and Indemnity).

“Net Assets” means an amount equal to the sum of the amounts of the German Guarantor’s assets (consisting of all assets which correspond to the items set forth in section 266 para 2 A, B, C, D and E of the German Commercial Code (Handelsgesetzbuch, “HGB”)) less the aggregate amount of such German Guarantor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 para 3 B, C, D and E HGB), save that:

(i)

any obligations (Verbindlichkeiten) of the German Guarantor:

(a)

owing to any member of the Group or any other affiliated company which are subordinated by law or by contract to any Financial Indebtedness outstanding under the Finance Documents (including, for the avoidance of doubt, obligations that would in an insolvency be subordinated pursuant to section 39 para 1 no 5 or section 39 para 2 of the German Insolvency Code (Insolvenzordnung)) and including obligations under guarantees for obligations which are so subordinated; or

(b)

incurred in wilful or grossly negligent violation of the provisions of the Finance Documents,

shall be disregarded; and

(ii)

the assets of the German Guarantor shall be assessed at their liquidation value (Liquidationswert) instead of their book value (Buchwert) if, at the time demand under the Guarantee is made, a negative prognosis as to whether the business can carry on as a going concern (negative Fortführungsprognose) must be made.

The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were applied by the German Guarantor in the preparation of its most recent annual balance sheet (Jahresbilanz).

“Protected Capital” means in relation to a German Guarantor the aggregate amount of:

(i)

its share capital (Stammkapital) as registered in the commercial register (Handelsregister) provided that any increase of such registered share capital registered after the date of this Deed shall not be taken into account unless such increase has been effected with the prior written consent of the Lender and fully paid in; and

(ii)

its amount of profits (Gewinne) or reserves (Rücklagen) which are not available for distribution to its shareholder(s) in accordance with section 268 para 8 HGB or section 272 para. 5 HGB, as applicable.

“Up-Stream or Cross-Stream Guarantee” means any Guarantee if and to the extent such Guarantee secures the obligations of an Obligor which is a shareholder of the German Guarantor or an affiliated company (verbundenes Unternehmen) of such shareholder within the meaning of section 16, 17 or 18 of the German Stock Corporation Act (Aktiengesetz) (other than the German Guarantor and/or any of its Subsidiaries) (a “Guaranteed Obligor”), provided that it shall not constitute an Upstream or Cross-stream Guarantee if and to the extent the Guarantee guarantees amounts outstanding under the Finance Documents in relation to any financial accommodation made available under the Finance Documents and on-lent or otherwise passed on to, or issued for the benefit of, the relevant German Guarantor or any of its subsidiaries and outstanding from time to time.

(B)

This Clause 2.12 applies if and to the extent that the Guarantee is given by a German Guarantor and is an Up-Stream or Cross-Stream Guarantee.

The Lender agrees that the enforcement of the Guarantee given by a German Guarantor shall be limited if and to the extent that:

(i)

the Guarantee constitutes an Upstream and/or Cross-Stream Guarantee; and

(ii)

payment under the Guarantee would otherwise

(a)

have the effect of reducing the German Guarantor’s Net Assets to an amount that is lower than the amount of its Protected Capital or, if the amount of the Net Assets is already lower than the amount of its Protected Capital, cause the Net Assets to be further reduced; and

(b)

thereby give rise to a violation of the capital maintenance requirement as set out in sections 30 para 1 and 31 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung); and

(iii)

the relevant German Guarantor has complied with its obligation to deliver the Management Determination and the Auditors’ Determination in accordance with the requirements set out in paragraph (C) below.

(C)

The restriction under paragraph (B) above shall only apply if and to the extent that:

(i)

within 25 Business Days after receipt by the German Guarantor of a notice from the Lender stating that it intends to demand payment under the Guarantee from the German Guarantor (the “Enforcement Notice”), the managing director(s) (Geschäftsführer) on behalf of the German Guarantor have confirmed in writing to the Lender:

(a)

the extent to which the Guarantee is an Up-Stream or Cross-Stream Guarantee; and

(b)

the amount in which such Up-Stream or Cross-Stream Guarantee cannot be enforced as of the date of receipt of the Enforcement Notice as it would otherwise cause the German Guarantor’s Net Assets to be reduced below the amount of its Protected Capital, or if the German Guarantor’s Net Assets are already below the amount of the registered share capital, cause the Net Assets to be further reduced, and such confirmation is supported by evidence by means of unaudited statements as of the end of the last completed calendar month (the “Management Determination”) and the Lender has not contested this; or

(ii)

within forty Business Days from the date on which the Lender has contested the Management Determination made in accordance with this Deed (the “Auditing Period”), the Lender receives a determination by a firm of auditors of international standing and reputation instructed by the German Guarantor and such determination states (x) the amount of the German Guarantor’s Net Assets and (y) to what extent the demanded payment under the Guarantee would result in the German Guarantor’s Net Assets being reduced below the amount of its Protected Capital, or if the German Guarantor’s Net Assets are already below the amount of the Protected Capital, causing the Net Assets to be further reduced (the “Auditors’ Determination”), provided that the Auditors’ Determination is prepared as of the date of receipt of the Enforcement Notice in accordance with the accounting principles as consistently applied and the Auditors’ Determination is up to date. The amounts determined in the Auditors’ Determination shall (except for manifest error) be binding. For the avoidance of doubt, in the case the Management Determination is contested, the Finance Parties shall not enforce the Guarantee of the German Guarantor (Versprechen, zeitweilig nicht zu vollstrecken) prior to the expiry of the Auditing Period other than in an amount which is undisputed between the German Guarantor pursuant to the Management Determination and which, according to the Management Determination, would not cause the effects set out in paragraph (B)(ii) above. The costs of the Auditors’ Determination shall be borne by the German Guarantor.

(D)

If, pursuant to the Auditors’ Determination, the amount enforceable under the Guarantee is higher than as set out in the Management Determination, the relevant German Guarantor shall pay the difference to the Finance Parties within 7 Business Days after receipt of the Auditors’ Determination.

(E)

In addition, the German Guarantor shall within 3 months after a written request (such request not to be made except in a situation where that German Guarantor does not have sufficient Net Assets to maintain its Protected Capital) of the Lender realise, to the extent legally permitted and to the extent that the relevant assets are not necessary for the German Guarantor’s business (nicht betriebsnotwendig) as conducted at that point of time, any and all of its assets that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of the assets. After the expiry of such 3 month period the German Guarantor shall, within 5 Business Days, notify the Lender of the amount of the proceeds from the sale and submit a statement with a new calculation of the amount of its Net Assets. Such calculation shall, upon the Lender’s reasonable request, be confirmed by an auditor within a period of 40 Business Days following the request (the “Auditors’ Confirmation”). The costs of the Auditor’ Confirmation shall be borne by the German Guarantor.

(F)

The restriction under paragraph (B) above shall not apply:

(i)

if the relevant German Guarantor (as dominated entity) is subject to a domination and/or profit transfer agreement (Beherrschungs- und/oder Gewinnabführungsvertrag) (a “DPTA”) with the Company, whether directly or indirectly through a chain of DPTAs between each company and its shareholder (or in case of a German Guarantor incorporated as GmbH & Co. KG between its general partner and its shareholder) other than where despite the existence of such domination and/or profit and loss transfer agreement (Beherrschungs-und/oder Gewinnabführungsvertrag) there would be a violation of sections 30 or 31 GmbHG; or

(ii)

if and to extent the relevant German Guarantor has on the date of enforcement of the Guarantee a fully recoverable indemnity or claim for refund (vollwertiger Gegenleistungs- oder Rückgewähranspruch) against its shareholder or the Guaranteed Obligor; or

(iii)

if and to the extent that they are not required by law or pursuant to jurisprudence of the German Federal Court of Justice (BGH) for the purposes of protecting the managing directors of the relevant German Guarantor from a personal liability pursuant to section 43(3) GmbHG.

(G)

The limitations on enforcement set out in paragraph (C) above do not affect the right of the Lender to claim again any outstanding amount at a later point in time if and to the extent that the Finance Documents would allow this at such later point in time (subject always to the operation of the limitations set out above at the time of such enforcement).

(H)

In the case of a GmbH & Co. KG any reference to the German Guarantor shall apply mutatis mutandis as a reference to the general partner of the GmbH & Co. KG.

2.13

Guarantee limitations: US

Any term or provision of this Clause 2 or any other term in this Deed or any Finance Document notwithstanding the maximum aggregate amount of the obligations for which any Guarantor shall be liable under the Finance Documents shall in no event exceed an amount equal to the largest amount that would not render such Guarantor’s obligations under this Deed and under the other Finance Documents subject to avoidance under US Bankruptcy Law or to being set aside, avoided or annulled under other applicable United States federal or state fraudulent conveyance laws.

2.14

Guarantee limitations: Italy

(A)

In this Clause 2.14, “Italian Guarantor” means any Guarantor incorporated or having its registered office in Italy.

(B)

The obligations of an Italian Guarantor for the obligations under the Finance Documents of any other Obligor which is not a Subsidiary of an Italian Guarantor shall in any case be limited, at any time, to an amount equal to the aggregate of:

(i)

the aggregate outstanding principal amount of any Loan at any time made available or advanced to an Italian Guarantor (or any of its direct or indirect subsidiaries pursuant to article 2359 of the Italian Civil Code) as an additional Borrower under the Facility Agreement; and

(ii)

the outstanding principal amount of any intercompany loans or capital contribution (versamento in conto capitale) or other financial support in any form, advanced to an Italian Guarantor (or any of its direct or indirect subsidiaries pursuant to article 2359 of the Italian Civil Code) by any member of the Group (directly or indirectly) by utilising funds deriving from the Facility.

(C)

If at any time an Italian Guarantor would be liable for the payment of remuneration of principal under this Deed or any other Finance Document resulting in a breach of the Italian Usury Law and any related implementing regulations, then the obligations of an Italian Guarantor in respect of the remuneration of principal shall be limited to the payment of the remuneration of principal for the maximum amount permitted under the Italian Usury Law and any related implementing regulations.

(D)

Notwithstanding any provision to the contrary under this Deed or any other Finance Document:

(i)

the obligations of an Italian Guarantor under this Clause 2 (Guarantee and Indemnity) shall at any time exclude, and not extend to, any amount made available to an Italian Guarantor or any Holding Company of an Italian Guarantor under the Facility which purpose or actual use is, in each case either directly or indirectly, the financing or re-financing of the acquisition of, or the subscription for, shares in an Italian Guarantor and/or any entity of which an Italian Guarantor is a direct or indirect Subsidiary and any obligation owed by any Obligor in relation to the Facility (including, without limitation, and/or the obligation to pay interest, fees or other remuneration or indemnities in connection therewith); and

(ii)

an Italian Guarantor shall not be liable as a Guarantor in relation to the obligations of any other Obligor which is not a Subsidiary of an Italian Guarantor, in respect of any amounts owed under the Facility and any Finance Document in excess of an amount equal to the amount that an Italian Guarantor is entitled to set-off against its claims of recourse or subrogation (regresso or surrogazione) arising as a result of any payment made by an Italian Guarantor under the guarantee given pursuant to this Clause 2.14 (the “Set-Off Right”), it being agreed that any provision establishing a deferral of Guarantors’ rights in any Finance Documents, including in this Deed, shall not prejudice, and will not apply to, the Set-Off Right.

(E)

In any event, pursuant to article 1938 of the Italian Civil Code the maximum amount that an Italian Guarantor may be required to pay in respect of its obligations as Guarantor shall be limited to an amount equal to 180 per cent. of the amounts from time to time outstanding under this Deed or any other Finance Document.

(F)

Notwithstanding any provision to the contrary herein and/or in any Finance Documents, in order to comply with the mandatory provisions of Italian law in relation to capitalization of interests (including article 1283 of the Italian Civil Code), the obligations of any Italian Guarantor under this Clause 2 (Guarantee and Indemnity) shall not include and shall not extend to any interest on overdue amounts compounded in violation of any Italian applicable law and/or regulation.

[NOT USED]

CHANGES TO THE OBLIGORS

5.1

Assignment and transfers by Obligor

No Obligor may assign or transfer any of its rights or obligations under the Finance Documents other than (with the exception of the Borrower) pursuant to a Permitted Reorganisation.

5.2

Additional Guarantors

The Company may request that any of its Subsidiaries (other than any Subsidiary incorporated in an Excluded Jurisdiction) become an Additional Guarantor. That Subsidiary shall become an Additional Guarantor if the Company delivers to the Lender a duly completed and executed Accession Letter.

5.3

Resignation of a Guarantor

(A)

The Company may request that a Guarantor (other than, in each case to the extent such entity is at that time a Guarantor, the Company, Mytheresa Group GmbH, the Parent and/or the Ultimate Parent) which is not (prior to the occurrence of a Qualifying MYT Group Refinancing) a Group Material Subsidiary or (on and following the occurrence of a Qualifying MYT Group Refinancing) a Material Subsidiary ceases to be a Guarantor by delivering to the Lender a Resignation Letter.

(B)

The Lender shall accept a Resignation Letter and notify the Company of its acceptance if:

(i)

the Company has confirmed that no Default is continuing or would result from the acceptance of the Resignation Letter;

(ii)

no payment is due from that Guarantor under Clause 2 (Guarantee and Indemnity); and

(iii)

if such Guarantor is a guarantor or is otherwise liable for or in respect of the MYT Credit Facility, such Guarantor has been released and discharged (or will be released and discharged simultaneously with the release of such Guarantor under this Deed) under the MYT Credit Facility.

5.4

Repetition of Representations

Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the representations and warranties referred to in paragraph (C) of Clause 16.18 (Times when representations made) of the Facility Agreement are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

5.5

Release of Security

If a Guarantor is or is proposed to be the subject of a Permitted Reorganisation:

(A)

where that Guarantor created Transaction Security over any of its assets or business, or Transaction Security was created over the shares (or equivalent) of that Guarantor, the Lender may, at the request and cost of the Guarantor, release those assets, business or shares (or equivalent) from the Transaction Security and from all claims created under the Transaction Security Documents;

(B)

the release of Transaction Security and claims referred to in paragraph (A) of this Clause 5.5 shall not become effective until the date of that Permitted Reorganisation; and

(C)

if the Permitted Reorganisation of that Obligor does not take place, the release of Transaction Security and claims referred to in paragraph (A) of this Clause 5.5 shall have no effect.

JOINT AND SEVERAL LIABILITY

The obligations and liabilities of the Guarantors under this Deed shall be joint and several.

NON CREATION OF CHARGE

No provision of this Deed is intended to create or shall create a charge or other security.

FINANCE DOCUMENT

This Deed shall be designated a Finance Document for the purposes of the Facility Agreement.

[NOT USED]

10.

EXECUTION AS A DEED

10.1

Each of the parties intends this Deed to be a deed and confirms that it is executed and delivered as a deed, notwithstanding the fact that any one or more of the parties may only execute it under hand.

10.2

[Not used]

11.

COUNTERPARTS

This Deed may be executed in any number of counterparts, and by the parties to this Deed on separate counterparts, but will not be effective until each such party has executed at least one counterpart. Each counterpart shall constitute an original of this Deed, but all the counterparts will together constitute one and the same instrument.

12.

GOVERNING LAW

(A)

This Deed and any non-contractual obligations arising out of or in connection with it are governed by English law.

(B)

If a Dutch Obligor is represented by an attorney in connection with the signing and/or execution of this Deed or any other deed, agreement or document referred to in this Deed or made pursuant to this Deed, it is hereby expressly acknowledged and accepted by the other Parties that the existence and extent of the attorney’s authority and the effects of the attorney’s exercise or purported exercise of their authority shall be governed by the laws of the Netherlands.

(C)

[Not used]

13.

JURISDICTION OF ENGLISH COURTS

(A)

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute relating to the existence, validity or termination of this Deed or any non-contractual obligations arising out of or in connection with this Deed) (a “Dispute”).

(B)

The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(C)

13.2

Negotiated agreement – Italian Transparency Provisions

(A)

it has appointed and has been assisted by its respective legal counsel in connection with the negotiation, preparation and execution of the Deed; and

(B)

this Deed, and all of its terms and conditions, have been specifically negotiated on an individual basis and, as a result, this Deed falls into the category of the agreements “che costituiscono oggetto di trattativa individuale” between the parties and are exempted from the application of Section II of the Transparency Rules.

IN WITNESS of which this document has been executed as a deed and is delivered on the date stated at the beginning of this Deed.

Schedule 1
The Original Obligors

Name of Borrower	Registration number (or equivalent, if any) Original Jurisdiction

Company	03820604, England and Wales

Name of Original Guarantor	Registration number (or equivalent, if any) Original Jurisdiction

Company	03820604, England and Wales

YNAP Corporation	161004000446, Delaware (USA)

YOOX Asia Limited	58289351, Hong Kong

YNAP Middle East Holding Limited	10575180, England and Wales

Schedule 2
Form of Accession Letter

[***]

Schedule 3
Form of Resignation Letter

[***]

SIGNATURES

The Lender

RICHEMONT INTERNATIONAL HOLDING S.A.

Executed as a DEED by Richemont International Holding S.A. acting by Philip Jürgen Sasse and Paola Urquizo who, in accordance with the laws of the territory in which Richemont International Holding S.A. is incorporated, are acting under the authority of Richemont International Holding S.A.

)
)
)
)
)
)
)
)
)

/s/ Philip Sasse

(Authorised Signatory)

/s/ Paolo Urquizo

(Authorised Signatory)

Address: Chemin de la Chênaie 50, 1293 Bellevue; Switzerland

E-mail address: [***]

Attention: Group CFO, Chief Legal Counsel and Group Mergers & Acquisitions Director

[Signature page – Guarantee Agreement]

The Company

THE NET-A-PORTER GROUP LIMITED

Executed as a DEED by The Net-a-Porter Group Limited acting by a director in the presence of:

)
)
)
)
)

/s/ Alison Loehnis

Alison Loehnis
Director

Witness’s signature:	/s/ Claire Chappell

Name (print):	Claire Chappell

Occupation:	Executive Assistant

Address:	1 The Village Offices Ariel Way, W12 7GF

Address: 1 The Village Offices, Ariel Way, London, England, W12 7GF

Email address: [***]

Attention: Chairman of the Board of Directors, YNAP; Head of Legal, YNAP

[Signature page – Guarantee Agreement]

Original Guarantor

YNAP CORPORATION

Executed as a DEED by YNAP Corporation acting by Jeffrey Trosch who, in accordance with the laws of the territory in which YNAP Corporation is incorporated, is acting under the authority of YNAP Corporation)

)
)
)
)
)

/s/ Jeffrey Trosch

(Authorised Signatory)

Address: 111 West 33 Street, New York, 10120, United States

Email address: [***]

Attention: Chairman of the Board of Directors, YNAP; Head of Legal, YNAP

[Signature page – Guarantee Agreement]

Original Guarantor

EXECUTED as a DEED
by YOOX ASIA LIMITED

/s/ Paolo Mascio		Paolo Mascio, Director

/s/ Ng Ka Hin		Ng Ka Hin, Director

Address: 6th Floor, Jardine House,1 Connaught Place, Central, Hong Kong

Email address: [***]

Attention: Chairman of the Board of Directors, YNAP; Head of Legal, YNAP

[Signature page – Guarantee Agreement]

Original Guarantor

YNAP MIDDLE EAST HOLDING LIMITED

Executed as a DEED by YNAP Middle East Holding Limited acting by a director in the presence of:

)
)
)
)
)

/s/ Paolo Mascio

Paolo Mascio
Director

Witness’s signature:	/s/ Daniela Romani

Name (print):	Daniela Romani

Occupation:	disoccupata

Address:	via San Senatore 14 Milano

Address: 1 The Village Offices, Ariel Way, London, W12 7GF, United Kingdom

Email address: [***]

Attention: Chairman of the Board of Directors, YNAP; Head of Legal, YNAP

[Signature page – Guarantee Agreement]

EX-10.3 7 tm2512474d1_ex10-3.htm EXHIBIT 10.3

Exhibit 10.3

Dated 23 April 2025

THE NET-A-PORTER GROUP LIMITED
as Company and Original Guarantor

and

RICHEMONT INTERNATIONAL HOLDING S.A.
as Lender

and

YOOX NET-A-PORTER GROUP S.P.A.
as Parent and Original Guarantor

___________________________________

GUARANTEE AND INDEMNITY AGREEMENT IN
RESPECT OF A REVOLVING FACILITY AGREEMENT
___________________________________

Slaughter and May
One Bunhill Row
London EC1Y 8YY
(EJZF/KXXT/MQYB)
588785064

CONTENTS

Clause		Page

1.	Definitions and Interpretation	1

2.	Guarantee and Indemnity	5

3.	General Undertakings	10

4.	Parent’s Agent	11

5.	Changes to the Obligors	12

6.	Joint and Several Liability	13

7.	Non Creation of Charge	13

8.	Finance Document	13

9.	Parent as Original Guarantor	13

10.	Execution	13

11.	[Not used]	13

12.	Governing Law	13

13.	Jurisdiction of English courts	14

Schedule 1 The Original Obligors		15

Schedule 2 Form of Accession Letter		16

Schedule 3 Form of Resignation Letter		17

THIS AGREEMENT is dated 23 April 2025 and made between:

(1)

(2)

(3)

YOOX NET-A-PORTER GROUP S.P.A., a joint stock company (società per azioni) incorporated under the laws of Italy having its registered office at Via Morimondo 17, Milan, 20143, Italy, fiscal code, VAT no. and registration with the Companies’ Register of Milano, Monza-Brianza, Lodi no. 02050461207, subject to direction and coordination (direzione e coordinamento) by (on and from the date of Completion) MyTheresa Netherlands Parent B.V., as parent and original guarantor (the “Parent” and “Original Guarantor”).

WHEREAS:

(A)

The Company and the Lender are parties to the Facility Agreement.

(B)

It is a condition precedent to the provision of the Facility under the Facility Agreement by the Lender that the parties hereto enter into this Agreement.

(C)

The Parent agrees and acknowledges that it is entering into this Agreement in consideration for the Lender providing the Facility under the Facility Agreement to the Group.

IT IS AGREED as follows:

DEFINITIONS AND INTERPRETATION

1.1

Definitions

Terms defined in the Facility Agreement shall, unless otherwise defined in this Agreement, have the same meaning when used in this Agreement and in addition:

“Accession Letter” means a document substantially in the form set out in Schedule 2 (Form of Accession Letter);

“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with Clause 5 (Changes to the Obligors);

“Facility Agreement” means the EUR 100,000,000 facility agreement dated on or about the date of this Agreement made between, among others, the Company and the Lender; “Guarantor” means the Parent and/or any Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 5 (Changes to the Obligors); and

“Resignation Letter” means a letter substantially in the form set out in Schedule 3 (Form of Resignation Letter).

1.2

Construction

Unless a contrary intention appears, in this Agreement the provisions of Clause 1.2 (Construction) of the Facility Agreement shall apply as if set out in full in this Agreement, save that references to the Facility Agreement shall be constructed as references to this Agreement and:

(A)

(B)

(C)

(D)

a “proceeding” includes:

(i)

(ii)

(iii)

(E)

(F)

(G)

(H)

(I)

a “lease” includes, without limitations, a contratto di locazione, affitto, affitto d’azienda, affitto di ramo d’azienda and a comodato;

(J)

an “attachment” includes a pignoramento;

(K)

a “limited liability company” includes società a responsabilità limitata, società per azioni and any other limited liability company under Italian law, as the context may require;

(L)

a reference to “financial assistance” means unlawful financial assistance within the meaning of articles 2358 and/or 2474 of the Italian Civil Code as applicable;

(M)

a “Subsidiary” means any società controllata also within the meaning of article 2359, paragraph 1, No. 1) and 2) of the Italian Civil Code

(N)

“gross negligence” (or similar expression) shall be construed as the Italian expression colpa grave; and

(O)

“wilful misconduct” or “wilful breach” (or similar expressions) shall be construed as the Italian expression dolo.

1.3

Currency symbols and definitions

“€”, “EUR” and “euro” denote the single currency of the Participating Member States.

1.4

Personal Liability

1.5

[Not used]

1.6

[Not used]

1.7

Third party rights

A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.

GUARANTEE AND INDEMNITY

2.1

Guarantee and indemnity

The Guarantor irrevocably and unconditionally:

(A)

guarantees to the Lender punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents;

(B)

undertakes with the Lender that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(C)

2.2

Continuing guarantee

2.3

Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by the Lender in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this Clause 2 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

2.4

Waiver of defences

The obligations of the Guarantor under this Clause 2 will not be affected by an act, omission, matter or thing which, but for this Clause 2, would reduce, release or prejudice any of its obligations under this Clause 2 (without limitation and whether or not known to it or the Lender) including:

(A)

any time, waiver or consent granted to, or composition with, any Obligor or other person;

(B)

the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the MYT Group;

(C)

(D)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(E)

(F)

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g)

any insolvency or similar proceedings.

2.5

Guarantor intent

Without prejudice to the generality of Clause 2.4 (Waiver of defences), the Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

2.6

Immediate recourse

The Guarantor waives any right it may have of first requiring the Lender (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this Clause 2. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

2.7

Appropriations

(A)

(B)

hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Clause 2.

2.8

Deferral of Guarantors’ rights

(A)

to be indemnified by an Obligor;

(B)

to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents;

(C)

to exercise any right of set-off against any Obligor;

(D)

(E)

(F)

to claim or prove as a creditor of any Obligor in competition with the Lender.

If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Lender by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Lender and shall promptly pay or transfer the same to the Lender or as the Lender may direct for application in accordance with Clause 21 (Payment Mechanics) of the Facility Agreement.

2.9

Release of Guarantors’ right of contribution

If the Guarantor (for the purpose of this clause, the “Retiring Guarantor”) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

(A)

(B)

2.10

Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the Lender.

2.11

Guarantee limitations: general

This guarantee does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of:

(A)

sections 678 or 679 of the Companies Act 2006; or

(B)

2.12

[Not used]

2.13

[Not used]

2.14

Guarantee limitations

(A)

In this Clause 2.14, “Italian Guarantor” means the Guarantor and any Additional Guarantor incorporated or having its registered office in Italy.

(B)

(i)

(ii)

(C)

If at any time an Italian Guarantor would be liable for the payment of remuneration of principal under this Agreement or any other Finance Document resulting in a breach of the Italian Usury Law and any related implementing regulations, then the obligations of an Italian Guarantor in respect of the remuneration of principal shall be limited to the payment of the remuneration of principal for the maximum amount permitted under the Italian Usury Law and any related implementing regulations.

(D)

Notwithstanding any provision to the contrary under this Agreement or any other Finance Document:

(i)

(ii)

an Italian Guarantor shall not be liable as a Guarantor in relation to the obligations of any other Obligor which is not a Subsidiary of an Italian Guarantor, in respect of any amounts owed under the Facility and any Finance Document in excess of an amount equal to the amount that an Italian Guarantor is entitled to set-off against its claims of recourse or subrogation (regresso or surrogazione) arising as a result of any payment made by an Italian Guarantor under the guarantee given pursuant to this Clause 2.14 (the “Set-Off Right”), it being agreed that any provision establishing a deferral of Guarantors’ rights in any Finance Documents, including in this Agreement, shall not prejudice, and will not apply to, the Set-Off Right.

(E)

(F)

Notwithstanding any provision to the contrary herein and/or in any Finance Documents, in order to comply with the mandatory provisions of Italian law in relation to capitalization of interests (including article 1283 of the Italian Civil Code), the obligations of any Italian Guarantor under this Clause 4 (Guarantee and Indemnity) shall not include and shall not extend to any interest on overdue amounts compounded in violation of any Italian applicable law and/or regulation.

GENERAL UNDERTAKINGS

(A)

The Parent hereby undertakes to comply and to procure that each member of the Group complies with the following provisions of the Facility Agreement:

(i)

Clause 18.2 (Compliance with laws);

(ii)

Clause 18.3 (Financial Indebtedness);

(iii)

Clause 18.4 (Negative Pledge);

(iv)

Clause 18.5 (Disposals);

(v)

Clause 18.6 (Merger);

(vi)

Clause 18.8 (Acquisitions);

(vii)

Clause 18.11 (Guarantees);

(viii)

Clause 18.14 (Separateness);

(ix)

Clause 18.15 (Arm’s length basis); and

(x)

Clause 18.17 (People with Significant Control regime).

(B)

The Parent hereby undertakes to comply and to procure that the Company, each Group Material Subsidiary, the Ultimate Parent and/or each Subsidiary of the Ultimate Parent (as applicable), comply with the following provisions of the Facility Agreement, as indicated therein:

(i)

Clause 5.6 (Clean Down);

(ii)

Clause 18.13 (Guarantor Coverage);

(iii)

Clause 18.16 (Dividends and share redemption); and

(iv)

Clause 18.19 (Conditions Subsequent).

PARENT’S AGENT

(A)

The Parent by its execution of this Agreement irrevocably appoints the Company (acting through one or more authorised signatories) to act on its behalf as its agent with representative power (mandatario con rappresentanza) and irrevocably authorises:

(i)

the Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender and to give all notices and instructions, to make the Repeated Representations on its behalf, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by the Parent, notwithstanding that they may affect the Parent, without further reference to or the consent of the Parent, and with specific power and authorisation to execute any contract with itself (contratto con se stesso) for the purposes of article 1395 of the Italian Civil Code and notwithstanding any possible conflict of interest in accordance with article 1394 of the Italian Civil Code; and

(ii)

the Lender to give any notice, demand or other communication to Parent pursuant to the Finance Documents to the Company,

and in each case the Parent shall be bound as though the Parent itself had given the notices and instructions (including, without limitation, any Utilisation Requests), made the Repeated Representations, or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(B)

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of the Parent or in connection with any Finance Document (whether or not known to the Parent and whether occurring before or after the Parent became an Obligor under any Finance Document) shall be binding for all purposes on the Parent as if the Parent itself had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and the Parent, those of the Obligors’ Agent shall prevail.

CHANGES TO THE OBLIGORS

5.1

Assignment and transfers by Obligor

No Obligor may (and the Parent shall ensure that no member of the Group shall) assign or transfer any of its rights or obligations under the Finance Documents other than (with the exception of the Company) pursuant to a Permitted Reorganisation.

5.2

Additional Guarantors

5.3

Resignation of a Guarantor

(A)

(B)

The Lender shall accept a Resignation Letter and notify the Company of its acceptance if:

(i)

the Company has confirmed that no Default is continuing or would result from the acceptance of the Resignation Letter;

(ii)

no payment is due from the Guarantor under Clause 2 (Guarantee and Indemnity); and

(iii)

if the Guarantor is a guarantor or is otherwise liable for or in respect of the MYT Credit Facility, the Guarantor has been released and discharged (or will be released and discharged simultaneously with the release of such Guarantor under this Agreement) under the MYT Credit Facility.

5.4

Repetition of Representations

5.5

Release of Security

If a Guarantor is or is proposed to be the subject of a Permitted Reorganisation:

(A)

where the Guarantor created Transaction Security over any of its assets or business, or Transaction Security was created over its shares (or equivalent), the Lender may, at the request and cost of the Parent, release those assets, business or shares (or equivalent) from the Transaction Security and from all claims created under the Transaction Security Documents;

(B)

the release of Transaction Security and claims referred to in paragraph (A) of this Clause 5.5 shall not become effective until the date of that Permitted Reorganisation; and

(C)

if the Permitted Reorganisation of that Obligor does not take place, the release of Transaction Security and claims referred to in paragraph (A) of this Clause 5.5 shall have no effect.

JOINT AND SEVERAL LIABILITY

The obligations and liabilities of the Guarantor under this Agreement shall be joint and several.

NON CREATION OF CHARGE

No provision of this Agreement is intended to create or shall create a charge or other security.

FINANCE DOCUMENT

This Agreement shall be designated a Finance Document for the purposes of the Facility Agreement.

PARENT AS ORIGINAL GUARANTOR

The Parent shall be designated as an “Original Guarantor” for the purposes of the Facility Agreement and this Agreement.

10.

EXECUTION

10.1

[Not used]

10.2

This Agreement is executed by way of exchange of correspondence (scambio di corrispondenza commerciale) and, therefore, it is not subject to registration unless a case of use (caso d’uso) or reference (enunciazione).

11.

[NOT USED]

12.

GOVERNING LAW

(A)

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by Italian law.

(B)

[Not used]

(C)

[Not used]

13.

JURISDICTION OF ENGLISH COURTS

(A)

(B)

The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(C)

13.2

Negotiated agreement – Italian Transparency Provisions

(A)

it has appointed and has been assisted by its respective legal counsel in connection with the negotiation, preparation and execution of the Agreement; and

(B)

this Agreement, and all of its terms and conditions, have been specifically negotiated on an individual basis and, as a result, this Agreement falls into the category of the agreements “che costituiscono oggetto di trattativa individuale” between the parties and are exempted from the application of Section II of the Transparency Rules.

Schedule 1
The Original Obligors

Name of Borrower	Registration number (or equivalent, if any) Original Jurisdiction

Company	03820604, England and Wales

Name of Original Guarantor	Registration number (or equivalent, if any) Original Jurisdiction

Parent	02050461207, Italy

Company	03820604, England and Wales

Schedule 2
Form of Accession Letter

[***]

Schedule 3
Form of Resignation Letter

[***]

***

If you agree that the foregoing, please reproduce the contents of our Proposal in a separate letter and return to us such copy signed by your authorized representatives as evidence of your acceptance.

Very truly yours,

/s/ Philip Jürgen Sasse

for and on behalf of

RICHEMONT INTERNATIONAL HOLDING S.A.

as Lender

Name: Philip Jurgen Sasse

Title: Director

[Project Ribbon — Signature page to Guarantee Agreement]

/s/ Paola Urquizo

for and on behalf of

RICHEMONT INTERNATIONAL HOLDING S.A.

as Lender

Name: Paola Urquizo

Title: Director

[Project Ribbon — Signature page to Guarantee Agreement]

* * *

In sign of full and irrevocable acceptance.

Very truly yours,

/s/ Alison Loehnis

for and on behalf of

THE NET-A-PORTER GROUP LIMITED

as Company and Borrower

Name: Alison Loehnis

Title: Director

[Project Ribbon — Signature page to Guarantee Agreement]

* * *

In sign of full and irrevocable acceptance.

Very truly yours,

/s/ Alison Loehnis

for and on behalf of

YOOX NET-A-PORTER GROUP S.P.A.

as Original Guarantor

Name: Alison Loehnis

Title: Director

[Project Ribbon — Signature page to Guarantee Agreement]

EX-10.4 8 tm2512474d1_ex10-4.htm EXHIBIT 10.4

Exhibit 10.4

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY “[***]”.

Execution Copy

RELATIONSHIP AGREEMENT

dated

23rd DAY OF APRIL 2025

MYT NETHERLANDS PARENT B.V.

Company

and

RICHEMONT ITALIA HOLDING S.P.A.

Richemont

Baker & McKenzie Amsterdam N.V.

Attorneys at law, Tax advisors and Civil-law notaries

Claude Debussylaan 54
1082 MD Amsterdam
The Netherlands

www.bakermckenzie.nl

Contents

1.	Definitions and interpretation	3

2.	Rules of procedure	5

3.	Supervisory Board	5

4.	Richemont Supervisory Board observer	7

5.	Affirmative Vote Matter	8

6.	Orderly market arrangements	8

7.	Information	8

8.	Confidentiality	9

9.	Related party transactions	10

10.	Restrictions	10

11.	Term and termination	10

12.	Notices and delivery	10

13.	Miscellaneous	11

14.	Governing law and dispute resolution	12

Schedule 1	14

Definitions and interpretations	14

Schedule 2	16

Rules of Procedure of the Management Board	16

Schedule 3	17

Rules of Procedure of the Supervisory Board	17

Relationship Agreement

This Agreement is dated on the 23rd day of April 2025

Between

MYT Netherlands Parent B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, with registered number 74988441, having its registered office at Einsteinring 9, 85609 Aschheim, the Netherlands (the "Company"); and

Richemont Italia Holding S.p.A., a company incorporated in Italy with registered number 08158020969 and whose registered office is at Via Benigno Crespi 26, Milan, Italy ("Richemont"),

the Company and Richemont hereinafter also collectively referred to as the "Parties" and each individually also as a "Party".

Recitals

The Company has acquired 100% of the shares in Yoox Net-A-Porter Group S.p.A. ("YNAP") under the terms and conditions set out in the share purchase agreement between the Company and Richemont dated on the 7th day of October 2024 ("SPA") ("Transaction"). As total consideration for the YNAP shares, the Company shall issue ordinary shares in its share capital to Richemont ("Ordinary Shares", which definition includes American Depositary Shares (ADSs) in respect of Ordinary Shares).

Richemont recognises the importance of a strategy focused on sustainable long-term value creation of the company and its affiliated enterprise and is willing to play its role as significant minority shareholder of the Company in the checks and balances in the company.

The Parties agree that this relationship agreement ("Agreement") will be announced on the date of this Agreement and a copy thereof will be filed with the U.S. Securities and Exchange Commission ("SEC").

The Parties wish to enter into this Agreement to agree on certain arrangements relating to the governance of the Company and to manage the relationship between the Company and Richemont as a minority shareholder of the Company, all in accordance with the laws and regulations applicable to Richemont and the Company with a class of securities registered under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and listed on the New York Stock Exchange.

IT IS AGREED as follows:

Definitions and interpretation

1.1

Capitalised terms shall, unless the context otherwise requires, have the meaning ascribed thereto in Schedule 1 (Definitions and interpretations).

1.2

In this Agreement, unless a different intention clearly appears, a reference to a Clause or Schedule is a reference to a clause or schedule of this Agreement. The schedules form part of this Agreement.

1.3

The headings in this Agreement do not affect its interpretation.

1.4

For the purposes of this Agreement, a company is a subsidiary of another company, its holding company, if that other company:

(a)

holds a majority of the voting rights in it;

(b)

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

(c)

has the right to exercise, or actually exercises, dominant influence or control over it:

(i)

by virtue of provision contained in its articles of association;

(ii)

by virtue of a control contract; or

(d)

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

(e)

is managed on a unified basis with it; or

(f)

if it is a subsidiary of a company that is itself a subsidiary of that other company,

and the terms "subsidiaries" and "holding companies" are to be construed accordingly.

Each of the situations described above is defined as "Control". A company is the "ultimate holding company" of a group of companies if it is the holding company of any company in that group of companies and is itself not a subsidiary of any company.

1.5

Meaning of references

Unless specifically required or indicated otherwise:

(a)

words in one gender include any other gender, words importing individuals import companies and vice versa, words in the singular shall be treated as including the plural and vice versa, and words importing the whole include a reference to any part of them;

(b)

references to a person shall include any individual, firm, company, unincorporated association, trust, government, state or agency of state, association, joint venture or partnership, in each case whether or not having a separate legal personality;

(c)

references to a company shall include any company, corporation or other body corporate wherever and however incorporated or established;

(d)

references to the word "include" or "including" (or any similar term) are not to be construed as implying any limitation and general words introduced by the word "other" (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;

(e)

references to any Dutch statutory provision or legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or other legal concept, state of affairs or thing shall for any jurisdiction other than the Netherlands be deemed to include that which most nearly approximates in that jurisdiction to the Dutch statutory provision or legal term or other legal concept, state of affairs or thing;

(f)

references to "writing" or "written" include any method of reproducing words or text in a legible and non-transitory form and, for the avoidance of doubt, shall include text transmitted by e-mail;

(g)

references to any document (including this agreement) are references to that document as amended, consolidated, supplemented, novated or replaced from time to time; and

(h)

references to times of the day are to that time in the Netherlands and references to a day are to a period of 24 hours running from midnight to midnight.

Rules of procedure

2.1

The Rules of Procedure of the Management Board on the Completion Date are in accordance with Schedule 2 (Rules of Procedure of the Management Board).

2.2

The Rules of Procedure of the supervisory board of the Company ("Supervisory Board") on the Completion Date are in accordance with Schedule 3 (Rules of Procedure of the Supervisory Board).

2.3

In the case of conflict between any of the Rules of Procedure of the Management Board or of the Supervisory Board and this Agreement, this Agreement shall prevail.

Supervisory Board

Composition of the Supervisory Board

3.1

The Articles of Association provide that the Supervisory Board shall consist of at least three (3) members. The members of the Supervisory Board (the "Supervisory Board Members") shall be appointed, suspended and dismissed in accordance with the procedures set out in (i) the Articles of Association, (ii) the Rules of Procedure of the Supervisory Board; (iii) this Agreement; and (iv) applicable laws and regulations.

Nomination of the Richemont Nominee

3.2

Notwithstanding Clause 3.1 (Composition of the Supervisory Board) and subject to Clause 3.7, Richemont shall have the right (but not the obligation) to nominate one (1) individual to serve as Supervisory Board Member (the "Richemont Nominee") for appointment by the general meeting of shareholders of the Company ("General Meeting of Shareholders"). Prior to the entry into this Agreement, Richemont has nominated Burkhart Grund to serve as the Richemont Nominee, which nomination either was approved by the General Meeting of Shareholders and became effective upon Completion.

3.3

For the purpose of Clause 3.2, Richemont shall only nominate the Richemont Nominee after consultation with the Nominations, Governance and Sustainability Committee and shall only nominate an individual who: (i) has knowledge and experience encompassing one or more of the aspects included in the profile of the Supervisory Board (irrespective of whether Supervisory Directors with certain knowledge or experience would be underrepresented or overrepresented following the appointment of such Richemont Nominee), (ii) does not hold a board, officer or management position in any entity that undertakes activities that materially compete with the Company's business, (iii) is not subject to any criminal, administrative or similar investigation by any authority or proceedings, and (iv) is eligible for appointment to the Supervisory Board under Dutch law and the NYSE listing rules.

3.4

If Richemont exercises its right under Clause 3.2 to nominate a Richemont Nominee, the Company shall use its reasonable efforts to cause the Supervisory Board to nominate the Richemont Nominee in accordance with the Articles of Association for appointment as Supervisory Board Member at the next Annual General Meeting of Shareholders after receiving Richemont's proposal or, if requested by Richemont, call an Extraordinary General Meeting of Shareholders for the purpose of appointing the Richemont Nominee as a Supervisory Board Member within ninety (90) days of the date of Richemont exercising its right under Clause 3.2.

3.5

Subject to compliance with applicable rules and regulations in relation to such nomination, if the General Meeting of Shareholders referred to in Clause 3.4 above fails to appoint the Richemont Nominee, or the Richemont Nominee must be replaced, or its position is vacant for any reason, Richemont may nominate a new Richemont Nominee in accordance with Clause 3.3. The Company shall use reasonable efforts to cause the Supervisory Board to nominate such Richemont Nominee for appointment in accordance with Clause 3.4.

3.6

The Company hereby undertakes that it shall use its best efforts to:

(a)

enforce the obligations of MYT Holding LLC pursuant to the voting agreement between the Company and MYT Holding LLC dated 7 October 2024 (the "Voting Agreement"); and

(b)

not amend, vary, rescind or terminate the Voting Agreement without the prior written consent of Richemont.

Expiry of nomination right

3.7

Richemont shall no longer have the right to nominate a Richemont Nominee pursuant to Clause 3.2 or a Richemont Observer pursuant to Clause 4.1, from and after the date that Richemont, together with its Affiliates, ceases to own at least 10% of the Ordinary Shares as a direct result of a Disposal by Richemont or its Affiliates that takes its ownership below such threshold or from and after the date that Richemont, together with its Affiliates, ceases to own at least 5% of the Ordinary Shares for any reason.

3.8

Richemont shall inform the Supervisory Board in writing within three (3) Business Days of the date that it, together with its Affiliates, ceases to own at least 10% of the Ordinary Shares as a direct result of a Disposal that takes its ownership below such threshold.

3.9

Richemont shall procure that the Richemont Nominee and the Richemont Observer, appointed pursuant to Richemont's expired nomination right, offer their resignation effective upon the earlier of:

(a)

the next General Meeting of Shareholders; and

(b)

the date as determined by the chair of the Supervisory Board.

3.10

The Company agrees that, other than as permitted by this Agreement, it will cause the Management Board and the Supervisory Board not to exercise any right to suspend or dismiss any Richemont Nominee, make any proposal to the General Meeting to that effect, or serve any notice on the Richemont Nominee requiring his or her resignation, without the prior written consent of Richemont, except in the case that the Supervisory Board finds that the Richemont Nominee has engaged in fraud or gross misconduct in the performance of his or her duties as a Supervisory Board Member. The Company also agrees that it shall cause the Management Board and the Supervisory Board not to adopt nor to propose any resolution to its General Meeting of Shareholders regarding the suspension or dismissal of a Richemont Nominee or any other resolution which would, if passed, remove, restrict or reduce the rights of Richemont pursuant to this Agreement, except in the case that the Supervisory Board finds that the Richemont Nominee has engaged in fraud or gross misconduct in the performance of his or her duties as a Supervisory Board Member. The Company agrees that if a Richemont Nominee is dismissed due to fraud or gross misconduct pursuant to this Clause 3.10, Richemont has the right to nominate a replacement in accordance with Clause 3.2 and Clause 3.3.

Conflict of interest

3.11

Richemont acknowledges that the Richemont Nominee shall, in fulfilling its role as Supervisory Board Member, solely be guided by the best interests of the Company and its business, taking into account the interests of all the Company's shareholders and other stakeholders, as also set out in the Dutch Corporate Governance Code and the NYSE listing rules.

3.12

Richemont acknowledges that the Richemont Nominee may be required to abstain from participating in the deliberation and decision-making on any matter presented to the Supervisory Board in which it has a conflict of interest, as set out in the Rules of Procedure of the Supervisory Board, including any transaction, arrangement or agreement between any member of the Group and Richemont or any of its Affiliates, or any of the legal entities referred to in paragraph 7 of the Rules of Procedure of the Supervisory Board.

Insurance

3.13

Each Richemont Nominee shall be covered by:

(a)

irrespective of any separate insurance arranged by Richemont or its Affiliates, the Company's directors' and officers' liability insurance during their appointment and for a period of at least five years following the date of their resignation or removal from the Supervisory Board; and

(b)

the Company's indemnity policy (to the extent one is in place for all members of the Supervisory Board) during their appointment and for a period of at least five years following the date of their resignation or removal from the Supervisory Board,

in each case on terms at least as favorable to the Richemont Nominee as the insurance and indemnity policy applicable to Supervisory Board Members.

3.14

The terms of the Company's directors' and officers' liability insurance, the Company's indemnity policy or any other relevant policy of insurance or other policy will remain at all times available for inspection by Richemont on request.

Richemont Supervisory Board observer

4.1

Subject to Clause 3.7, Richemont shall have the right (not the obligation) to have one (1) designated and appointed person attend and participate in meetings of the Supervisory Board or any committee thereof as a non-voting observer (waarnemer) ("Richemont Observer"). In accordance with the Rules of Procedure of the Supervisory Board, the Richemont Observer, will be:

(a)

given notice by the secretary of the Company of any meeting of the Supervisory Board or any committee thereof at the same time as the Supervisory Board Members;

(b)

entitled to be present at all meetings of the Supervisory Board or any committee thereof which includes, for the avoidance of doubt other informal meetings of the Supervisory Board or any committee thereof such as off-sites and executive sessions;

(c)

provided copies of all minutes of the Supervisory Board and committee meetings at the time such materials are given the Supervisory Board Members or the members of such committee; and

(d)

provided copies of any reports, minutes or other documents distributed to the Supervisory Board or any committee thereof, including for the avoidance of doubt drafts of written resolutions, at the time such materials are given the Supervisory Board Members or the members of such committee,

provided however, that before any Confidential Information is distributed to any Richemont Observer, such Richemont Observer must execute a customary confidentiality agreement.

4.2

The Company shall reimburse the Richemont Observer or Richemont, as applicable, for all costs and expenses reasonably incurred by him/her or it in enabling the attendance of the Richemont Observer at meetings of the Supervisory Board or any committee of the Supervisory Board to the extent of and in accordance with the Company's expense reimbursement policies from time to time for such costs and expenses as such policies apply to all other Supervisory Board members.

4.3

If the Supervisory Board or any committee thereof determines in good faith that exclusion of the Richemont Observer from any meeting, or withholding of any information or material from the Richemont Observer, is reasonably necessary to, among other things:

(a)

avoid an actual or potential conflict of interest between the Company and Richemont, the Richemont Nominee or such Richemont Observer;

(b)

limit dissemination of sensitive personnel information; or

(c)

to preserve legal privilege or the confidentiality of certain Confidential Information,

the Supervisory Board shall have the right to exclude the Richemont Observer from any such meeting or portions thereof (to be determined at the discretion of the Supervisory Board or the relevant committee thereof), or withhold such information or materials or those portions (to be determined at the discretion of the Supervisory Board or the relevant committee thereof) from the Richemont Observer that is reasonable necessary to protect the Group's interest, provided that the Supervisory Board or relevant committee shall only exercise such rights if it would do so in a manner consistent with how it would approach the participation or receipt of information by a member of the Supervisory Board pursuant to the Rules of Procedure of the Supervisory Board and Clause 3.12.

4.4

The terms and conditions of the Richemont Observer's right to observe meetings or receive information or materials are set out in the Rules of Procedure of the Supervisory Board.

Affirmative Vote Matter

The Parties agree that for as long as Richemont has the right to nominate a Richemont Nominee pursuant to Clause 3.2 of this Agreement, and provided that Richemont has a Richemont Nominee appointed to the Supervisory Board with due observance of Clause 3.9, the resolution of the Management Board to approve any material amendments to the wind down plan of the OFS Activities [***] shall require the approval of the Supervisory Board, with the affirmative vote of the Richemont Nominee ("Affirmative Vote Matter").

Orderly market arrangements

Subject to the lock-up agreement entered into between the parties on or around the date of this Agreement, Richemont shall use its reasonable efforts to conduct any sales or transfers of Ordinary Shares or American Depositary Shares of the Company (which each represent one Ordinary Share) held by it with a view to maintain an orderly market in the trading of the Company's American Depositary Shares notwithstanding that such sales or transfers may be permitted under the lock-up agreement and/or the registration rights agreement.

Information

7.1

For so long as Richemont (together with its Affiliates) has the right to nominate a Richemont Nominee pursuant to Clause 3.2 of this Agreement, and provided that Richemont has a Richemont Nominee appointed to the Supervisory Board with due observance of Clause 3.9, and subject to compliance by the Company with its legal and regulatory obligations including, without limitation, the requirements of the Exchange Act and the New York Stock Exchange Rules, the Company shall procure that Richemont is provided with such financial or other information as may be reasonably requested by it or any of its Affiliates for the purposes of its accounting or financial control requirements or in order to comply with its legal, financial, regulatory or tax obligations, with, without limitation, provision of financial information required in connection with Compagnie Financière Richemont S.A's orderly reporting to be provided, at the latest, within three months of the most recent quarterly closing date, currently being 31 March, 30 September and 31 December, and within four months of the most recent fiscal year closing date, currently being 30 June.

Confidentiality

Confidentiality of non-public information

8.1

Subject to Clause 8.2, Richemont shall keep confidential all non-public information provided to it by the Company (including from the Richemont Nominee or Richemont Observer) or otherwise obtained by it under or in connection with this Agreement regarding the business and financial affairs of the Company or any of its Affiliates ("Confidential Information").

8.2

Each Party shall be entitled to disclose Confidential Information:

(a)

to any of its officers, employees, auditors, bankers or professional advisers, who have entered into a non-disclosure agreement with the Company and whose position makes it necessary or desirable to know that information in order to assist that Party, as applicable; provided that such Party shall be responsible for any breach of confidentiality by such recipient as if such recipient were subject to the same confidentiality obligations as set out in this Clause 8;

(b)

in respect of Richemont to any of its direct or indirect Affiliates and their respective officers, employees, auditors, bankers or professional advisers, in any event only if and when it is necessary or desirable that such party or person receives that information to assist Richemont in relation to its shareholding in the Company, provided that the disclosing Party shall be responsible for any breach of confidentiality by such recipient as if such recipient were subject to the same confidentiality obligations as set out in this Clause 8;

(c)

if such information has ceased to be Confidential Information as a result of having become public without breach of this Agreement or any other duty of confidentiality relating to that information of which the relevant Party was aware;

(d)

if and to the extent such Confidential Information was lawfully in the possession of Richemont or its Affiliates prior to the time it was disclosed or acquired from the Group;

(e)

as may be required by law, rules or regulations or by any relevant securities exchange or governmental authority, regulatory body or antitrust authority to which that Party is subject (wherever situated), including information required to be disclosed in any shareholder circular, or for tax or accounting purposes, whether or not the requirement for disclosure of such information has the force of law;

(f)

as may be required for the purpose of any arbitral or judicial proceedings arising out of this Agreement or the related agreements; or

(g)

with the written consent of the other Party.

Material Non-Public Information

8.3

The Parties hereby acknowledge that the insider trading policy as maintained by the Company also applies to the relationship between the Company and Richemont, at any time that as Richemont has a Richemont Nominee appointed to the Supervisory Board, and that each of the Parties shall act in accordance with that policy subject to Richemont having been provided with such policy. The Richemont Nominee may inform Richemont of any restriction on it being able to deal in any securities of the Company.

8.4

Nothing in this Agreement will require the Company to disclose Material Non-Public Information to Richemont to the extent that such disclosure would violate the rules and regulations of the SEC or give rise to an obligation for the Company to make a general public disclosure.

Related party transactions

The Parties acknowledge the importance of ensuring that related party transactions, including but not limited to transactions between Richemont and its Affiliates and the Company shall be at arms' length terms and shall be dealt with in accordance with the applicable legal, accounting and disclosure framework.

10.

Restrictions

10.1

Richemont shall not, and shall procure that its Affiliates shall not, take any action that would have the effect of preventing the Group from:

(a)

complying with their obligations under applicable laws and regulations; or

(b)

managing their affairs in accordance with the principles of good governance set out in the Dutch Corporate Governance Code or the NYSE listing rules.

10.2

Richemont shall, and shall procure that its Affiliates shall, not exercise any of is voting rights or other shareholder rights and powers attached to any Ordinary Shares held by Richemont or its Affiliates, as the case may be, in a way that would be inconsistent with or breach any of the provisions of this Agreement, applicable laws and regulations (including relating to insider trading) or the Dutch Corporate Governance Code (including any applicable deviations).

10.3

Other than the obligations set out in Clauses 10.1 and 10.2, no limitations shall apply to Richemont and its Affiliates in exercising their voting rights or other shareholder rights and powers attached to any Ordinary Shares held by Richemont or its respective Affiliates, as the case may be.

11.

Term and termination

11.1

This Agreement shall enter into force on the date hereof and terminate automatically:

(a)

if Richemont no longer has the nomination right pursuant to Clause 3.2; or

(b)

on the dissolution or liquidation of a Party, provided that if a Party ceases to exist as a result of a merger, demerger, conversion, or other similar corporate transaction, such Party's legal successor shall be deemed to have become a party to this Agreement in such Party's place and this Agreement shall not terminate,

provided that Clause 8, Clause 10, Clause 12 up to and including Clause 14 shall survive termination of this Agreement.

11.2

Except as provided in Clause 11.1, this Agreement may only be terminated by mutual agreement of the Parties in writing.

12.

Notices and delivery

12.1

Any notices or other formal communication given under this Agreement must be in writing and may be delivered in person, or sent by email, registered mail, courier, writ or petition to the Party to be served as follows:

To the Company:

For the attention of:
Group CFO and Chief Legal Counsel
Martin Beer and Charlotte Swichtenberg
Email addresses: [***]

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

Name:	Baker McKenzie
For the attention of:	[***]
E-mail address:	[***]

To Richemont:

For the attention of:
Group CFO and Chief Legal Counsel

Email address: [***]

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

Name:	Slaughter and May
For the attention of:	[***]
E-mail address:	[***]

or at such other address or email address as a Party may notify the other Party of, with due observance of the provisions of this Clause 12.1.

12.2

Any notice or other communication shall be deemed to have been given at the time of delivery. In proving the giving of a notice or other communication, it shall be sufficient to prove that delivery in person was made, or that the envelope containing the communication was properly addressed and posted by recorded delivery post, or that the email was properly addressed and transmitted, as the case may be.

13.

Miscellaneous

13.1

No Assignment

This Agreement is personal to the Parties and accordingly a Party may not assign or transfer any rights or obligations arising under this without the prior written consent of the other Parties, in respect of which each Party may decide in its own discretion, provided that each Party may assign or transfer any rights or obligations arising under this Agreement without the prior written consent of the other Parties to its Affiliates.

13.2

Costs and Expenses

Any costs, charges and expenses in relation to the negotiation, preparation and execution of this Agreement will be borne by each Party, unless explicitly agreed otherwise in this Agreement.

13.3

No Rescission

To the extent permitted by law, the Parties waive their rights, if any, to in whole or in part annul, rescind, suspend or dissolve this Agreement.

13.4

No Third Party rights

Except as expressly provided in this Agreement, this Agreement is intended solely for the benefit of the Parties hereto and is not intended to confer any benefits upon, or create any rights in favour of, any person other than the Parties hereto.

13.5

Severability

If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:

(a)

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

(b)

the validity or enforceability in other jurisdictions of that or any other provision of this Agreement.

Each Party agrees that it will negotiate in good faith to replace any provision of this Agreement which may be held unenforceable with a provision which is enforceable, and which is as similar as possible in substance to the unenforceable provision.

13.6

No Waiver

No delay or omission by a Party in the exercise of any power or right under this Agreement will impair such power or right or be construed as a waiver thereof or of the event giving rise to such power of right and no waiver of any past event shall be construed to be a waiver of any power or right accruing to a Party by reason of any future event.

13.7

Entire Agreement

This Agreement is intended to embody the final, complete and exclusive agreement between the Parties relating to the subject matter and supersedes any prior negotiations, agreements or understandings, whether written or oral.

13.8

Amendment

This Agreement shall not be amended or supplemented except in writing when duly signed by authorised signatories of each Party.

13.9

Counterparts

This Agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

14.

Governing law and dispute resolution

Governing law

14.1

This Agreement and any contractual or non-contractual obligations arising out of or in connection to it, is governed by and shall be construed in accordance with the laws of the Netherlands.

14.2

Any dispute arising out of, or in connection with, this Agreement or other agreements and arrangements connected to or resulting from this Agreement, whether contractual or non-contractual, shall be submitted to the CEOs of the Company and Richemont from time to time to be settled and resolved by them within twenty (20) Business Days of the matter being referred to them, following and upon the written request of either of the Parties.

14.3

If the dispute cannot be resolved by the CEOs of the Company and Richemont within twenty (20) Business Days of the matter being referred to them in accordance with Clause 14.2, the any dispute must be finally settled by arbitration in Amsterdam in accordance with the Rules of Arbitration of the International Chamber of Commerce. The arbitral tribunal shall be composed of three arbitrators, to be appointed in accordance with the aforementioned Rules. The seat of arbitration shall be Amsterdam, the Netherlands. The language to be used in the arbitral proceedings if so requested by a Party shall be English. The arbitrators shall render their judgement on the basis of the rules of Law (regelen des rechts). The arbitration award shall be final and binding on the relevant Parties, and enforceable in any jurisdiction in accordance with its terms. The Parties hereby acknowledge and waive any objection to the propriety or convenience of the above seat of arbitration.

14.4

Except as may be required by law, the existence, content or results of any arbitration hereunder may not be disclosed without the prior written consent of the Parties. The Parties shall instruct the arbitrator not to publish the decision.

Execution

This Agreement has been signed by the Parties (or their duly authorised representatives) on the date stated on the first page of this Agreement.

MYT Netherlands Parent B.V.		MYT Netherlands Parent B.V.

Signature:		Signature:

By:	/s/ Michael Kliger	By:	/s/ Martin Beer
Name:	Michael Kliger	Name:	Martin Beer
Position:	Chief Executive Officer and Managing Director	Position:	Chief Financial Officer and Managing Director
Place:	Aschheim	Place:	Aschheim

Richemont Italia Holding S.p.A.		Richemont Italia Holding S.p.A.

Signature:		Signature:

By:	/s/Axel Meyer	By:	/s/ Silvia Scagnelli
Name:	Axel Meyer	Name:	Silvia Scagnelli
Position:	Director	Position:	Authorised Signatory
Place:		Place:

[Signature Page to Relationship Agreement]

Schedule 1

Definitions and interpretations

"Affiliate" means, in relation to any person or entity, any direct or indirect subsidiary or direct or indirect holding company of that person or entity and any other subsidiary of such holding company;

"Affirmative Vote Matter" has the meaning given to it in Clause 5;

"Agreement" means this Relationship Agreement;

"Articles of Association" means the articles of association (statutes) of the Company, as amended from time to time;

"Business Day" means a day (other than a Saturday or Sunday) on which banks in the Netherlands, the United States of America and Italy are generally open for normal business;

"Clause" means a clause in this Agreement;

"Completion" means completion of the Transaction as contemplated by the SPA;

"Completion Date" means the date on which the Completion is effected;

"Confidential Information" has the meaning given to it in Clause 8.1;

"Control" has the meaning given to it in Clause 1.4;

"Disposal" means (i) to directly or indirectly, sell, transfer, assign or otherwise dispose of any legal or beneficial interest in any Ordinary Share and the voting rights in respect thereof, (ii) the disposal of beneficial ownership in Ordinary Shares as a result of the enforcement of any Encumbrance granted over any Ordinary Share or (iii) any arrangement, structuring device or other transaction having a similar economic or legal effect to the transactions referred to under (i) and (ii), it being understood that a Disposal of Ordinary Shares to a legal successor under universal title shall not be considered a Disposal, and where "Encumbrance" means any security interest, claim, lien, charge, pledge, or other restriction that creates or may create a security interest over the Ordinary Shares. "Dispose" shall have the same meaning;

"Dutch Corporate Governance Code" means the Dutch Corporate Governance Code, as amended, entered into force on, and applies to any financial year starting on or after, 20 December 2022;

"Exchange Act" has the meaning given to it in Recital D;

"General Meeting of Shareholders" has the meaning given to it in Clause 3.2;

"Group" means the group of companies comprising the Company and its subsidiaries and "member of the Group" and "Group Company" shall be construed accordingly;

"Management Board" means the board of manging directors of the Company;

"Material Non-Public Information" means any non-public information in relation to the Company or its securities subject to the rules and regulations of the SEC;

"Nominations, Governance and Sustainability Committee" means the Nominations, Governance and Sustainability Committee of the Supervisory Board;

"OFS Activities" means (i) the OFS Services; and (ii) OFS Agreements;

"OFS Agreements" means the third party agreements, in each case with any amendments or related agreements thereto, entered into for the purpose of transition and decommissioning of OFS Services; "OFS Services" means the provision by YOOX Net-a-Porter Group S.p.A., a joint stock company (società per azioni) incorporated under the laws of Italy, or any of its subsidiaries, of B2B services to certain luxury brands to set-up and power their own e-commerce destinations, including online and mobile store development, including, in each case, all related and supporting activities thereto;

"Ordinary Share(s)" has the meaning given to it in Recital A;

"Party" means a party to this Agreement;

"Richemont Nominee" has the meaning given to it in Clause 8.1;

"Richemont Observer" has the meaning given to it in Clause 4.1;

"Rules of Procedure of the Management Board" means the rules of procedure of the Management Board (as amended from time to time);

"Rules of Procedure of the Supervisory Board" means the rules of procedure of the Supervisory Board (as amended from time to time);

"Schedule" means a schedule to this Agreement;

"SEC" has the meaning given to it in Recital C;

"SPA" has the meaning given to it in Recital A;

"Supervisory Board" has the meaning given to it in Clause 2.2;

"Supervisory Board Members" has the meaning given to it in Clause 3.1;

"Transaction" has the meaning given to it in Recital A; and

"YNAP" has the meaning given to it in Recital A.

Schedule 2

Rules of Procedure of the Management Board

[Separately Provided as Exhibit 3.1 to Form 6-K]

Schedule 3

Rules of Procedure of the Supervisory Board

[Separately Provided as Exhibit 3.2 to Form 6-K]

EX-10.5 9 tm2512474d1_ex10-5.htm EXHIBIT 10.5

Exhibit 10.5

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of the 23rd day of April 2025, by and among MYT Netherlands Parent B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated in the Netherlands with registered number 74988441(the “Company”), and Richemont Italia Holding S.p.A., a company incorporated in Italy with registered number 08158020969 (the “Investor”).

W I T N E S S E T H:

WHEREAS, the Company and the Investor have entered into a share purchase agreement (the “Share Purchase Agreement”) dated as of the 7th day of October 2024, pursuant to which the Company desires to purchase all of the share capital of YOOX Net-a-Porter Group S.p.A. from the Investor. In connection with the consummation of the transactions contemplated by the Share Purchase Agreement, the Investor will become the owner of certain Capital Stock (as defined below) and a major shareholder of the Company; and

WHEREAS, the Company desires to provide to the Investor certain registration rights as set forth herein with respect to the Capital Stock to foster the future economic development of the Company by enabling a wider range of interested parties to become investors in the Company and therefore attracting capital in the market from a broader investor base.

ARTICLE I

CERTAIN DEFINITIONS

1.1            “Affiliates” has the meaning set forth in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

1.2            “Agreement” is defined in the preamble of this Agreement.

1.3            “Blackout Period” is defined in Section 4.3(a).

1.4            “Business Day” means any day on which the New York Stock Exchange or such other securities exchange as the Capital Stock is listed is open for trading.

1.5            “Capital Stock” means the common equity interests in the Company.

1.6            “Company” is defined in the preamble of this Agreement and shall include any successor thereto.

1.7            “Effectiveness Period” is defined in Section 3.1(a).

1.8            “Eligible Securities” means all or any portion of Capital Stock held by, acquired or that may be acquired by the Richemont Group or its designee and any other securities issued or issuable with respect to, on account of or in exchange for Eligible Securities, whether by stock split, stock dividend, recapitalization, merger, consolidation, reorganization, extraordinary transaction, charter amendment or otherwise that are held by the Richemont Group or its designee. Eligible Securities shall cease to be Eligible Securities when (i) a registration statement with respect to the sale of such Eligible Securities shall have become effective under the Securities Act and such Eligible Securities shall have been disposed of in accordance with such registration statement, (ii) such Eligible Securities shall have been otherwise transferred pursuant to Rule 144 under the Securities Act (or any successor rule) or pursuant to another applicable exemption from registration under the Securities Act to a Person that is not the Richemont Group or a designee thereof, new certificates for such Eligible Securities not bearing a legend restricting further transfer shall have been delivered by the Company and such Eligible Securities shall be freely transferable to the public (without limitations on volume) without registration under the Securities Act or (iii) such Eligible Securities are no longer outstanding.

1.9            “Exchange Act” means the Securities Exchange Act of 1934, as amended (and any successor thereto), and the rules and regulations of the SEC promulgated thereunder, all as the same shall be in effect at the relevant time.

1.10          “Excluded Registration” means (i) a registration relating solely to the sale of securities to participants in a Company share plan, (ii) a registration related to a transaction covered by Rule 145 under the Securities Act, (iii) a registration in which the only shares being registered are Capital Stock issuable upon conversion of debt securities which are also being registered, or (iv) a registration on Form S-8 or Form S-4 to the extent not otherwise covered in sub-clauses (i) or (ii) hereof.

1.11          “Information Blackout” is defined in Section 4.3(a).

1.12          “Investor” is defined in the preamble of this Agreement.

1.13          “Maximum Number of Securities” is defined in Section 4.2(d).

1.14          “MYT Holding” means MYT Holding, LLC, a limited liability company organized and existing under the laws of Delaware, United States of America registered with the Secretary of State of the State of Delaware under number 7375244.

1.15          “Person” means an individual, a partnership (general or limited), corporation, real estate investment trust, joint venture, business trust, cooperative, limited liability company, association or other form of business organization, whether or not regarded as a legal entity under applicable law, a trust (inter vivos or testamentary), an estate of a deceased, insane or incompetent person, a quasi-governmental entity, a government or any agency, authority, political subdivision or other instrumentality thereof, or any other entity.

1.16          “Permitted Transferee” means any Affiliate, subsidiary, parent, partner, limited partner, retired partner, member, retired member or holder of share capital of the Investor that has become a party hereto in accordance with Section 7.7.

1.17          “Registration Delay” is defined in Section 4.3(a).

1.18          “Registration Expenses” means all expenses incurred in connection with the Company’s performance of or compliance with the registration requirements set forth in this Agreement, including, without limitation, the following: (i) the fees, disbursements and expenses of the Company’s counsel(s) (United States and foreign), accountants, experts and other persons retained by the Company in connection with the registration, offering and sale of Eligible Securities to be disposed of under the Securities Act (including the expenses of any special audit and “comfort” letters required by or incident to such performance); (ii) all expenses in connection with the preparation, printing and filing of any registration statement, any preliminary prospectus, final prospectus or free writing prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to the underwriters and dealers; (iii) the cost of printing or producing any agreement(s) among underwriters, underwriting agreement(s) and blue sky or legal investment memoranda, any selling agreements and any other documents in connection with the offering, sale or delivery of Eligible Securities to be disposed of; (iv) all expenses in connection with the qualification of Eligible Securities to be disposed of for offering and sale under state securities laws; (v) the filing fees incident to securing any required review by the Financial Industry Regulatory Authority (or any successor thereto) of the terms of the sale of Eligible Securities to be disposed of; (vi) SEC and blue sky registration fees attributable to Eligible Securities; (vii) the fees and expenses incurred in connection with the listing of Eligible Securities on each securities exchange or quotation system on which the Company’s equity securities are then listed and all rating agency fees; (viii) the reasonable fees and disbursements of counsel to the Investor (as well as local counsel) selected by the Investor; (ix) the reasonable fees and disbursements of underwriters customarily paid by the issuers or sellers of securities, including Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice; and (x) all expenses related to the “road-show” for any underwritten offering, including all travel, meals and lodging, to the extent not borne by the underwriters; provided, however, that Registration Expenses with respect to any registration pursuant to this Agreement shall not include underwriting discounts or commissions attributable to Eligible Securities or transfer taxes applicable to Eligible Securities.

1.19          “Registration Request Notice” is defined in Section 2.1.

1.20          “Richemont Group” means Compagnie Financière Richemont S.A. and its subsidiaries and subsidiary undertakings from time to time.

1.21          “SEC” means the United States Securities and Exchange Commission.

1.22          “Securities Act” means the Securities Act of 1933, as amended (and any successor thereto), and the rules and regulations of the SEC promulgated thereunder, all as the same shall be in effect at the relevant time.

1.23          “Share Purchase Agreement” is defined in the preamble of this Agreement.

1.24          “Shelf Registration Statement” is defined in Section 3.1(a).

ARTICLE II
REGISTRATION REQUEST

SECTION 2.1.       Request. From and after the date of this Agreement and subject to Section 4.3 and the cutback provisions of Section 4.2(e) (if applicable), upon written request from the Investor requesting that the Company effect the registration under the Securities Act of all or part of the Eligible Securities, which notice may be delivered at any time after the date of this Agreement and which notice shall specify the intended method or methods of disposition of such Eligible Securities (the “Registration Request Notice”), unless such Eligible Securities are included in a currently effective registration statement of the Company permitting the resale of such Eligible Securities in the manner contemplated by the Investor, the Company will (as promptly as practicable, but in any event within sixty (60) days of such request) file the appropriate registration statement under the Securities Act with the SEC and will use its reasonable best efforts to (as promptly as reasonably practicable, but in any event within one hundred eighty (180) days of such request) cause such registration statement to be declared effective by the SEC and to permit the disposition of such Eligible Securities in accordance with the intended method or methods of disposition stated in such request; provided, that:

(a)           if the Company shall have previously caused a registration statement to be declared effective by the SEC with respect to Eligible Securities pursuant to Article III, the Company shall not be required to cause a subsequent registration statement to be declared effective by the SEC pursuant to this Article II until a period of ninety (90) days shall have elapsed from the effective date of such previous registration statement; and

(b)           the Company shall not be required to effect (i) more than three (3) registrations pursuant to this Article II in any calendar year or (ii) a registration of Eligible Securities if (x) the fair market value of such Eligible Securities on the date of receipt by the Company of the Registration Request Notice is less than $25 million and (y) the registration relates to less than 7.43% of the Eligible Securities then outstanding.

SECTION 2.2.       Company Registration. If the Company proposes to register (including for this purpose a registration effected by the Company for holders of Capital Stock other than the Richemont Group) any of its Capital Stock (or any equity securities exercisable for, convertible into or exchangeable for Capital Stock, or other securities issued by it having terms substantially similar to Eligible Securities) under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly (and in any event at least twenty-five (25) days prior to such registration) give the Investor written notice of such registration (including any shelf registration) and confirm such notice by telephone. Upon the written request of the Investor given within twenty (20) days after such notice is given by the Company in accordance with Section 7.8, but subject to the cutback provisions of Section 4.2(d), the Company shall cause to be registered under the Securities Act all of the Eligible Securities that the Investor has requested to be included in such registration (including any shelf registration).

SECTION 2.3.       Expenses. The Company shall bear all Registration Expenses in connection with any registration pursuant to this Article II, whether or not such registration statement becomes effective.

SECTION 2.4.       Other Registration. No registration of Eligible Securities effected under this Article II shall relieve the Company of its obligation (if any) to effect registration of other Eligible Securities pursuant to Article III.

ARTICLE III
SHELF REGISTRATION

SECTION 3.1.       Shelf Registration Statement.

(a)           Shelf Registration Statement. From and after the date of this Agreement and subject to Section 4.3 and the cutback provisions of Section 4.2(e) (if applicable), the Company shall, upon request of the Investor, as promptly as reasonably practicable (but in any event within 60 days of such request) file with the SEC a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act covering the resale of all of the Eligible Securities (the “Shelf Registration Statement”). The Shelf Registration Statement shall be on the appropriate form permitting registration of such Eligible Securities for resale by the Investor in the manner or manners designated by it (including, without limitation, one or more underwritten offerings). The Company will notify the Investor when such Shelf Registration Statement has become effective. The Company shall not be required to maintain in effect more than one shelf registration at any one time pursuant to this Section 3.1(a). The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing of the Shelf Registration Statement, or automatically if the Company is eligible to file an automatically effective shelf registration statement, and to keep the Shelf Registration Statement continuously effective under the Securities Act until the date (“Effectiveness Period”) when all Eligible Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement; provided, that the Company shall not be obligated to file any such registration statement if (i) the Investor proposes to sell Eligible Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $25 million and (ii) the Investor proposes to sell less than 7.43% of the Eligible Securities then outstanding. For the avoidance of doubt, registrations effected pursuant to this this Section 3.1(a) shall not be counted as demands for registration or registrations effected pursuant to Section 2.1(b).

(b)           Shelf Offerings. Subject to Section 4.3, the Investor shall have the right to conduct an unlimited number of offerings under the Shelf Registration Statement, including underwritten offerings; provided, that the Company shall have no obligation to effect more than one such underwritten offering until a period of ninety (90) days shall have elapsed from the completion of the most recent underwritten offering, whether for the benefit of the Company, the Investor or MYT Holding.

(c)           Withdrawal of Stop Orders. If the Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the securities registered thereunder), the Company shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof.

(d)           Supplement and Amendments. Subject to Section 4.3, the Company shall promptly supplement and amend the Shelf Registration Statement and the prospectus included therein if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration Statement or by the Securities Act.

(e)           Other Registrations. Notwithstanding any other provisions contained herein to the contrary, the Company shall not be required to effect any shelf registration or to keep any Shelf Registration Statement effective pursuant to this Section 3.1 if the Investor exercise its right to request a demand registration pursuant to Article II and such demand registration includes all of the Eligible Securities owned by the Richemont Group and such securities are sold pursuant to such demand registration.

(f)            Expenses. The Company shall bear all Registration Expenses in connection with any shelf registration pursuant to this Section 3.1, whether or not such shelf registration becomes effective.

ARTICLE IV
PROCEDURES

SECTION 4.1.        Registration and Qualification. If and whenever the Company is required to use all reasonable best efforts to effect the registration of any Eligible Securities under the Securities Act as provided in Articles II or III, and subject to the limitations set forth in Sections 2.1 and 3.1, the Company will, as promptly as is practicable:

(a)           prepare, file and use all reasonable best efforts to cause to become effective and to remain continuously effective a registration statement under the Securities Act regarding the Eligible Securities to be offered;

(c)           furnish to the Investor and to any underwriter of such Eligible Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case, including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents as the Investor or such underwriter may reasonably request;

(d)           use all reasonable best efforts to register or qualify all Eligible Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as the Investor or any underwriter of such Eligible Securities shall reasonably request, and use all reasonable best efforts to do other acts and things which may be reasonably requested by the Investor or any underwriter to consummate the disposition in such jurisdictions of the Eligible Securities covered by such registration statement, except the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, or to subject itself to taxation on its income in any jurisdiction where it is not then subject to taxation, or to consent to general service of process in any jurisdiction where it is not then subject to service of process;

(e)           use all reasonable best efforts to list the Eligible Securities on each national securities exchange or quotation system on which the Capital Stock is then listed, if the listing of such securities is then permitted under the rules of such exchange;

(f)            notify the Investor as soon as reasonably practicable and, if requested by the Investor, confirm such notice in writing:

(i)             (A) when a prospectus, any prospectus supplement or free writing prospectus or post-effective amendment is proposed to be filed in respect of a registration statement filed pursuant to this Agreement, and (B) with respect to such registration statement or any post-effective amendment thereto, when the same has become effective;

(ii)            of any written comments from the SEC with respect to any filing and of any request by the SEC or any other federal or state governmental authority for amendments or supplements to such registration statement or related prospectus or for additional information related thereto;

(iii)           of the issuance by the SEC, any state securities commission, any other governmental agency or any court of any stop order, order or injunction suspending or enjoining the use or effectiveness of any registration statement filed pursuant to this Agreement or the initiation of any proceedings for that purpose;

(iv)           of the receipt by the Company of any notification with respect to the suspension of qualification or exemption from qualification of any of the Eligible Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose;

(v)           of the existence of any fact or the happening of any event that makes any statement of material fact made in any registration statement filed pursuant to this Agreement or related prospectus untrue in any material respect, or that requires the making of any changes in such registration statement or prospectus so that, in the case of the registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and that, in the case of the prospectus, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and

(vi)          of the determination by the Company that a post-effective amendment to a registration statement filed pursuant to this Agreement will be filed with the SEC;

(g)           (i) upon the occurrence of any event contemplated by Sections 4.1(f)(ii), (iii) or (iv), use its reasonable best efforts to respond to such comments, prepare such amendment or supplement, furnish such additional information, or obtain the withdrawal of such stop order, order, injunction or suspension of qualification or exemption, as applicable, as promptly as practicable, and (ii) upon the occurrence of any event contemplated by Section 4.1(f)(v), at the request of the Investor, prepare and furnish to the Investor as many copies as requested of a supplement or amendment, including, if appropriate, a post-effective amendment to the registration statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, such prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(h)           in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement or other purchase and sale agreement, in usual and customary form, with the underwriters for such offering;

(i)            provide a transfer agent and registrar for all Eligible Securities registered pursuant to this Agreement and provide a CUSIP number for all such Eligible Securities, in each case not later than the effective date of such registration; and

(j)            use all reasonable best efforts to furnish, at the request of the Investor, on the date that such Eligible Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, 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.

The Company may require the Investor to furnish the Company such information regarding the Investor and the distribution of such securities as the Company may from time to time reasonably request in writing and as shall be required by law or by the SEC in connection with any registration.

SECTION 4.2.        Underwriting.

(a)           If the Investor so elects, an offering pursuant to Sections 2.1 or 3.1 under this Agreement shall, by written notice delivered to the Company, be in the form of an underwritten offering; provided, that the Company shall have no obligation to effect more than one underwritten offering until a period of ninety (90) days shall have elapsed from the completion of the most recent underwritten offering, whether for the benefit of the Company, the Investor or MYT Holding. With respect to any such underwritten offering, the Investor shall select an investment banking firm of international standing to be the managing underwriter for the offering, which firm shall be reasonably acceptable to the Company, following which selection the Company and the Investor shall cooperate to effect such transaction as promptly as reasonably practicable.

(b)           In the case of an underwritten offering pursuant to Sections 2.1 or 3.1, the Company will enter into and perform its obligations under an underwriting agreement with the underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, which may include, without limitation, indemnities and contribution to the effect and to the extent provided in Article VI and the provision of opinions of counsel and accountants’ letters as are customarily delivered by issuers to underwriters in secondary underwritten public offerings of securities. The holders of Eligible Securities on whose behalf such securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of such securities, but only to the extent such representations and warranties and other agreements are customarily made by issuers to selling shareholders in secondary underwritten public offerings, and the holders of Eligible Securities included in such underwritten offering shall be required to make representations or warranties to, and other agreements with, the Company and the underwriters in connection with such underwriting agreement as are customarily made by selling shareholders in secondary underwritten public offerings; provided, however, that no holder of Eligible Securities included in any underwritten offering shall be required to make any representations or warranties to the Company or the underwriters regarding such holder’s knowledge about the Company.

(c)            In the event that any registration pursuant to Articles II or III shall involve, in whole or in part, an underwritten offering, the Company will, if requested by the Investor or the underwriters in such offering, cause the appropriate officers of the Company to attend and participate in “road shows” and other information meetings, if any, organized by the underwriters, as reasonably requested; provided, that the Company shall have no obligation to participate in more than four (4) “road shows” in any twelve (12) consecutive month period, whether for the benefit of the Company, the Investor or MYT Holding, and such participation shall not unreasonably interfere with the business operations of the Company.

(d)            In connection with any offering pursuant to Section 2.2 involving an underwriting of shares of the Company’s share capital, the Company shall not be required to include any of the Richemont Group’s Eligible Securities in such offering unless the Investor accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company and then only in such quantity as the managing underwriter(s) in such underwritten offering determine in good faith in its or their sole discretion, and advise the Company in writing, will not exceed the number of securities that can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering (the “Maximum Number of Securities”). If the total number of securities, including the Eligible Securities requested by the Investor to be included in such offering, exceeds the Maximum Number of Securities, then the Company shall include in such offering (x) first, the Capital Stock or other equity securities, if any, of the Company that the Company proposes to sell, that in the good faith opinion of such managing underwriter(s) can be sold without exceeding the Maximum Number of Securities, (y) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (x), the Capital Stock of the Richemont Group and, if applicable, MYT Holding (allocated pro rata between them on the basis of the number of Capital Stock owned by each of them at the time of the determination of the Maximum Number of Securities or in such manner as they may otherwise agree) that, in the good faith opinion of such managing underwriter(s), can be sold without exceeding the Maximum Number of Securities and (z) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (x) and (y), the Capital Stock or other equity securities, if any, of the Company requested to be included therein by other Persons, allocated among such holders in such manner as they may agree, that, in the good faith opinion of such managing underwriter(s), can be sold without exceeding the Maximum Number of Securities.

(e)           If the managing underwriter(s) in an underwritten offering pursuant to Sections 2.1 or 3.1, determine, in good faith in its or their sole discretion, and advise the Company and the Investor in writing that the total number of securities requested to be included in such offering, including the Eligible Securities, exceeds the Maximum Number of Securities, then the Company shall include in such offering (x) first, the Capital Stock of the Richemont Group and, if applicable, MYT Holding (allocated pro rata between them on the basis of the number of Capital Stock owned by each of them at the time of the determination of the Maximum Number of Securities or in such manner as they may otherwise agree) that, in the good faith opinion of such managing underwriter(s), can be sold without exceeding the Maximum Number of Securities, (y) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (x), the Capital Stock or other equity securities, if any, of the Company that the Company proposes to sell that, in the good faith opinion of such underwriters, can be sold without exceeding the Maximum Number of Securities and (z) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (x) and (y), the Capital Stock or other equity securities, if any, of the Company requested to be included therein by other Persons, allocated among such holders in such manner as they may agree, that, in the good faith opinion of such managing underwriter(s), can be sold without exceeding the Maximum Number of Securities.

SECTION 4.3.        Blackout Periods.

(a)           (i) At any time when a registration statement effected pursuant to Articles II or III relating to Eligible Securities is effective upon written notice from the Company to the Investor that the Board of Directors of the Company has determined in good faith, with the advice of counsel, (such decision to be promptly notified to the Investor) that the Investor’s sale of Eligible Securities pursuant to the registration statement would be reasonably likely to require disclosure of non-public material information the disclosure of which would not otherwise be required to be disclosed and would be reasonably likely to have a material adverse effect on the Company (an “Information Blackout”), the Investor shall suspend sales of Eligible Securities pursuant to such registration statement and (ii) if, while a registration request is pending pursuant to Articles II or III, the Board of Directors of the Company determines in good faith, with the advice of counsel, that an Information Blackout is required, or that any such filing or the offering of any Eligible Securities would be reasonably likely to materially adversely affect or materially delay any bona fide proposed material financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company, the Company shall promptly deliver to the Investor a certificate to such effect signed by its Chief Executive Officer or Chief Financial Officer, and the Company shall not be required to file a registration statement, prospectus or any amendment or any supplement thereto pursuant to Articles II or III (a “Registration Delay”); provided, that any such suspension or postponement under (i) and (ii) of this Section 4.3(a) shall only continue until the earliest of:

(1)            the date upon which such material information is disclosed to the public or ceases to be material;

(2)            sixty (60) days after receipt by the Company of the written request from the Investor pursuant to Article II or III;

(3)            in the case of clause (i) above, such time as the Company notifies the Investor that sales pursuant to such registration statement may be resumed; and

(4)            in the case of clause (ii) above, the date upon which the financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction referred to therein concludes.

The number of days from such suspension of sales by the Investor until the day when such sales may be resumed under clause (1), (2) or (3) hereof, or from the date of a notice of a Registration Delay until the date such affected registration process resumes under clause (1), (2) or (4) hereof, shall be called a “Blackout Period”. In no event may the Company deliver more than two (2) notices, collectively, of an Information Blackout and/or a Registration Delay in any twelve (12) consecutive month period, and the aggregate number of days in which any Blackout Periods may be in effect in any twelve (12) consecutive month period shall not exceed ninety (90) days.

(b)          Any delivery by the Company of a written notice of a Registration Delay following a registration request by the Investor pursuant to Sections 2.1 or 3.1, and before the effectiveness of the related registration statement, or of a written notice of an Information Blackout during the sixty (60) days immediately following effectiveness of any registration statement effected pursuant to Article II, shall give the Investor the right, by written notice to the Company within twenty (20) Business Days after the end of such Blackout Period, to cancel such registration and obtain one additional registration right during such calendar year under Article II.

(c)           The Company shall not effect any public offering of its securities during any Blackout Period other than an Excluded Registration.

SECTION 4.4.       Qualification for Rule 144 Sales. The Company covenants that it will use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the written request of the Investor, use its reasonable best efforts to make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 under the Securities Act), and it will use its reasonable best efforts to take any such further action as reasonably requested by the Investor, all to the extent required from time to time to enable the Investor to sell Eligible Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144, Rule 144A or Regulation S under the Securities Act, as each may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of the Investor, the Company will deliver to the Investor a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

SECTION 4.5.       Withdrawal. The Investor shall have the right to withdraw from a registration pursuant to Articles II or III for any or no reason whatsoever upon written notification to the Company and the underwriter(s) (if any) of its intention to withdraw from such registration. If the Investor withdraws from a proposed offering pursuant to this Section 4.5, then such registration shall not be counted as a demand for registration or a registration effected pursuant to Section 2.1(b).

ARTICLE V 

PREPARATION; REASONABLE INVESTIGATION

SECTION 5.1.       Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering or offering Eligible Securities under the Securities Act, the Company will promptly give the Investor and the underwriters, if any, and their respective counsel, accountants and other agents, drafts of such registration statement for their review and comment prior to filing and such reasonable and customary access to its books and records (including, without limitation, all financial and other records, pertinent corporate documents, and properties of the Company) and such opportunities to discuss the business of the Company with its officers, directors, employees, counsel and the independent public accountants who have certified its financial statements and cause such persons to supply all information reasonably requested as shall be necessary to conduct a reasonable investigation within the meaning of the Securities Act (including, without limitation, to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith); provided, that the Company may require them to enter into a customary confidentiality agreement.

ARTICLE VI
INDEMNIFICATION AND CONTRIBUTION

SECTION 6.1.         Indemnification.

(a)           In the event of any registration of Eligible Securities hereunder, to the extent permitted by law, the Company will, and hereby does, indemnify and hold harmless, the Investor, its directors, trustees, officers, partners, employees, security holders, legal counsel, accountants, and agents, and each Person who participates as an underwriter in the offering or sale of such securities, and each Person, if any, who controls the Investor or any such underwriter within the meaning of the Securities Act, against any and all losses, claims, damages, expenses or liabilities, joint or several, actions or proceedings (whether commenced or threatened) in respect thereof, to which each such indemnified party may become subject under the Securities Act, the Exchange Act, other federal or state law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement contemplated hereby under which Eligible Securities were registered under the Securities Act, including any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement to the foregoing, in light of the circumstances in which they were made) 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 the Investor and each such director, trustee, officer, partner, employee, security holder, legal counsel, accountant, or agent, underwriter and controlling Person any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, expense, liability, action, or proceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability (or action or proceeding in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or violation or alleged violation of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated thereunder, in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Investor or underwriter specifically for inclusion in such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement except to the extent such information has been corrected in a subsequent writing prior to or concurrently with the sale of the Eligible Securities to the Person asserting such loss, claim, damage, expense or liability (or action or proceeding in respect thereof).

(b)           To the extent permitted by law, the Investor will, and hereby does, indemnify and hold harmless, the Company, its directors, officers, employees, and agents, and each Person who participates as an underwriter in the offering or sale of such securities, and each Person, if any, who controls the Company within the meaning of the Securities Act, against any and all losses, claims, damages, expenses or liabilities, joint or several, actions or proceedings (whether commenced or threatened) in respect thereof, to which each such indemnified party may become subject under the Securities Act, the Exchange Act, other federal or state law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement contemplated hereby under which Eligible Securities were registered under the Securities Act, including any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement to the foregoing, in light of the circumstances in which they were made) not misleading, or (iii) any violation or alleged violation by the Investor 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, but only to the extent that such loss, claim, damage, expense or liability (or action or proceeding in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or violation or alleged violation of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated thereunder, in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Investor specifically for inclusion in such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement and that has not been corrected in a subsequent writing prior to or concurrently with the sale of the Eligible Securities to the Person asserting such loss, claim, damage, expense or liability (or action or proceeding in respect thereof); and the Company will pay to the Investor and each such director, trustee, officer, partner, employee, security holder, legal counsel, accountant, or agent, underwriter and controlling Person any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, expense, liability, action, or proceeding; provided, however, that the indemnity agreement contained in this Section 6.1(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Investor, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by the Investor by way of indemnity or contribution under Sections 6.1(b) and 6.1(d) be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Eligible Securities giving rise to such indemnification obligation.

(c)            Promptly after receipt by any indemnified party hereunder of notice of the commencement of any action or proceeding involving a claim referred to in Section 6.1(a) or (b), the indemnified party will notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party under Section 6.1(a) or (b) (except to the extent that it has been prejudiced in any material respect by such failure). In case any such action, suit, claim or proceeding is brought against any indemnified party, the indemnifying party shall be entitled to participate therein and, to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such suit, action, claim or proceeding, (ii) the indemnifying party shall not have employed counsel to take charge of the defense of such action, suit, claim or proceeding within a reasonable time after notice of commencement of the action, suit, claim or proceeding, or (iii) such indemnified party shall have reasonably concluded, based on the advice of counsel, that there may be defenses available to it which are different from or additional to those available to the indemnifying party which, if the indemnifying party and the indemnified party were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified party. If any of the events specified in clauses (i), (ii) or (iii) of the preceding sentence shall have occurred or shall otherwise be applicable, then the reasonable fees and expenses of one counsel selected by a majority in interest of the indemnified parties (and up to one local counsel to the extent reasonably necessary) shall be borne by the indemnifying party. If, in any case specified in the foregoing clauses (i), (ii) or (iii), the indemnified party employs separate counsel, the indemnifying party shall not have the right to direct the defense of such action, suit, claim or proceeding on behalf of the indemnified party. Anything in this Section 6.1(c) to the contrary notwithstanding, an indemnifying party shall not be liable for the settlement of any action, suit, claim or proceeding effected without its prior written consent (which consent in the case of an action, suit, claim or proceeding exclusively seeking monetary relief shall not be unreasonably withheld or delayed). Such indemnification shall remain in full force and effect irrespective of any investigation made by or on behalf of an indemnified party.

(d)           If for any reason the indemnity under this Section 6.1 is unavailable or is insufficient to hold harmless any indemnified party under Section 6.1(a) or (b), then the indemnifying parties shall contribute to the amount paid or payable to the indemnified party as a result of any loss, claim, expense, damage or liability (or actions or proceedings, whether commenced or threatened, in respect thereof), and legal or other expenses reasonably incurred by the indemnified party in connection with investigating or defending any such loss, claim, expense, damage, liability, action or proceeding, in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Investor and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. If, however, the allocation provided in the second preceding sentence is not permitted by applicable law or provides a lesser sum to the indemnified party than the amount hereinbefore calculated, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party in such proportion as is appropriate to reflect not only such relative fault of, but also the relative benefits received by, the indemnifying party and the indemnified party as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6.1(d) were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the preceding sentences of this Section 6.1(d). Notwithstanding the foregoing, (i) in no event shall the Investor’s liability pursuant to this Section 6.1(d), when combined with the amounts paid or payable by the Investor pursuant to Section 6.1(b), be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Eligible Securities giving rise to such contribution obligation, and (ii) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(e)            Notwithstanding any other provision of this Section 6.1, to the extent that any director, trustee, officer, partner, agent, employee, or other representative (current or former) of any indemnified party is a witness in any action or proceeding, the indemnifying party agrees to pay to the indemnified party all expenses reasonably incurred by, or on the behalf of, the indemnified party and such witness in connection therewith.

(f)            All legal and other expenses reasonably incurred by or on behalf of any indemnified party in connection with investigating or defending any loss, claim, expense, damage, liability, action or proceeding which are to be borne by the indemnifying party pursuant to this Section 6.1 shall be paid by the indemnifying party in advance of the final disposition of such investigation, defense, action or proceeding within thirty (30) days after the receipt by the indemnifying party of a statement or statements from the indemnified party requesting from time to time such payment, advance or advances. The entitlement of each indemnified party to such payment or advancement of expenses shall include those incurred in connection with any action or proceeding by the indemnified party seeking an adjudication or award in arbitration pursuant to this Section 6.1. Such statement or statements shall reasonably evidence such expenses incurred by the indemnified party in connection therewith.

(g)            The termination of any proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, adversely affect the rights of any indemnified party to indemnification hereunder or create a presumption that any indemnified party violated any federal or state securities laws.

(h)            The indemnity agreements contained in this Section 6.1 shall be in addition to any other rights (to indemnification, contribution or otherwise) which any indemnified party may have pursuant to law or contract and shall remain operative and in full force and effect regardless of any investigation made or omitted by or on behalf of any indemnified party and shall survive the transfer of any Eligible Securities by the Investor.

(i)            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.

(j)            Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and the Investor under this Section 6.1 shall survive the completion of any offering of Eligible Securities in a registration statement under this Agreement.

ARTICLE VII
MISCELLANEOUS

SECTION 7.1.      No Inconsistent Agreements or Other Registration Rights.

(a)            The Company has not entered and will not enter into any agreement that is inconsistent with the rights granted to the Investor in this Agreement or that otherwise conflicts with the provisions hereof in any material respect. The rights granted to the Investor hereunder do not in any material way conflict with and are not inconsistent with the rights granted to the holders of the Company’s other issued and outstanding securities under any such agreements.

(b)            The Company represents and warrants that no Person, other than the Investor and MYT Holding LLC, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any registration statement filed by the Company for the sale of securities for its own account or for the account of any other Person.

SECTION 7.2.        Captions. The captions or headings in this Agreement are for convenience and reference only, and in no way define, describe, extend or limit the scope or intent of this Agreement.

SECTION 7.3.        Severability. If any clause, provision or section of this Agreement shall be invalid or unenforceable, the invalidity or unenforceability of such clause, provision or section shall not affect the enforceability or validity of any of the remaining clauses, provisions or sections hereof to the extent permitted by applicable law.

SECTION 7.4.        Modification and Amendment. This Agreement may not be changed, modified, discharged or amended, except by an instrument signed by all of the parties hereto.

SECTION 7.5.       Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile or .pdf signature and a facsimile or .pdf signature shall constitute an original for all purposes.

SECTION 7.6.        Entire Agreement. This Agreement constitutes the entire agreement and understanding among the parties and supersedes any prior understandings and/or written or oral agreements among them respecting the subject matter herein.

SECTION 7.7.       Assignment; Successors and Assigns. Except as set forth in the next sentence, this Agreement and the rights granted hereunder may not be transferred or assigned by the Investor without the prior written consent of the Company, which may be granted or withheld by the Company in its sole and absolute discretion. The Investor will be permitted to transfer or assign its rights under this Agreement: (i) without the prior consent of the Company, to a transferee or assignee which is a Permitted Transferee, and (ii) with the consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), to a transferee or assignee of at least 50% of the Richemont Group’s aggregate Eligible Securities originally obtained from the Company (or if the Richemont Group then owns less than 50% of such originally acquired securities, then all remaining Eligible Securities then held by the Richemont Group), it being agreed and acknowledged that, without limitation, it shall not be unreasonable for the Company to withhold its consent to a transfer or assignment if, in the reasonable and good faith judgment of the Company, the proposed transferee’s or assignee’s, as the case may be, interest in Eligible Securities would, or would be reasonably likely to, have a materially prejudicial effect on the reputation of the Company or its business; in each case, so long as the applicable transferee executes and delivers to the Company an instrument, in form and substance acceptable to the Company, agreeing to be bound by the terms of this Agreement as if it were an original party hereto. This Agreement shall inure to the benefit of and be binding upon all of the parties hereto and their respective successors and permitted assigns.

SECTION 7.8.        Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, (c) one (1) Business Day after deposit with a nationally recognized overnight courier, specifying next Business Day delivery, with written verification of receipt, or (d) immediately upon transmission of such notice via e-mail subject to confirmation of receipt by e-mail or telephone.

All notices and other communications shall be sent to the Company or the Investor, respectively, at the address and e-mail listed on the signature page hereof or at such other address as the Company or the Investor, respectively, may designate by ten (10) days’ advance written notice to the other parties hereto.

SECTION 7.9.        Specific Performance. The parties agree that, to the extent permitted by law, (a) the obligations imposed on them pursuant to this Agreement are special, unique and of an extraordinary character, and that in the event of a breach by any such party, damages would not be an adequate remedy; and (b) each of the other parties shall be entitled to specific performance and injunctive and other equitable relief in addition to any other remedy to which it may be entitled at law or in equity.

SECTION 7.10.       Governing Law; Jurisdiction. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York irrespective of the choice of laws principles thereof. The parties agree that any legal action or proceeding regarding this Agreement shall be brought and determined exclusively in a state or federal court located in the Borough of Manhattan, City of New York, State of New York.

SECTION 7.11.      Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

SECTION 7.12.      Recapitalizations, Exchanges, Etc. The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Eligible Securities, to any and all shares or units of capital stock or other equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets, conversion or otherwise) which may be issued in respect of, in exchange for or in substitution of, the Eligible Securities and shall be appropriately adjusted for any stock or unit dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused this Agreement to be executed as of the day and year first above written.

	THE COMPANY:

	MYT NETHERLANDS PARENT B.V.

	By:	/s/ Michael Kliger
	Name:	Michael Kliger
	Title:	Chief Executive Officer and Managing Director

	By:	/s/ Martin Beer
	Name:	Martin Beer
	Title:	Chief Financial Officer and Managing Director

Address:

Name:	MYT Netherlands Parent B.V.
For the attention of:	Group CFO and Chief Legal Counsel
Address:	Einsteinring 9, 85609 Aschheim, Germany
E-mail address:	[***]

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

Name:	Baker McKenzie LLP
For the attention of:	[***]
Address:	1900 North Pearl Street, Suite 1500, Dallas, Texas 75201, United States
E-mail address:	[***]

[Signature Page to Registration Rights Agreement]

	THE INVESTOR:

	RICHEMONT ITALIA HOLDING S.p.A.

	By:	/s/ Axel Meyer
	Name:	Axel Meyer
	Title:	Director

	By:	/s/ Silvia Scagnelli
	Name:	Silvia Scagnelli
	Title:	Authorised Signatory

Address:

Name:	Richemont Italia Holding S.p.A
For the attention of:	Group CFO, Chief Legal Counsel and Group Mergers & Acquisitions Director
Address:	Chemin de la Chênaie 50, 1293 Bellevue; Switzerland
E-mail address:	[***]

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

Name:	Slaughter and May
For the attention of:	[***]
Address:	Slaughter and May, One Bunhill Row, London, EC1Y 8YY, United Kingdom
E-mail address:	[***]

[Signature Page to Registration Rights Agreement]

EX-10.6 10 tm2512474d1_ex10-6.htm EXHIBIT 10.6

Exhibit 10.6

Execution Copy

LOCK-UP AGREEMENT

23rd day of April 2025

Ladies and Gentlemen:

In this letter agreement (the “Letter Agreement”), the undersigned (the “Holder”) irrevocably agrees with MYT Netherlands Parent B.V. (the “Company”) that, until the date one (1) year after the date hereof (such period, the “Restriction Period”), the undersigned will not, without the prior written consent of the Company, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, the Shares (as defined below). As used herein, “Shares” shall mean all ordinary shares of the Company (including any American Depositary Shares issued in respect thereof) beneficially owned or held by the undersigned. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act.

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Shares provided that (1) the Company receives a signed lock-up letter agreement (substantially in the form of this Letter Agreement) for the balance of the Restriction Period from each donee, trustee, distributee, or transferee, as the case may be, prior to such transfer, (2) such transfer is not required to be reported with the U.S. Securities and Exchange Commission in accordance with the Exchange Act and no report of such transfer shall be made voluntarily, and (3) neither the undersigned nor any donee, trustee, distributee or transferee, as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers, with respect to transfers:

(a)

as a bona fide gift or gifts;

(b)

to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate of the undersigned;

(c)

in the form of a distribution to limited partners, limited liability company members or stockholders of the undersigned; or

(d)

of securities purchased in open market transactions after the date hereof.

In addition, notwithstanding the foregoing, this Letter Agreement shall not restrict the delivery of Shares to the undersigned upon the exercise or vesting of any contingent value rights or other rights to acquire Shares; provided that such Shares delivered to the undersigned in connection with such exercise are subject to the restrictions set forth in this Letter Agreement.

The Holder hereby agrees that for the period beginning on the day immediately following the termination of the Restriction Period and for a period of one (1) year thereafter (the “Leak-Out Period”), the Holder shall have the right to effect open market sales of the Shares only in an aggregate daily amount of Shares not to exceed 15% of the average daily volume of the trading day on which the open market sales of the Shares occurs.

Notwithstanding the foregoing, nothing in this Letter Agreement shall restrict the Holder from offering, selling, transferring or otherwise disposing of any Shares: (a) pursuant to an underwritten public offering conducted during the Leak-Out Period pursuant to the Registration Rights Agreement, dated on or about the date hereof, between the Company and the undersigned; (b) pursuant to a bona fide third-party tender offer or exchange offer made to all holders of the Company’s Shares, consolidation, business combination, share purchase or other similar transaction or series of related transactions, in each case, that is applicable to all holders of the Company’s Shares; or (c) in accordance with any order made by a court of competent jurisdiction or as required by any applicable law or regulation.

The undersigned acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to the Company to complete the transactions contemplated by the Share Purchase Agreement dated 7th day of October 2024, between the Company and Richemont Italia Holding S.p.A., and the Company shall be entitled to specific performance of the undersigned’s obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this Letter Agreement, that the undersigned has received adequate consideration therefor.

This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company and the undersigned. This Letter Agreement and any contractual or non-contractual obligations arising out of or in connection with it, is governed by and shall be construed in accordance with the laws of the Netherlands. Any dispute in relation to this Letter Agreement must be finally settled by arbitration in Amsterdam in accordance with the Rules of Arbitration of the International Chamber of Commerce. The arbitral tribunal shall be composed of three arbitrators, to be appointed in accordance with the aforementioned Rules. The seat of arbitration shall be Amsterdam, the Netherlands. The language to be used in the arbitral proceedings if so requested by a Party shall be English. The arbitrators shall render their judgement on the basis of the rules of Law (regelen des rechts). The arbitration award shall be final and binding on the relevant Parties, and enforceable in any jurisdiction in accordance with its terms. The Parties hereby acknowledge and waive any objection to the propriety or convenience of the above seat of arbitration.

This Letter Agreement shall be binding on successors and assigns of the undersigned with respect to the Shares and any such successor or assign shall enter into a similar agreement for the benefit of the Company. This Letter Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

This Letter Agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.

*** SIGNATURE PAGE FOLLOWS***

This Letter Agreement shall become effective upon the execution hereof by the parties hereto.

On behalf of the Holder, Richemont Italia Holding S.p.A.

By:	/s/ Axel Meyer
Name: Axel Meyer
Title: Director

Date:	23 April 2025

By:	/s/ Silvia Scagnelli
Name: Silvia Scagnelli
Title: Authorised Signatory

Date:	23 April 2025

Address:

Name:	Richemont Italia Holding S.p.A
For the attention of:	Group CFO, Chief Legal Counsel and Group Mergers & Acquisitions Director
Address:	Chemin de la Chênaie 50, 1293 Bellevue; Switzerland
E-mail address:	[***]

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

Name:	Slaughter and May
For the attention of:	[***]
Address:	Slaughter and May, One Bunhill Row, London, EC1Y 8YY, United Kingdom
E-mail address:	[***]

By signing below, the Company agrees to enforce the restrictions on transfer set forth in this Letter Agreement.

MYT NETHERLANDS PARENT B.V.

By:	/s/ Michael Kliger
Name: Michael Kliger
Title: Chief Executive Officer and Managing Director

Date:	23 April 2025

By:	/s/ Martin Beer
Name: Martin Beer
Title: Chief Financial Officer and Managing Director

Date:	23 April 2025

Address for Notice:

Name:	MYT Netherlands Parent B.V.
For the attention of:	Group CFO and Chief Legal Counsel
Address:	Einsteinring 9, 85609 Aschheim, Germany
E-mail address:	[***]

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

Name:	Baker McKenzie LLP
For the attention of:	[***]
Address:	1900 North Pearl Street, Suite 1500, Dallas, Texas 75201, United States
E-mail address:	[***]

EX-10.7 11 tm2512474d1_ex10-7.htm EXHIBIT 10.7

Exhibit 10.7

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of 7 October 2024, by and among MYT Netherlands Parent B.V., a Netherlands private limited company (the “Company”) and MYT Holding LLC, a Delaware limited liability company and the direct parent of the Company (the “Investor”).

W I T N E S S E T H:

WHEREAS, the Company and the Investor are parties to that certain Registration Rights Agreement dated as of October 21, 2021 (as the same may have been amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Original Registration Rights Agreement”);

WHEREAS, the Company is entering into a share purchase agreement, dated on or around the date hereof (the “Richemont Share Purchase Agreement”), by and between the Company and Richemont Italia Holding S.p.A., a company incorporated in Italy with registered number 08158020969 (“Richemont Italia”), pursuant to which the Company desires to purchase all of the share capital of YOOX Net-a-Porter Group S.p.A. from Richemont Italia, in consideration of the issuance of Capital Stock of the Company to Richemont Italia;

WHEREAS, in order to facilitate the transactions contemplated by the Richemont Share Purchase Agreement, the Company and the Investor desire to amend and restate the Original Registration Rights Agreement as set forth herein;

WHEREAS, Section 7.4 of the Original Registration Rights Agreement provides that the Original Registration Rights Agreement may be amended by an instrument signed by all of the parties thereto; and

WHEREAS, the Company and the Investor represent all of the parties to the Original Registration Rights Agreement.

NOW THEREFORE, in consideration of the mutual covenants and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to and on the terms and conditions herein set forth, the parties hereto agree that, effective as of Completion (as defined in the Richemont Share Purchase Agreement) in accordance with the terms and conditions set forth in the Richemont Share Purchase Agreement as in effect on the date hereof, without any further action of the parties hereto, the Original Registration Rights Agreement shall be amended and restated in its entirety as follows:

ARTICLE I

CERTAIN DEFINITIONS

1.1   “Affiliates” has the meaning set forth in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

1.2   “Agreement” is defined in the preamble of this Agreement.

1.3   “Blackout Period” is defined in Section 4.3(a).

1.4   “Business Day” means any day on which the New York Stock Exchange or such other securities exchange as the Capital Stock is listed is open for trading.

1.5   “Capital Stock” means the common equity interests in the Company.

1.6   “Company” is defined in the preamble of this Agreement and shall include any successor thereto.

1.7   “Effectiveness Period” is defined in Section 3.1(a).

1.8   “Eligible Securities” means all or any portion of Capital Stock held by, acquired or that may be acquired by the Investor or its designee and any other securities issued or issuable with respect to, on account of or in exchange for Eligible Securities, whether by stock split, stock dividend, recapitalization, merger, charter amendment or otherwise that are held by the Investor or its designee. Eligible Securities shall cease to be Eligible Securities when (i) a registration statement with respect to the sale of such Eligible Securities shall have become effective under the Securities Act and such Eligible Securities shall have been disposed of in accordance with such registration statement, (ii) such Eligible Securities shall have been otherwise transferred pursuant to Rule 144 (or any successor rule) or pursuant to another applicable exemption from registration under the Securities Act to a Person that is not the Investor or a designee thereof, new certificates for such Eligible Securities not bearing a legend restricting further transfer shall have been delivered by the Company and such Eligible Securities shall be freely transferable to the public (without limitations on volume) without registration under the Securities Act or (iii) such Eligible Securities are no longer outstanding.

1.9   “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder.

1.10 “Excluded Registration” means (i) a registration relating solely to the sale of securities to participants in a Company share plan, (ii) a registration related to a transaction covered by Rule 145 under the Securities Act, (iii) a registration in which the only shares being registered are Capital Stock issuable upon conversion of debt securities which are also being registered, or (iv) a registration on Form S-8 or Form S-4 to the extent not otherwise covered in sub-clauses (i) or (ii) hereof.

1.11 “Information Blackout” is defined in Section 4.3(a).

1.12 “Investor” is defined in the preamble of this Agreement.

1.13 “Lock-up Agreement” means the lock-up agreement to be entered into between the Company and Richemont Italia as of Completion (as defined in the Richemont Share Purchase Agreement) in the form attached to the Richemont Share Purchase Agreement.

1.14 “Maximum Number of Securities” is defined in Section 4.2(d).

1.15 “Other Securities” means securities issued by the Company having terms substantially similar to Eligible Securities for public resale under the Securities Act by any holder of registration rights, pursuant to a registration rights agreement entered into by it with the Company on or after the date of this Agreement.

1.16 “Person” means an individual, a partnership (general or limited), corporation, real estate investment trust, joint venture, business trust, cooperative, limited liability company, association or other form of business organization, whether or not regarded as a legal entity under applicable law, a trust (inter vivos or testamentary), an estate of a deceased, insane or incompetent person, a quasi-governmental entity, a government or any agency, authority, political subdivision or other instrumentality thereof, or any other entity.

1.17 “Permitted Transferees” means any Affiliate of the Investor that has become a party hereto in accordance with Section 7.7.

1.18 “Registration Delay” is defined in Section 4.3(a).

1.19 “Registration Expenses” means all expenses incurred in connection with the Company’s performance of or compliance with the registration requirements set forth in this Agreement, including, without limitation, the following: (i) the fees, disbursements and expenses of the Company’s counsel(s) (United States and foreign), accountants, experts and other persons retained by the Company in connection with the registration, offering and sale of Eligible Securities to be disposed of under the Securities Act (including the expenses of any special audit and “comfort” letters required by or incident to such performance); (ii) all expenses in connection with the preparation, printing and filing of any registration statement, any preliminary prospectus, final prospectus or free writing prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to the underwriters and dealers; (iii) the cost of printing or producing any agreement(s) among underwriters, underwriting agreement(s) and blue sky or legal investment memoranda, any selling agreements and any other documents in connection with the offering, sale or delivery of Eligible Securities to be disposed of; (iv) all expenses in connection with the qualification of Eligible Securities to be disposed of for offering and sale under state securities laws (v) the filing fees incident to securing any required review by the Financial Industry Regulatory Authority (or any successor thereto) of the terms of the sale of Eligible Securities to be disposed of; (vi) SEC and blue sky registration fees attributable to Eligible Securities ; (vii) the fees and expenses incurred in connection with the listing of Eligible Securities on each securities exchange or quotation system on which the Company’s equity securities are then listed and all rating agency fees; (viii) the reasonable fees and disbursements of counsel to the Investor (as well as local counsel) selected by the Investor; (ix) the reasonable fees and disbursements of underwriters customarily paid by the issuers or sellers of securities, including Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice; and (x) all expenses related to the “road-show” for any underwritten offering, including all travel, meals and lodging, to the extent not borne by the underwriters; provided, however, that Registration Expenses with respect to any registration pursuant to this Agreement shall not include underwriting discounts or commissions attributable to Eligible Securities or transfer taxes applicable to Eligible Securities .

1.20 “Registration Request Notice” is defined in Section 2.1.

1.21 “Relationship Agreement” means the relationship agreement to be entered into between the Company and Richemont Italia as of Completion (as defined in the Richemont Share Purchase Agreement) in the form attached to the Richemont Share Purchase Agreement.

1.22 “Richemont Group” means Compagnie Financière Richemont S.A. and its subsidiaries and subsidiary undertakings from time to time, and/or any successor or permitted transferee or assignee thereof that has agreed to be bound by the registration rights agreement to be entered into between the Company and Richemont Italia as of Completion (as defined in the Richemont Share Purchase Agreement) in the form attached to the Richemont Share Purchase Agreement, as if it were an original party thereto.

1.23 “Richemont Director” means the director that has been appointed to the supervisory board of the Company from time to time pursuant to a nomination by Richemont Italia in accordance with the terms of the Relationship Agreement.

1.24 “Richemont Securities” means any shares of Capital Stock beneficially owned by any member of the Richemont Group.

1.25 “SEC” means the United States Securities and Exchange Commission.

1.26 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the relevant time.

1.27 “Shelf Registration Statement” is defined in Section 3.1(a).

ARTICLE II

REGISTRATION REQUEST

SECTION 2.1.        Request. From and after the date of this Agreement and subject to Section 4.3 and the cutback provisions of Section 4.2 (if applicable), upon written request from the Investor requesting that the Company effect the registration under the Securities Act of all or part of the Eligible Securities held by the Investor, which notice may be delivered at any time after the date of this Agreement and which notice shall specify the intended method or methods of disposition of such Eligible Securities (the “Registration Request Notice”), unless such Eligible Securities are included in a currently effective registration statement of the Company permitting the resale of such Eligible Securities in the manner contemplated by the Investor, the Company will use its reasonable best efforts to (as promptly as practicable) file the appropriate registration statement under the Securities Act with the SEC and (as promptly as reasonably practicable, but in any event within 180 days of such request) cause such registration statement to be declared effective by the SEC and to permit the disposition of such Eligible Securities in accordance with the intended method or methods of disposition stated in such request; provided, that:

(a)          if the Company shall have previously caused a registration statement to be declared effective by the SEC with respect to Eligible Securities pursuant to Article III, the Company shall not be required to cause a subsequent registration statement to be declared effective by the SEC pursuant to this Article II until a period of ninety (90) days shall have elapsed from the effective date of such previous registration statement; and

(b)          the Company shall not be required to effect (i) more than three (3) registrations pursuant to this Article II in any calendar year or (ii) a registration of Eligible Securities, the fair market value of which on the date of receipt by the Company of the Registration Request Notice is less than $25 million.

SECTION 2.2. Company Registration. If the Company proposes to register (including for this purpose a registration effected by the Company for holders of Capital Stock other than the Investor) any of its Capital Stock (or any equity securities exercisable for, convertible into or exchangeable for Capital Stock, or other securities issued by it having terms substantially similar to Eligible Securities) under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall promptly (and in any event at least twenty-five (25) days prior to such registration) give the Investor and the Richemont Director written notice of such registration (including any shelf registration) and confirm such notice by telephone on the same day. Upon the written request of the Investor given within twenty (20) days after such notice is given by the Company in accordance with Section 7.8, but subject to the cutback provisions of Section 4.2, the Company shall cause to be registered under the Securities Act all of the Eligible Securities that the Investor has requested to be included in such registration (including any shelf registration).

SECTION 2.3. Expenses. The Company shall bear all Registration Expenses in connection with any registration pursuant to this Article II, whether or not such registration statement becomes effective.

SECTION 2.4. Other Registration. No registration of Eligible Securities effected under this Article II shall relieve the Company of its obligation (if any) to effect registration of other Eligible Securities pursuant to Article III.

ARTICLE III

SHELF REGISTRATION

SECTION 3.1.       Shelf Registration Statement.

(a)            Shelf Registration Statement. From and after the date of this Agreement and subject to Section 4.3 and the cutback provisions of Section 4.2 (if applicable), the Company shall, upon request of the Investor, as promptly as reasonably practicable file with the SEC a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act covering the resale of all of the Eligible Securities (the “Shelf Registration Statement”). The Shelf Registration Statement shall be on the appropriate form permitting registration of such Eligible Securities for resale by the Investor in the manner or manners designated by it (including, without limitation, one or more underwritten offerings). The Company will notify the Investor when such Shelf Registration Statement has become effective. The Company shall not be required to maintain in effect more than one shelf registration at any one time pursuant to this Section 3.1(a). The Company shall (subject to the limitations on registration obligations of the Company set forth in Articles II and III, which shall be applicable with respect to the Shelf Registration) use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing of the Shelf Registration Statement, or automatically if the Company is eligible to file an automatically effective shelf registration statement, and to keep the Shelf Registration Statement continuously effective under the Securities Act until the date (“Effectiveness Period”) when all Eligible Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement.

(b)            Shelf Offerings. Subject to Section 4.3, the Investor shall have the right to conduct an unlimited number of offerings under the Shelf Registration Statement, including underwritten offerings; provided, that the Company shall have no obligation to effect more than one underwritten offering until a period of ninety (90) days shall have elapsed from the completion of the most recent underwritten offering, whether for the benefit of the Company, the Investor or Richemont Group.

(c)            Withdrawal of Stop Orders. If the Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the securities registered thereunder), the Company shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof.

(d)            Supplement and Amendments. Subject to Section 4.3, the Company shall promptly supplement and amend the Shelf Registration Statement and the prospectus included therein if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration Statement or by the Securities Act.

(e)            Other Shares. Except with respect to Richemont Securities, in no event shall the Company agree to register any Other Securities for resale by any Persons other than the Investor in any registration statement filed pursuant to this Section 3.1 without the express written consent of the Investor, which consent shall be entirely discretionary. Notwithstanding the immediately preceding sentence, the Company may agree to register any Richemont Securities for resale in any registration filed pursuant to Section 2.1 or this Section 3.1 so long as, in the case of an underwritten offering, the applicable member of the Richemont Group agrees to the following terms and conditions: (i) the Investor shall retain the right to select the managing underwriter(s) for an underwritten offering pursuant to Sections 2.1 or 3.1 in accordance with Section 4.2(a), (ii) the applicable member of the Richemont Group shall become a party to and make the representations, warranties and other agreements set forth in the underwriting agreement entered into in respect of such underwritten offering pursuant to Sections 2.1 or 3.1 in accordance with Section 4.2(b) to the same extent as the Investor, provided such representations, warranties and other agreements are the same as those customarily made by selling shareholders in secondary underwritten public offerings and provided further that the applicable member of the Richemont Group shall not be required to make any representations or warranties to the Company or the underwriters regarding its knowledge about the Company, and (iii) the Company shall not be required to include any of the Richemont Securities in such underwritten offering pursuant to Sections 2.1 or 3.1 unless the applicable member of the Richemont Group accepts the terms of the underwriting agreement entered into between the Company and the underwriters and then only in such quantity as determined pursuant to Sections 4.2(e) (if applicable). The Company shall not amend or waive any provision of the Lock-up Agreement except with the prior written consent of the Investor (such consent may be withheld, conditioned or delayed in the Investor’s sole discretion).

(f)             Other Registrations. Notwithstanding any other provisions contained herein to the contrary, the Company shall not be required to effect any shelf registration or to keep any Shelf Registration Statement effective pursuant to this Section 3.1 if the Investor exercise its right to request a demand registration pursuant to Article II and such demand registration includes all of the Eligible Securities owned by the Investor and such securities are sold pursuant to such demand registration.

(g)            Expenses. The Company shall bear all Registration Expenses in connection with any shelf registration pursuant to this Section 3.1, whether or not such shelf registration becomes effective.

ARTICLE IV

PROCEDURES

SECTION 4.1.        Registration and Qualification. If and whenever the Company is required to use all reasonable best efforts to effect the registration of any Eligible Securities under the Securities Act as provided in Articles II or III, and subject to the limitations set forth in Sections 2.1 and 3.1, the Company will, as promptly as is practicable:

(a)            prepare, file and use all reasonable best efforts to cause to become effective and to remain continuously effective a registration statement under the Securities Act regarding the Eligible Securities to be offered;

(b)            prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Eligible Securities until such time as all of such Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Investor set forth in such registration statement; (c)            furnish to the Investor and to any underwriter of such Eligible Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case, including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents as the Investor or such underwriter may reasonably request;

(d)            use all reasonable best efforts to register or qualify all Eligible Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as the Investor or any underwriter of such Eligible Securities shall reasonably request, and use all reasonable best efforts to do other acts and things which may be reasonably requested by the Investor or any underwriter to consummate the disposition in such jurisdictions of the Eligible Securities covered by such registration statement, except the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, or to subject itself to taxation on its income in any jurisdiction where it is not then subject to taxation, or to consent to general service of process in any jurisdiction where it is not then subject to service of process;

(e)            use all reasonable best efforts to list the Eligible Securities on each national securities exchange or quotation system on which the Capital Stock is then listed, if the listing of such securities is then permitted under the rules of such exchange;

(f)             notify the Investor as soon as reasonably practicable and, if requested by the Investor, confirm such notice in writing:

(i)            (A) when a prospectus, any prospectus supplement or free writing prospectus or post-effective amendment is proposed to be filed in respect of a registration statement filed pursuant to this Agreement, and (B) with respect to such registration statement or any post-effective amendment thereto, when the same has become effective;

(ii)           of any written comments from the SEC with respect to any filing and of any request by the SEC or any other federal or state governmental authority for amendments or supplements to such registration statement or related prospectus or for additional information related thereto;

(iii)          of the issuance by the SEC, any state securities commission, any other governmental agency or any court of any stop order, order or injunction suspending or enjoining the use or effectiveness of any registration statement filed pursuant to this Agreement or the initiation of any proceedings for that purpose;

(iv)          of the receipt by the Company of any notification with respect to the suspension of qualification or exemption from qualification of any of the Eligible Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose;

(v)           of the existence of any fact or the happening of any event that makes any statement of material fact made in any registration statement filed pursuant to this Agreement or related prospectus untrue in any material respect, or that requires the making of any changes in such registration statement or prospectus so that, in the case of the registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and that, in the case of the prospectus, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (vi)           of the determination by the Company that a post-effective amendment to a registration statement filed pursuant to this Agreement will be filed with the SEC; and

(g)            (i) upon the occurrence of any event contemplated by Sections 4.1(f)(ii), (iii) or (iv), use its reasonable best efforts to respond to such comments, prepare such amendment or supplement, furnish such additional information, or obtain the withdrawal of such stop order, order, injunction or suspension of qualification or exemption, as applicable, as promptly as practicable, and (ii) upon the occurrence of any event contemplated by Section 4.1(f)(v), at the request of the Investor, prepare and furnish to the Investor as many copies as requested of a supplement or amendment, including, if appropriate, a post-effective amendment to the registration statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, such prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SECTION 4.2.       Underwriting.

(a)            If the Investor so elects, an offering pursuant to Sections 2.1 or 3.1 under this Agreement shall, by written notice delivered to the Company, be in the form of an underwritten offering, provided that the Company shall have no obligation to effect more than one underwritten offering until a period of ninety (90) days shall have elapsed from the completion of the most recent underwritten offering, whether for the benefit of the Company, the Investor or the Richemont Group. With respect to any such underwritten offering, the Investor shall select an investment banking firm of international standing to be the managing underwriter for the offering, which firm shall be reasonably acceptable to the Company, following which selection the Company and the Investor shall cooperate to effect such transaction as promptly as reasonably practicable.

(b)            In the case of an underwritten offering pursuant to Sections 2.1 or 3.1, the Company will enter into and perform its obligations under an underwriting agreement with the underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, which may include, without limitation, indemnities and contribution to the effect and to the extent provided in Article VI and the provision of opinions of counsel and accountants’ letters as are customarily delivered by issuers to underwriters in secondary underwritten public offerings of securities. The holders of Eligible Securities on whose behalf such securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of such securities, but only to the extent such representations and warranties and other agreements are customarily made by issuers to selling stockholders in secondary underwritten public offerings, and the holders of Eligible Securities included in such underwritten registration shall be required to make representations or warranties to, and other agreements with, the Company and the underwriters in connection with such underwriting agreement as are customarily made by selling stockholders in secondary underwritten public offerings; provided, however, that no holder of Eligible Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters regarding such holder’s knowledge about the Company or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section 7.1(b), or to the underwriters with respect thereto, except to the extent of the indemnification being given to the Company and its controlling Persons in Section 7.1(b).

(c)            In the event that any registration pursuant to Articles II or III shall involve, in whole or in part, an underwritten offering, the Company will, if requested by the Investor or the underwriters in such offering, cause the appropriate officers of the Company to attend and participate in “road shows” and other information meetings, if any, organized by the underwriters, as reasonably requested; provided, that the Company shall have no obligation to participate in more than four (4) “road shows” in any twelve (12) consecutive month period, whether for the benefit of the Company, the Investor or the Richemont Group, and such participation shall not unreasonably interfere with the business operations of the Company.

(d)            In connection with any offering pursuant to Section 2.2 involving an underwriting of shares of the Company’s share capital, the Company shall not be required to include any of the Investor’s Eligible Securities in such offering unless the Investor accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company and then only in such quantity as the managing underwriter(s) in such underwritten offering determine in good faith in its or their sole discretion, and advise the Company in writing, will not exceed the number of securities that can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering (the “Maximum Number of Securities”). If the total number of securities, including the Eligible Securities requested by the Investor to be included in such offering, exceeds the Maximum Number of Securities, then the Company shall include in such offering (x) first, the Capital Stock or other equity securities, if any, of the Company that the Company proposes to sell, that in the good faith opinion of such managing underwriter(s) can be sold without exceeding the Maximum Number of Securities, (y) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (x), the Capital Stock of the Investor and, if applicable, the Richemont Group (allocated pro rata between them on the basis of the number of Capital Stock owned by each of them at the time of the determination of the Maximum Number of Securities or in such manner as they may otherwise agree) that, in the good faith opinion of such managing underwriter(s), can be sold without exceeding the Maximum Number of Securities and (z) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (x) and (y), the Capital Stock or other equity securities, if any, of the Company requested to be included therein by other Persons, allocated among such holders in such manner as they may agree, that, in the good faith opinion of such managing underwriter(s), can be sold without exceeding the Maximum Number of Securities.

SECTION 4.3.        Blackout Periods.

(a) (i) At any time when a registration statement effected pursuant to Articles II or III relating to Eligible Securities is effective, upon written notice from the Company to the Investor that the Board of Directors of the Company has determined in good faith, with the advice of counsel, that the Investor’s sale of Eligible Securities pursuant to the registration statement would be reasonably likely to require disclosure of non-public material information the disclosure of which would not otherwise be required to be disclosed and would be reasonably likely to have a material adverse effect on the Company (an “Information Blackout”), the Investor shall suspend sales of Eligible Securities pursuant to such registration statement and (ii) if, while a registration request is pending pursuant to Articles II or III, the Board of Directors of the Company determines that an Information Blackout is required, or that any such filing or the offering of any Eligible Securities would be reasonably likely to materially adversely affect or materially delay any proposed material financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company, the Company shall deliver to the Investor a certificate to such effect signed by its Chief Executive Officer or Chief Financial Officer, and the Company shall not be required to file a registration statement, prospectus or any amendment or any supplement thereto pursuant to Articles II or III (a “Registration Delay”); provided, that any such suspension or postponement under (i) and (ii) of this Section 4.3(a) shall only continue until the earliest of:

(1)            the date upon which such material information is disclosed to the public or ceases to be material;

(2)            sixty (60) days after the Company’s delivery of such written notice to the Investor;

(3)            in the case of clause (i) above, such time as the Company notifies the Investor that sales pursuant to such registration statement may be resumed; and

(4)            in the case of clause (ii) above, the date upon which the financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction referred to therein concludes.

The number of days from such suspension of sales by the Investor until the day when such sales may be resumed under clause (1), (2) or (3) hereof, or from the date of a notice of a Registration Delay until the date such affected registration process resumes under clause (1), (2) or (4) hereof, shall be called a “Blackout Period”. In no event may the Company deliver more than two (2) notices, collectively, of an Information Blackout and/or a Registration Delay in any twelve (12) consecutive month period, and the aggregate number of days in which any Blackout Periods may be in effect in any twelve (12) consecutive month period shall not exceed ninety (90) days.

(b)            Any delivery by the Company of a written notice of a Registration Delay following a registration request by the Investor pursuant to Section 2.1 or by the Investor pursuant to Section 3.1, and before the effectiveness of the related registration statement, or of a written notice of an Information Blackout during the sixty (60) days immediately following effectiveness of any registration statement effected pursuant to Article II, shall give the Investor the right, by written notice to the Company within twenty (20) Business Days after the end of such Blackout Period, to cancel such registration and obtain one additional registration right during such calendar year under Article II.

(c)            The Company shall not effect any public offering of its securities during any Blackout Period other than in connection with such proposed transaction described in Section 4.3(a).

SECTION 4.4 .       Qualification for Rule 144 Sales. The Company covenants that it will use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the written request of the Investor, use its reasonable best efforts to make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 under the Securities Act), and it will use its reasonable best efforts to take any such further action as reasonably requested by the Investor, all to the extent required from time to time to enable the Investor to sell Eligible Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144, Rule 144A or Regulation S under the Securities Act, as each may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of the Investor, the Company will deliver to the Investor a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

ARTICLE V

PREPARATION; REASONABLE INVESTIGATION

ARTICLE VI

INDEMNIFICATION

(a)            In the event of any registration of Eligible Securities hereunder, the Company will, and hereby does, indemnify and hold harmless, the Investor, its respective directors, trustees, officers, partners, agents, and employees and each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Investor or any such underwriter within the meaning of the Securities Act, against any and all losses, claims, damages, expenses or liabilities, joint or several, actions or proceedings (whether commenced or threatened) in respect thereof, to which each such indemnified party may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement contemplated hereby under which Eligible Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement to the foregoing, in light of the circumstances in which they were made) not misleading, and the Company will reimburse the Investor and each such director, trustee, officer, partner, agent, or employee, underwriter and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, expense, liability, action, or proceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability (or action or proceeding in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Investor or underwriter specifically for inclusion in such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement.

(b)            The Investor will, and hereby does, indemnify and hold harmless the Company, its directors, officers, employees, agents and each Person who participates as an underwriter in the offering or sale of such securities, and each Person, if any, who controls the Company within the meaning of the Securities Act against any and all losses, claims, damages, expenses or liabilities, joint or several, actions or proceedings (whether commenced or threatened) in respect thereof, to which each such indemnified party may become subject under the Securities Act or otherwise insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact in such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, required to be stated therein or necessary to make the statements therein (in the case of any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement to the foregoing, in light of the circumstances in which they were made) not misleading, but only to the extent that such statement or omission was made in reliance upon and, in conformity with, written information furnished by or on behalf of the Investor to the Company specifically for inclusion in such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Eligible Securities to the Person asserting such loss, claim, damage, liability or expense. In no event shall the liability of the Investor hereunder be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Eligible Securities giving rise to such indemnification obligation.

(c)            Promptly after receipt by any indemnified party hereunder of notice of the commencement of any action or proceeding involving a claim referred to in Section 6.1(a) or (b), the indemnified party will notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party under Section 6.1(a) or (b) (except to the extent that it has been prejudiced in any material respect by such failure). In case any such action, suit, claim or proceeding is brought against any indemnified party, the indemnifying party shall be entitled to participate therein and, to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such suit, action, claim or proceeding, (ii) the indemnifying party shall not have employed counsel to take charge of the defense of such action, suit, claim or proceeding within a reasonable time after notice of commencement of the action, suit, claim or proceeding, or (iii) such indemnified party shall have reasonably concluded, based on the advice of counsel, that there may be defenses available to it which are different from or additional to those available to the indemnifying party which, if the indemnifying party and the indemnified party were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified party. If any of the events specified in clauses (i), (ii) or (iii) of the preceding sentence shall have occurred or shall otherwise be applicable, then the reasonable fees and expenses of one counsel selected by a majority in interest of the indemnified parties (and up to one local counsel to the extent reasonably necessary) shall be borne by the indemnifying party. If, in any case specified in the foregoing clauses (i), (ii) or (iii), the indemnified party employs separate counsel, the indemnifying party shall not have the right to direct the defense of such action, suit, claim or proceeding on behalf of the indemnified party. Anything in this Section 6.1(c) to the contrary notwithstanding, an indemnifying party shall not be liable for the settlement of any action, suit, claim or proceeding effected without its prior written consent (which consent in the case of an action, suit, claim or proceeding exclusively seeking monetary relief shall not be unreasonably withheld or delayed). Such indemnification shall remain in full force and effect irrespective of any investigation made by or on behalf of an indemnified party.

(d)            If for any reason the indemnity under this Section 6.1 is unavailable or is insufficient to hold harmless any indemnified party under Section 6.1(a) or (b), then the indemnifying parties shall contribute to the amount paid or payable to the indemnified party as a result of any loss, claim, expense, damage or liability (or actions or proceedings, whether commenced or threatened, in respect thereof), and legal or other expenses reasonably incurred by the indemnified party in connection with investigating or defending any such loss, claim, expense, damage, liability, action or proceeding, in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Investor and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. If, however, the allocation provided in the second preceding sentence is not permitted by applicable law or provides a lesser sum to the indemnified party than the amount hereinbefore calculated, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party in such proportion as is appropriate to reflect not only such relative fault of, but also the relative benefits received by, the indemnifying party and the indemnified party as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6.1(d) were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the preceding sentences of this Section 6.1(d). Notwithstanding the foregoing, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(e)            Notwithstanding any other provision of this Section 6.1, to the extent that any director, trustee, officer, partner, agent, employee, or other representative (current or former) of any indemnified party is a witness in any action or proceeding, the indemnifying party agrees to pay to the indemnified party all expenses reasonably incurred by, or on the behalf of, the indemnified party and such witness in connection therewith.

(f)            All legal and other expenses reasonably incurred by or on behalf of any indemnified party in connection with investigating or defending any loss, claim, expense, damage, liability, action or proceeding which are to be borne by the indemnifying party pursuant to this Section 6.1 shall be paid by the indemnifying party in advance of the final disposition of such investigation, defense, action or proceeding within thirty (30) days after the receipt by the indemnifying party of a statement or statements from the indemnified party requesting from time to time such payment, advance or advances. The entitlement of each indemnified party to such payment or advancement of expenses shall include those incurred in connection with any action or proceeding by the indemnified party seeking an adjudication or award in arbitration pursuant to this Section 6.1. Such statement or statements shall reasonably evidence such expenses incurred by the indemnified party in connection therewith.

(g)            The termination of any proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, adversely affect the rights of any indemnified party to indemnification hereunder or create a presumption that any indemnified party violated any federal or state securities laws.

(h)            The indemnity agreements contained in this Section 6.1 shall be in addition to any other rights (to indemnification, contribution or otherwise) which any indemnified party may have pursuant to law or contract and shall remain operative and in full force and effect regardless of any investigation made or omitted by or on behalf of any indemnified party and shall survive the transfer of any Eligible Securities by the Investor.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1.        No Inconsistent Agreements. The Company has not entered and will not enter into any agreement that is inconsistent with the rights granted to the Investor in this Agreement or that otherwise conflicts with the provisions hereof in any material respect. The rights granted to the Investor hereunder do not in any material way conflict with and are not inconsistent with the rights granted to the holders of the Company’s other issued and outstanding securities under any such agreements.

SECTION 7.2.        Captions. The captions or headings in this Agreement are for convenience and reference only, and in no way define, describe, extend or limit the scope or intent of this Agreement.

SECTION 7.3.        Severability. If any clause, provision or section of this Agreement shall be invalid or unenforceable, the invalidity or unenforceability of such clause, provision or section shall not affect the enforceability or validity of any of the remaining clauses, provisions or sections hereof to the extent permitted by applicable law.

SECTION 7.4.        Modification and Amendment. This Agreement may not be changed, modified, discharged or amended, except by an instrument signed by all of the parties hereto.

SECTION 7.5.        Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile or.pdf signature and a facsimile or.pdf signature shall constitute an original for all purposes.

SECTION 7.6.        Entire Agreement. This Agreement constitutes the entire agreement and understanding among the parties and supersedes any prior understandings and/or written or oral agreements among them respecting the subject matter herein.

SECTION 7.7.        Assignment; Successors and Assigns. Except as set forth in the next sentence, this Agreement and the rights granted hereunder may not be assigned by the Investor without the prior written consent of the Company, which may be granted or withheld by the Company in its sole and absolute discretion. The Investor will be permitted to assign its rights under this Agreement to its Permitted Transferees, so long as the applicable transferee executes and delivers to the Company an instrument, in form and substance acceptable to the Company, agreeing to be bound by the terms of this Agreement as if it were an original party hereto. This Agreement shall inure to the benefit of and be binding upon all of the parties hereto and their respective successors and permitted assigns.

SECTION 7.8.        Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (c) one (1) Business Day after deposit with a nationally recognized overnight courier, specifying next Business Day delivery, with written verification of receipt, or (d) immediately upon transmission of such notice via e-mail subject to confirmation of receipt by e-mail or telephone.

All notices and other communications shall be sent to the Company or the Investor, respectively, at the address and e-mail listed on the signature page hereof or at such other address as the Company or the Investor, respectively, may designate by ten (10) days’ advance written notice to the other parties hereto.

SECTION 7.9.        Specific Performance. The parties agree that, to the extent permitted by law, (a) the obligations imposed on them pursuant to this Agreement are special, unique and of an extraordinary character, and that in the event of a breach by any such party, damages would not be an adequate remedy; and (b) each of the other parties shall be entitled to specific performance and injunctive and other equitable relief in addition to any other remedy to which it may be entitled at law or in equity.

SECTION 7.10.      Governing Law; Jurisdiction. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York irrespective of the choice of laws principles thereof. The parties agree that any legal action or proceeding regarding this Agreement shall be brought and determined exclusively in a state or federal court located within the State of New York.

SECTION 7.11.      Recapitalizations, Exchanges, Etc. The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Eligible Securities, to any and all shares or units of capital stock or other equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets, conversion or otherwise) which may be issued in respect of, in exchange for or in substitution of, the Eligible Securities and shall be appropriately adjusted for any stock or unit dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof.

SECTION 7.12.      Termination of Richemont Share Purchase Agreement. In the event that the Richemont Share Purchase Agreement is terminated for any reason prior to Completion (as defined therein), this Agreement will immediately and automatically, without any further action by any party hereto, terminate and become void and of no further force and effect without any liability or obligation on the part of any party hereto, and the terms and conditions of the Original Registration Rights Agreement will be reinstated.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused this Agreement to be executed as of the day and year first above written.

	THE COMPANY:

	MYT NETHERLANDS PARENT B.V.

	By:	/s/ Michael Kliger
	Name:	Michael Kliger
	Title:	CEO

	By:	/s/ Martin Beer
	Name:	Martin Beer
	Title:	CFO

	Address:	Einsteinring 9
		85609 Ashheim/Munich
		Germany
	E-mail: [***]
	Telephone Number: [***]

[Signature Page to Registration Rights Agreement]

	THE INVESTOR:

	MYT HOLDING LLC

	By:	/s/ Christopher Bryan
	Name:	Christopher Bryan
	Title:	Authorized Officer

	Address:	[***]
		[***]
		Charlotte, NC 28278
		USA

	E-mail: [***]
	Telephone Number: [***]

[Signature Page to Registration Rights Agreement]

EX-10.8 12 tm2512474d1_ex10-8.htm EXHIBIT 10.8

Exhibit 10.8

Execution Version

VOTING AGREEMENT

dated

7 October 2024

MYT HOLDING LLC

MYT Holding

and

MYT NETHERLANDS PARENT B.V.

Company

Baker & McKenzie Amsterdam N.V.

Attorneys at law, Tax advisors and Civil-law notaries

Claude Debussylaan 54

1082 MD Amsterdam

The Netherlands
www.bakermckenzie.nl

Voting Agreement

This agreement (the “Agreement”) is dated 7 October 2024

Between

(1)

MYT Holding LLC, a limited liability company organized and existing under the laws of Delaware, United States of America, having its registered office at 251 Little Falls Drive Wilmington, Delaware 19808, United States of America and registered with the Secretary of State of the State of Delaware under number 7375244 (“MYT Holding”); and

(2)

MYT Holding and the Company hereinafter also collectively referred to as the “Parties” and each individually also as a “Party”.

Background

A.	At the date of this Agreement, MYT Holding is the majority shareholder of the Company and its American Depositary Shares on the date of this Agreement are listed on the New York Stock Exchange under the ticker symbol “MYTE” (the “MyT Shares”).

On or about the date of this Agreement, the Company intends to enter into a share purchase agreement (the “SPA”) with Richemont Italia Holding S.p.A., a company incorporated in Italy with registered number 08158020969 and whose registered office is at Via Benigno Crespi 26, Milan, Italy (“Richemont”), in connection with the proposed acquisition of 100% of the shares in Yoox Net-A-Porter Group S.p.A., a joint stock company (società per azioni) incorporated under the laws of Italy, having its registered office at Via Morimondo 17, Milan, 20143, Italy, fiscal code, VAT no. and registration with the Companies’ Register of Milano, Monza-Brianza, Lodi no. 02050461207 (“YNAP”), and in exchange for the acquisition of the YNAP shares, the Company shall issue a certain number of shares in its share capital to Richemont (the “Transaction”).

As part of the Transaction, it is contemplated that, at Completion (as defined in the SPA), the Company and Richemont enter into a relationship agreement (the “Relationship Agreement”), pursuant to which, among others, Richemont shall have the right to nominate one (1) individual for appointment as a member of the Company’s supervisory board (the “Richemont Nominee”), subject to the terms and conditions of such Relationship Agreement.

D.	Pursuant to the SPA, Richemont shall have the right to nominate a Richemont Nominee prior to Completion (the “Initial Richemont Nominee”), with the appointment of the Initial Richemont Nominee to take effect from Completion.

E.	Richemont intends to nominate an individual to serve as the Initial Richemont Nominee or the Richemont Nominee (as applicable).

F.	Members of the Company’s supervisory board are appointed by a resolution to that effect of the general meeting of shareholders (“General Meeting”) pursuant to article 23.1 of the Company’s articles of association.

It is contemplated that items will be placed on the agenda on future General Meetings with regards to the appointment of the Richemont Nominee or the Initial Richemont Nominee (as applicable) as a member of the Company’s supervisory board, subject to Completion (as defined in the SPA) occurring (a “Proposed Resolution”).

H.	MYT Holding has agreed to enter into this Agreement to undertake with the Company to vote in favour of all Proposed Resolutions, upon the terms and subject to the conditions set forth in this Agreement.

IT IS AGREED as follows:

1.	Undertaking

1.1	Subject to and conditional upon the nomination by Richemont of an individual for appointment to the Company’s supervisory board being made in accordance with the terms and conditions of:

(i)

clause 4.18 of the SPA, in respect of the nomination by Richemont of the Initial Richemont Nominee, or

(ii)

the Relationship Agreement (in the form attached to the SPA as in effect on the date of this Agreement), including such individual satisfying the standards set forth in Section 3.3 of the Relationship Agreement, in respect of the nomination by Richemont of a Richemont Nominee following Completion;

MYT Holding hereby undertakes to the Company to vote in person or by proxy at any General Meeting in which a Proposed Resolution is placed on the agenda and to cast or procure that all votes attaching to any and all shares in the capital of the Company held directly or indirectly by or on behalf of MYT Holding, insofar as the voting rights attached to such shares are vested in the holder of such shares, are cast:

(a)

in favour of the Proposed Resolution;

(b)

against any resolution or proposal to adjourn such General Meeting prior to a vote being taken on the Proposed Resolution; and

(c)

against any resolution or proposal to dismiss the Initial Richemont Nominee or a Richemont Nominee (and to not submit a proposal to dismiss such individual), unless in accordance with the Relationship Agreement (in the form attached to the SPA as in effect on the date of this Agreement).

1.2

The undertakings by MYT Holding contained in Section 1.1 in relation to the appointment of Richemont’s Nominee or the Initial Richemont Nominee (as applicable) shall lapse (and neither Party shall have any claims against the other save in respect of any breach of such undertakings) immediately upon the earlier of (i) Richemont, together with its affiliates, ceasing to own (a) at least 10% of the then-outstanding shares of the Company as a direct result of a Disposal (as defined in the Relationship Agreement) by Richemont or its affiliates that takes its ownership below such threshold or (b) at least 5% of the then-outstanding shares of the Company for any reason, or (ii) the right of Richemont to nominate an individual for appointment as a member of the Company’s supervisory board otherwise expiring in accordance with the relevant provisions of the Relationship Agreement (in the form attached to the SPA as in effect on the date of this Agreement).

2.	Miscellaneous

2.1	No Assignment

This Agreement is personal to the Parties and accordingly a Party may not assign or transfer any rights or obligations arising under this without the prior written consent of the other Party, in respect of which each Party may decide in its own discretion, provided that each Party may assign or transfer any rights or obligations arising under this Agreement without the prior written consent of the other Parties to its affiliates.

2.2	Transfer of MYT Shares

MYT Holding undertakes that it shall not transfer any share in the capital of the Company to an affiliate of MYT Holding unless (a) such affiliate has undertaken to the Company to be bound by this Agreement as if references to MYT Holding included that affiliate and (b) without prejudice to clause (a), MYT Holding shall procure that any transferee subsidiary who owns any share in the capital of the Company complies with this Agreement as if references to MYT Holding included that transferee subsidiary. For the avoidance of doubt, the preceding sentence does not apply to any transfer of shares in the capital of the Company to a party that is not an affiliate of MYT Holding. For these purposes an affiliate means any person or entity who or which, directly or indirectly, controls, is controlled by, or is under common control with, MYT Holding, where “control” (together with its correlative meanings, “controlled by” and “under common control with”) means, with respect to any person or entity, the possession, directly or indirectly, of power to direct or cause the direction of management, business, activities or policies of such person or entity (whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise).

2.3	Costs and Expenses

Any costs, charges and expenses incurred by MYT Holding in relation to the negotiation, preparation and execution of this Agreement will be borne by the Company, unless explicitly agreed otherwise in this Agreement.

2.4	No Rescission

To the extent permitted by law, the Parties waive their rights, if any, to in whole or in part annul, rescind, suspend or dissolve this Agreement.

2.5	Severability

If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:

(a)

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

(b)

the validity or enforceability in other jurisdictions of that or any other provision of this Agreement.

Each Party agrees that it will negotiate in good faith to replace any provision of this Agreement which may be held unenforceable with a provision which is enforceable and which is as similar as possible in substance to the unenforceable provision.

2.6	No Third Party rights

2.7

No Waiver

2.8	Entire Agreement

2.9

Amendment

This Agreement shall not be amended or supplemented except in writing when duly signed by authorised signatories of each Party.

2.10

Remedies

Each Party acknowledges and agrees that each Party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the Parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that, as the sole remedy for breaches of this Agreement, each of the Parties shall be entitled to an injunction to prevent breaches of this Agreement and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction.

2.11	Counterparts

This Agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

3.	Governing law and jurisdiction

3.1

This Agreement and any contractual or non-contractual obligations arising out of or in connection to it, is governed by and shall be construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than the State of Delaware.

3.2

EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, CLAIM, CONTROVERSY OR MATTER BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE RELATIONSHIPS ESTABLISHED AMONG SUCH PERSONS BY THIS AGREEMENT. THE PARTIES FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

3.3

Any dispute arising out of or in connection to this Agreement (including any disputes relating to any non-contractual obligations arising out of or in connection with this Agreement) shall be brought solely in the court of chancery of the State of Delaware located in Wilmington, Delaware or, but only to the extent the Delaware Court of Chancery declines jurisdiction, the State or Federal Court located in Wilmington, Delaware (the “Chosen Courts”) The Parties irrevocably and unconditionally waive (and agree not to plead or claim) any objection to: (i) the laying of venue of any proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement in the Chosen Courts; or (ii) that any such proceeding brought in the Chosen Courts has been brought in an inconvenient forum. Each Party agrees that a final judgment in any proceeding brought in the Chosen Courts shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.

Signature page to follow

SIGNATORIES

This Agreement has been signed by the Parties (or their duly authorised representatives) on the date stated on the first page of this Agreement.

MYT Holding LLC

	/s/ Christopher Bryan
Name:	Christopher Bryan
Position:	Authorized Officer

[Signature Page to Voting Agreement]

MYT Netherlands Parent B.V.

	/s/ Michael Kliger
Name:	Michael Kliger
Position:	Chief Executive Officer & Managing Director

	/s/ Martin Beer
Name:	Martin Beer
Position:	Chief Financial Officer & Managing Director

[Signature Page to Voting Agreement]

EX-99.1 13 tm2512474d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

MYT Netherlands Parent B.V. (“Mytheresa”) and Richemont announce the successful completion of Mytheresa’s acquisition of YOOX NET-A-PORTER (“YNAP”)

24 April 2025 – Mytheresa (NYSE:MYTE) successfully closed its acquisition of YNAP from Richemont (SWX:CFR), through its subsidiary Richemont Italia Holding S.P.A., following the fulfillment of all conditions including receipt of all unconditional approvals from the relevant regulatory authorities.

Mytheresa is now YNAP’s sole shareholder which it will fully consolidate under the MYT Netherlands Parent B.V. umbrella. The company will be renamed “LuxExperience B.V.” and will continue to be listed on the New York Stock Exchange (NYSE) with the trade name “LuxExperience” and a new ticker symbol of “LUXE”, effective 1 May 2025.

In exchange for all shares of YNAP and a net cash position of €555m and no financial debt, Richemont has received 49,741,342 shares in Mytheresa, representing 33% of Mytheresa’s fully diluted share capital post issuance of the consideration shares.

Nora Aufreiter, Chair of the Supervisory Board of MYT Netherlands Parent B.V., said: “The successful acquisition marks a milestone in the great success story of Mytheresa. Our company will become a group that includes some of the best retail banners in digital luxury. We will use our proven strength to execute on our strategic plans and create even more value for our shareholders, brand partners, customers and employees. We are confident that in the course of the integration and restructuring we will become one of the strongest and most resilient global players in the digital luxury sector.”

The store brands Mytheresa, NET-A-PORTER, MR PORTER, YOOX and THE OUTNET will be strengthened in their differentiated and complementary profiles. Significant synergies will be achieved primarily through a shared infrastructure and technology platform as well as operational efficiency improvements. The off-price division - consisting of YOOX and THE OUTNET – will be separated from the luxury division to enable a much simpler and more efficient operating model under the new roof. YNAP's white label service business will be discontinued as soon as the Richemont Maisons' online stores powered by YNAP have been migrated to their own chosen platforms.

Forward looking statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact or relating to present facts or current conditions included in this press release are forward- looking statements. Forward-looking statements give Mytheresa’s current expectations and projections relating to the completed transaction and the operation of the combined companies; its financial condition, results of operations, plans, objectives, future performance and business, including statements relating to financing activities, future sales, expenses, and profitability; future development and expected growth of our business and industry; our ability to execute our business model and our business strategy; having available sufficient cash and borrowing capacity to meet working capital, debt service and capital expenditure requirements for the next twelve months; and projected capital spending. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. The forward-looking statements contained in this press release are based on assumptions that Mytheresa has made in light of its industry experience and perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. As you read and consider this press release, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond Mytheresa’s control) and assumptions. Although Mytheresa believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual operating and financial performance and cause its performance to differ materially from the performance anticipated in the forward-looking statements. Mytheresa believes these factors include, but are not limited to: the risk that the completed transaction and its announcement could have an adverse effect on the ability of YNAP to retain customers and retain and hire key personnel and maintain relationships with their brand partners and customers and on their operating results and businesses generally; the risk that problems may arise in successfully integrating the businesses of YNAP and Mytheresa, which may result in the combined company not operating as effectively and efficiently as expected; the risk that the combined company may be unable to achieve cost-cutting synergies or that it may take longer than expected to achieve those synergies; Mytheresa’s ability to effectively compete in a highly competitive industry; Mytheresa’s ability to respond to consumer demands, spending and tastes; general economic conditions, including economic conditions resulting from deteriorating geopolitical and macroeconomic conditions, such as the recent global trade war that escalated after the U.S. imposed tariffs on countries across the globe, and the adoption of retaliatory tariffs by those countries, that may adversely impact consumer demand; Mytheresa’s ability to acquire new customers and retain existing customers; consumers of luxury products may not choose to shop online in sufficient numbers; the volatility and difficulty in predicting the luxury fashion industry; Mytheresa’s reliance on consumer discretionary spending; and Mytheresa’s ability to maintain average order levels and other factors. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, Mytheresa’s actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements.

Mytheresa undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

About Mytheresa

Mytheresa is one of the leading luxury multi-brand digital platforms shipping to over 130 countries. Founded as a boutique in 1987, Mytheresa launched online in 2006 and offers ready-to-wear, shoes, bags and accessories for womenswear, menswear, kidswear as well as lifestyle products and fine jewelry. The highly curated edit of up to 250 brands focuses on true luxury brands such as Bottega Veneta, Brunello Cucinelli, Dolce&Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, The Row, Valentino, and many more. Mytheresa’s unique digital experience is based on a sharp focus on high-end luxury shoppers, exclusive product and content offerings, leading technology and analytical platforms as well as high quality service operations. The NYSE listed company reported € 913.6 million GMV in fiscal year 2024 (+7% vs. FY23).

For more information, please visit https://investors.mytheresa.com/.

LuxExperience” will be the trade name for LuxExperience B.V., a Dutch company with limited liability, upon completion of the renaming of MYT Netherlands Parent B.V.

About Richemont

At Richemont, we craft the future. Our unique portfolio includes prestigious Maisons distinguished by their craftsmanship and creativity. Richemont’s ambition is to nurture its Maisons and businesses and enable them to grow and prosper in a responsible, sustainable manner over the long term.

Richemont operates in three business areas: Jewellery Maisons with Buccellati, Cartier, Van Cleef & Arpels and Vhernier; Specialist Watchmakers with A. Lange & Söhne, Baume & Mercier, IWC Schaffhausen, Jaeger-LeCoultre, Panerai, Piaget, Roger Dubuis and Vacheron Constantin; and Other, primarily Fashion & Accessories Maisons with Alaïa, Chloé, Delvaux, dunhill, G/FORE, Gianvito Rossi, Montblanc, Peter Millar, Purdey, Serapian as well as Watchfinder & Co. Find out more at https://www.richemont.com/.

Richemont ‘A’ shares are listed on the SIX Swiss Exchange, Richemont’s primary listing, and are included in the Swiss Market Index (‘SMI’) of leading stocks. The ‘A’ shares are also traded on the Johannesburg Stock Exchange (JSE), Richemont’s secondary listing.

Investor Relations Contacts

Mytheresa.com GmbH

Stefanie Muenz

phone: +49 89 127695-1919

email: investors@mytheresa.com

Media Contacts for public relations

Mytheresa.com GmbH

Sandra Romano

mobile: +49 152 54725178

email: sandra.romano@mytheresa.com

Media Contacts for business press	Media Contacts for business press
Mytheresa.com GmbH	BOC Consult GmbH
Lisa Schulz	Ruediger Assion
mobile: +49 151 11216490	mobile: +49 176 2424 7691
email: lisa.schulz@mytheresa.com	email: ruediger.assion@boc-consult.com

Richemont Contacts

Investor / analyst enquiries: +41 22 721 30 03; investor.relations@cfrinfo.net

Media enquiries: +41 22 721 35 07; pressoffice@cfrinfo.net; richemont@teneo.com

Source: MYT Netherlands Parent B.V.