IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Transcription

1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) VER TECHNOLOGIES HOLDCO LLC, et al., 1 ) Case No (KG) ) Debtors. ) (Jointly Administered) ) NOTICE OF FILING OF PLAN SUPPLEMENT PLEASE TAKE NOTICE THAT on June 4, 2018, United States Bankruptcy Court for the District of Delaware (the Court ) entered an order (the Disclosure Statement Order ), (a) authorizing VER Technologies HoldCo LLC and its affiliated debtors and debtors in possession (collectively, the Debtors ), to solicit acceptances for the Amended Joint Chapter 11 Plan of Reorganization of VER Technologies HoldCo LLC and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (as may be modified, amended, or supplemented from time to time, the Plan ); 2 (b) approving the Disclosure Statement for the Amended Joint Chapter 11 Plan of Reorganization of VER Technologies HoldCo LLC and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (the Disclosure Statement ) as containing adequate information pursuant to section 1125 of the Bankruptcy Code; (c) approving the solicitation materials and documents to be included in the solicitation packages; and (d) approving procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan. PLEASE TAKE FURTHER NOTICE THAT as contemplated by the Plan and the Disclosure Statement Order approving the Disclosure Statement, the Debtors filed the Plan Supplement with the Court on July 9, The Plan Supplement contains the following documents (each as defined in the Plan): (a) the New Organizational Documents; (b) the Assumed Executory Contract/Unexpired Lease List; (c) a list of retained Causes of Action; (d) to the extent known, the identity of the members of the New Board; (e) the New First Lien Loan Documentation (or a term sheet setting forth the material terms thereof); (f) the New Second Lien Term Loan Documentation (or a term sheet setting forth the material terms thereof); (g) the Short Form Agreement and Plan of Merger; and (h) Statement Regarding Claims. PLEASE TAKE FURTHER NOTICE THAT the hearing at which the Court will consider Confirmation of the Plan (the Confirmation Hearing ) will commence on July 26, The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: VER Technologies HoldCo LLC (7239); CPV Europe Investments LLC (2533); FAAST Leasing California, LLC (7857); Full Throttle Films, LLC (0487); Maxwell Bay Holdings LLC (3433); Revolution Display, LLC (6711); VER Finco, LLC (5625); VER Technologies LLC (7501); and VER Technologies MidCo LLC (7482). The location of the Debtors service address is: 757 West California Avenue, Building 4, Glendale, California Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Plan. 1

2 at 10:00 a.m. prevailing Eastern Time, before the Honorable Kevin Gross, in the United States Bankruptcy Court for the District of Delaware, located at 824 Market Street, Sixth Floor, Courtroom Three, Wilmington, Delaware PLEASE TAKE FURTHER NOTICE THAT the deadline for filing objections to the Plan is July 19, 2018 at 4:00 p.m. prevailing Eastern Time (the Plan Objection Deadline ). Any objection to the Plan must: (a) be in writing; (b) conform to the Bankruptcy Rules, the Local Rules, and any orders of the Court; (c) state, with particularity, the basis and nature of any objection to the Plan and, if practicable, a proposed modification to the Plan that would resolve such objection; and (d) be filed with the Court (contemporaneously with a proof of service) and served upon the following parties so as to be actually received on or before July 19, 2018 at 4:00 p.m. prevailing Eastern Time: Debtors VER Technologies Holdco, LLC 757 West California Avenue, Building 4 Glendale, California Attn.: Mick Galvin - and Third Avenue, 30th Floor New York, New York Attn: Lawrence Young Counsel to the Debtors Kirkland & Ellis LLP 300 North LaSalle Chicago, Illinois Attn: James H.M. Sprayregen, P.C. and Ryan Blaine Bennett - and Lexington Avenue New York, New York Attn: Joshua A. Sussberg, P.C. and Cristine Pirro - and - Klehr Harrison Harvey Branzburg LLP 919 N. Market Street, Suite 1000 Wilmington, Delaware Attn: Domenic E. Pacitti - and - Klehr Harrison Harvey Branzburg LLP, 1835 Market Street, Suite 1400, Philadelphia, Pennsylvania 19103, Attn: Morton Branzburg

3 Counsel to PRG Morrison Cohen LLP 909 Third Avenue New York, New York Attn: Joseph T. Moldovan and Robert K. Dakis - and - Greenberg Traurig, LLP 200 Park Avenue New York, NY Attn: Todd E. Bowen Counsel to Consenting Prepetition Term Loan Lenders Morgan, Lewis & Bockius LLP One Federal Street Boston, MA, Attn: Ian Wenniger and Andrew Gallo - and - Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York Attn: Frederick Eisenbiegler United States Trustee Office of the United States Trustee for the District of Delaware 844 King Street, Suite 2207, Lockbox 35 Wilmington, Delaware Attn.: David Buchbinder, Esq. Counsel to the Official Committee Sulmeyer Kupetz 333 South Hope Street Thirty-Fifth Floor Los Angeles, CA Attn: Mark S. Horoupian PLEASE TAKE FURTHER NOTICE THAT if you would like to obtain a copy of the Disclosure Statement, the Plan, the Plan Supplement, or related documents, you should contact Kurtzman Carson Consultants LLC, the notice and claims agent retained by the Debtors in these chapter 11 cases (the Notice and Claims Agent ), by: (a) calling the Debtors restructuring hotline at (U.S./Canada) or (International); (b) visiting the Debtors restructuring website at: and/or (c) writing to VER Technologies HoldCo LLC Ballot Processing, c/o Kurtzman Carson Consultants LLC, 2335 Alaska Avenue, El Segundo, California You may also obtain copies of any pleadings filed in these chapter 11 cases for a fee via PACER at: ARTICLE IX OF THE PLAN CONTAINS RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS, AND ARTICLE IX.D CONTAINS A THIRD- PARTY RELEASE. THUS, YOU ARE ADVISED TO REVIEW AND CONSIDER THE PLAN CAREFULLY BECAUSE YOUR RIGHTS MIGHT BE AFFECTED THEREUNDER. THIS NOTICE IS BEING SENT TO YOU FOR INFORMATIONAL PURPOSES ONLY. IF YOU HAVE QUESTIONS WITH RESPECT TO YOUR RIGHTS UNDER THE PLAN OR ABOUT ANYTHING STATED HEREIN OR IF YOU WOULD LIKE TO OBTAIN ADDITIONAL INFORMATION, CONTACT THE NOTICE AND CLAIMS AGENT.

4 Wilmington, Delaware /s/ Domenic E. Pacitti Dated: July 9, 2018 Domenic E. Pacitti (DE Bar No. 3989) KLEHR HARRISON HARVEY BRANZBURG LLP 919 North Market Street, Suite 1000 Wilmington, Delaware Telephone: (302) Facsimile: (302) and - Morton Branzburg KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, Suite 1400 Philadelphia, Pennsylvania Telephone: (215) Facsimile: (215) and - James H.M. Sprayregen, P.C. Ryan Blaine Bennett (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois Telephone: (312) Facsimile: (312) james.sprayregen@kirkland.com ryan.bennett@kirkland.com - and - Joshua A. Sussberg, P.C. Cristine Pirro (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York Telephone: (212) Facsimile: (212) joshua.sussberg@kirkland.com cristine.pirro@kirkland.com Counsel to the Debtors

5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) VER TECHNOLOGIES HOLDCO LLC, et al., 1 ) Case No (KG) ) Debtors. ) (Jointly Administered) ) PLAN SUPPLEMENT FOR THE AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF VER TECHNOLOGIES HOLDCO LLC AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE Table of Contents 2 Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Organizational Documents for Post-Merger Reorganized VER List of Retained Causes of Action Assumed Executory Contract/Unexpired Lease List Rejected Executory Contract/Unexpired Lease List New Board Exit Facility Documentation Short Form Agreement and Plan of Merger Statement Regarding Claims 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: VER Technologies HoldCo LLC (7239); VER Technologies MidCo LLC (7482); VER Technologies LLC (7501); Full Throttle Films, LLC (0487); FAAST Leasing California, LLC (7857); Revolution Display, LLC (6711); VER Finco, LLC (5625); CPV Europe Investments LLC (2533); and Maxwell Bay Holdings LLC (3433). The location of the Debtors service address is: 757 West California Avenue, Building 4, Glendale, California Capitalized terms used but undefined herein shall have the meanings ascribed to them in the Amended Joint Chapter 11 Plan of Reorganization of VER Technologies Holdco LLC. And Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 471] (as amended from time to time, the Plan ). All documents contained herein and in the exhibits to the Plan Supplement are the current drafts of such documents and may be amended in accordance with the Plan.

6 EXHIBIT A Organizational Documents for Post-Merger

7 NEW ORGANIZATIONAL DOCUMENTS 1 This Exhibit A sets forth the Third Amended and Restated Limited Liability Company Agreement of VER Technologies HoldCo, LLC, as Exhibit A(1), the Amended and Restated Limited Liability Company Operating Agreement of Production Resource Group II, LLC as Exhibit A(2), and the Certificate of Merger of Domestic Limited Liability Companys, as Exhibit A(3). At the time of this filing, PRG is pursuing alternative financing on terms superior (from the borrower s perspective) to those of the Committed Financing, and the anticipated terms of such alternative financing are set forth in the form credit agreement filed with this Plan Supplement as Exhibit F(3) (the Alternative Financing ). The Alternative Financing currently contemplates that $182 million of preferred equity in PRG II (the Preferred Equity ) would be issued contemporaneously with the closing under the Alternative Financing, and certain anticipated terms of the Preferred Equity are described in the Third Amended and Restated Limited Liability Company Agreement of VER Technologies HoldCo, LLC, attached hereto as Exhibit A(1). The Debtors reserve the right to further supplement this Exhibit A as negotiations regarding the Preferred Equity progress. 1 Capitalized terms used but not defined in this Exhibit shall have the meanings ascribed to them in the Amended Plan of Reorganization of VER Technologies HoldCo LLC and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 417] (as amended from time to time, the Plan ). KE DB3/

8 EXHIBIT A-1 New LLC Agreement

9 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VER TECHNOLOGIES HOLDCO, LLC This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of [ ], 2018 (the Effective Date ), is entered into between and among VER Technologies HoldCo, LLC, a Delaware limited liability company (the Company ), and Production Resource Group, Inc., as the sole member of the Company (the Sole Member ). WHEREAS, the Company was originally formed by the filing of a Certificate of Formation of the Company with the Office of the Secretary of State of the State of Delaware on October 29, 2014 (as amended, restated or modified to date, the Certificate of Formation ), thereby forming the Company as a limited liability company under and pursuant to the Act; WHEREAS, the Company and certain of the former members of the Company have heretofore entered in a Second Amended and Restated Limited Liability Company Agreement of the Company on December 11, 2014 (the Existing VER LLC Agreement ); WHEREAS, [PRG II MergerCo, LLC], a Delaware limited liability company ( MergerCo ), and Production Resource Group II, LLC ( PRG II ) have heretofore entered in a Limited Liability Company Agreement of MergerCo on [ ], 2018 (the Existing MergerCo LLC Agreement ); WHEREAS, PRG II, the Company and MergerCo have heretofore entered into an Agreement and Plan of Merger, dated the Effective Date, pursuant to which, on the Effective Date (i) MergerCo was merged (the Merger ) with and into the Company, with the Company as the surviving person of the Merger and becoming a wholly owned subsidiary of PRG II, and (ii) the Existing MergerCo LLC Agreement became limited liability company agreement of the surviving person of the Merger; WHEREAS, immediately following the Merger, PRG II contributed 100% of the membership interests of the Company to the Sole Member; and WHEREAS, in connection with the transactions described above, the Sole Member and the Company desire to amend and restate the Existing MergerCo LLC Agreement and Existing VER LLC Agreement on the terms hereof. NOW, THEREFORE, for and in consideration of the above premises, the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that, effective as of the Effective Date, the Existing MergerCo LLC Agreement and Existing VER LLC Agreement are each hereby amended and restated and superseded in its entirety by this Agreement, with this Agreement becoming the limited liability company agreement of the Company as the surviving person of the Merger, and further covenant and agree as follows: NY v2

10 ARTICLE 1 DEFINITIONS Section 1.1. following meanings: (a) Definitions. For purposes of this Agreement the following terms have the Act means the Delaware Limited Liability Company Act. (b) Claim means any claim (as defined in section 101(5) of the Bankruptcy Code) against any of the Debtors. (c) Covered Person means the Sole Member, any affiliate of the Sole Member, or any current or former officer, director, shareholder, partner, employee, representative or agent of the Company, the Sole Member or any of their affiliates. (d) Debtor means VER Technologies HoldCo LLC, Ver Technologies MidCo LLC, VER Technologies LLC, Full Throttle Films, LLC, FAAST Leasing California, LLC, Revolution Display, LLC, VER Finco, LLC, CPV Europe Investments LLC and Maxwell Bay Holdings, LLC. (e) Membership Interests means the entire right, title and interest of a member (as defined in the Act) in the Company, including such member s (i) percentage share of any distributions from the Company, (ii) percentage share of any profits and losses of the Company. (f) Person means any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company or other legal entity or organization. ARTICLE 2 ORGANIZATION Section 2.1. Formation. The Company was formed as a limited liability company under and pursuant to the provisions of the Act upon the filing of the Certificate of Formation of the Company with the Office of the Secretary of State of the State of Delaware on October 29, 2014, and the Sole Member hereby ratifies and confirms the formation of the Company as a limited liability company and the execution and filing of such Certificate of Formation. Section 2.2. Name. The name of the Company shall be VER Technologies HoldCo, LLC or such other name as the Sole Member may from time to time designate. Section 2.3. Purpose. The Company is formed for the object and purpose of engaging in any lawful act or activity for which a limited liability company may be organized under the Act. The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company. NY v2 2

11 Section 2.4. Powers. The Company shall have the all the powers that a limited liability company may have under the Act, including the power to do any and all acts and things necessary, appropriate, proper, advisable, convenient or incidental (or determined by the Sole Member to be so necessary, appropriate, proper, advisable, convenient or incidental) for or to the furtherance or accomplishment of the purposes described in Section 2.3 and for the protection of the Company. Section 2.5. Registered Office. The registered office and statutory agent in Delaware required by the Act shall be as set forth in the Certificate of Formation until such time as the registered office or statutory agent is changed in accordance with the Act. Section 2.6. Executive Office. The principal executive office for the transaction of the business of the Company shall be located at such location as the Sole Member may select from time to time. Section 2.7. Duration. The Company shall perpetually continue in existence, unless and until it shall be dissolved and its affairs wound up in accordance with the provisions of this Agreement. Section 4.1. Membership Interests. Effective as of the date hereof, the Sole Member is the record and beneficial owner of one hundred percent (100%) of the Membership Interests and 3 NY v2 ARTICLE 3 GOVERNANCE Section 3.1. The Sole Member. The day-to-day business and affairs of the Company shall be managed by or under the authority of the Sole Member, who shall act as the Company s managers (within the meaning of the Act) subject to, and in accordance with the terms of this Agreement. Subject to the limitations provided herein, the Sole Member shall have the power to do any and all acts necessary to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by managers under the Act or other applicable laws of the State of Delaware. Section 3.2. Powers. The Sole Member shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done, any and all acts deemed by the Sole Member to be necessary or appropriate to effectuate the business, purposes and objectives of the Company at the expense of the Company, including but not limited to the execution of all documents or instruments in all matters necessary, desirable, convenient or incidental to the purpose of the Company or the making of investments of Company funds. Section 3.3. Officers. The Sole Member may appoint individuals with or without such titles as it may elect, including the titles of Authorized Officer, President, Vice President, Treasurer and Secretary, to act on behalf of the Company with such power and authority as the Sole Member may delegate in writing to any such Persons. ARTICLE 4 MEMBERSHIP INTERESTS

12 has the exclusive power to vote on all matters on which members of the Company have the right to vote as provided in this Agreement and the Act. Section 4.2. Additional Capital Contributions. The Sole Member, as record and beneficial owner of one hundred percent (100%) of the Membership Interests, shall have the right, but not the obligation, to make additional capital contributions on such terms and conditions as it may determine. Section 4.3. Transfer of Membership Interests. The Sole Member may transfer, in whole or in part, its Membership Interest to any Person at any time. Any such transferee shall become a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. ARTICLE 5 ALLOCATIONS AND DISTRIBUTIONS Section 5.1. Allocations. The Company s profits and losses shall be allocated one hundred percent (100%) to the Sole Member as record and beneficial owner of one hundred percent (100%) of the Membership Interests. Section 5.2. Distributions. Distributions, whether in cash or in kind, shall be made to the Sole Member, as record and beneficial owner of one hundred percent (100%) of the Membership Interests, at such times and in such amounts as shall be determined by the Sole Member. ARTICLE 6 DISSOLUTION, WINDING UP AND TERMINATION Section 6.1. Dissolution. The Company shall be dissolved upon (i) the entry of a decree of judicial dissolution pursuant to the Act or (ii) action of the Sole Member, as record and beneficial owner of one hundred percent (100%) of the Membership Interests. Section 6.2. Effect of Dissolution. In settling accounts upon the winding up and liquidation of the Company, the assets of the Company shall be applied and distributed as expeditiously as possible in the following order: (a) To pay (or make reasonable provision for the payment of) all creditors of the Company, including to the extent permitted by law, the Sole Member or its Affiliates who are creditors, in satisfaction of liabilities of the Company in the order of priority provided by law, including expenses relating to the dissolution and winding up of the affairs of the Company (including, without limitation, expenses of selling assets of the Company, discharging the liabilities of the Company, distributing the assets of the Company and terminating the Company as a limited liability company in accordance with this Agreement and the Act); and (b) To the Sole Member, as record and beneficial owner of one hundred percent (100%) of the Membership Interests. NY v2 4

13 NY v2 ARTICLE 7 LIABILITY, EXCULPATION AND INDEMNIFICATION Section 7.1. Limited Liability. Without limitation of any limitations on liability provided under Section of the Act, except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company; and neither the Sole Member nor any other Covered Person shall be obligated personally for any debt, obligation or liability of the Company, or for any debt, obligation or liability of any other Covered Person, by reason of being a Covered Person. Section 7.2. Exculpation. No Covered Person shall be liable to the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person s fraud, recklessness, gross negligence, willful misconduct or willful breach of this Agreement. Section 7.3. Good Faith Reliance. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or net cash flow or any other facts pertinent to the existence and amount of assets from which distributions to the Sole Member might property be paid. Section 7.4. Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of the fact that he or she is or was a Covered Person, or any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person s fraud, recklessness, gross negligence, willful misconduct or willful breach of this Agreement with respect to such acts or omissions; provided, however, that any indemnity under this Section 7.4 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any Liability on account thereof. Section 7.5. Expenses. To the fullest extent permitted by applicable law, expenses (including, without limitation, reasonable attorneys fees, disbursements, fines and amounts paid in settlement) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding relating to or arising out of the performance of his or her duties on behalf of the Company (or the fact that such person is or was a Covered Person) shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered 5

14 Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that the Covered Person is not entitled to be indemnified as authorized in Section 7.4. Section 7.6. Exclusions. Notwithstanding anything to the contrary set forth in the foregoing Sections 7.1 through 7.5, the foregoing Sections 7.1 through 7.5 shall not require the Company to indemnify any Covered Person with respect to Claims against the Debtors, or the Debtors current and former officers and directors, arising from or related to (1) any current or former employee of the Debtors, or the characterization of any individual or entity providing or claiming to have provided services to the Debtors for compensation or (2) any claims for remuneration for work done on behalf of the Debtors from any party. Section 7.7. Third Party Beneficiaries. The Company and the Sole Member hereby agree and acknowledge that as of the Effective Date, all Covered Persons shall be third party beneficiaries of Sections 7.1 through 7.6 and that the aforementioned Sections shall not be adversely amended or modified in any way without the consent of the applicable Covered Person. Any such adverse amendments or modifications to the aforementioned Sections shall be null and void. ARTICLE 8 MISCELLANEOUS Section 8.1. Modifications. This Agreement may be modified or amended, and any provision hereof (or any breach hereof) may be waived, from time to time by the Sole Member. Section 8.2. Notices. Any notice or other communication or delivery required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified mail return receipt requested, electronic mail, facsimile or by a nationally recognized overnight courier service, and shall be deemed given when so delivered to the applicable addresses or facsimile numbers as shown on the records of the Company. Section 8.3. Severability. Each provision of this Agreement shall be considered severable and if for any reason any provision which is not essential to the effectuation of the basic purposes of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable and contrary to existing or future applicable law, such invalidity shall not impair the operation of or affect those provisions of this Agreement which are valid. In that case, this Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of any applicable law, and in the event such term or provision cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable provisions. Section 8.4. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW RULES. Section 8.5. Successors and Assigns. All rights and duties of the Sole Member hereunder shall inure to the benefit of and be binding upon its successors and assigns. NY v2 6

15 Section 8.6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall together constitute one and the same instrument. It shall not be necessary for any counterpart to bear the signature of each party hereto. [Signatures Follow] NY v2 7

16 IN WITNESS WHEREOF, each of the undersigned has signed this Agreement as of the date first above written. COMPANY: VER TECHNOLOGIES HOLDCO, LLC By: Name: Title: SOLE MEMBER: PRODUCTION RESOURCE GROUP, INC. By: Name: Title: NY v2 [Third Amended and Restated Limited Liability Company Agreement]

17 EXHIBIT A-2 PRG II LLC Operating Agreement

18 AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF PRODUCTION RESOURCE GROUP II, LLC Dated as of [ ], 2018

19 TABLE OF CONTENTS ARTICLE 1 Definitions 1 Section 1.1. Definitions... 1 ARTICLE 2 Organization 14 Section 2.1. Formation Section 2.2. Name Section 2.3. Purposes Section 2.4. Powers Section 2.5. Registered Office Section 2.6. Executive Office Section 2.7. Duration ARTICLE 3 The Members 15 Section 3.1. Restrictions on the Members Section 3.2. Limited Liability Section 3.3. Voting Rights Section 3.4. Meetings of the Members ARTICLE 4 Governance 16 Section 4.1. The Board Section 4.2. Meetings and Determinations of the Board Section 4.3. Powers and Duties of the Board Section 4.4. Subsidiary Boards Section 4.5. Protective Provisions Section 4.6. Forced Sale Transactions Section 4.7. Acknowledgements ARTICLE 5 Units; Capital Accounts; Capital Contributions 28 Section 5.1. Units Section 5.2. Preemptive Rights Section 5.3. Capital Accounts Section 5.4. Adjustments to Capital Accounts Section 5.5. Computation of Company Items Section 5.6. Adjustment to Book Values Section 5.7. Transferee Succeeds to Capital Account of Transferor Section 5.8. Obligation to Restore Negative Capital Account Section 5.9. Capital Contributions Section No Interest on or Return of Capital Section Contributions to Capital/Issuance of Units ARTICLE 6 Allocations 34 Section 6.1. Book Allocations of Income and Loss Section 6.2. Special Book Allocations Section 6.3. Tax Allocations NY v2 i

20 ARTICLE 7 Distributions 36 Section 7.1. Distributions Generally Section 7.2. Non-Cash Distributions Section 7.3. Withholding; Taxes of Taxing Jurisdictions Section 7.4. Restricted Distributions Section 7.5. Tax Distributions ARTICLE 8 Admission of New Members; Assignment of Company Interests 38 Section 8.1. New Members Section 8.2. No Dissolution Section 8.3. No Voluntary Withdrawal Section 8.4. Transfers By Members Section 8.5. Redemption of Class A Preferred Units ARTICLE 9 Dissolution, Winding Up and Termination 43 Section 9.1. Dissolution Section 9.2. Effect of Dissolution Section 9.3. Winding Up Procedures Section 9.4. Purchase of Assets Upon Winding Up Section 9.5. Termination ARTICLE 10 Records and Accounting; Fiscal Affairs 44 Section Fiscal Year Section Bank Accounts Section Books and Records Section Budget and Reporting Section Partnership Representative Section Tax Status ARTICLE 11 Liability, Exculpation and Indemnification 47 Section Exculpation Section Indemnification Section Expenses Section Severability ARTICLE 12 Miscellaneous 50 Section Waiver of Rights of Partition and Dissolution Section Power of Attorney Section Representations and Warranties Section Transactions with Affiliates Section Modifications Section Notices Section Severability Section Interpretation Section Consent to Jurisdiction Section Governing Law Section Entire Agreement NY v2 ii

21 Section Successors and Assigns Section Further Assurances Section No Reliance by Third Parties Section No Implied Waivers Section Additional Remedies Section Counterparts Section Determinations and Calculations by the Board NY v2 iii

22 AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF PRODUCTION RESOURCE GROUP II, LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF PRODUCTION RESOURCE GROUP II, LLC (the Company ) dated as of [ ], 2018 (the Effective Date ) between and among (i) each of the signatories hereto (each, a Member ) and (ii) each other Person who from time to time may become a party to this Agreement as provided for herein. WHEREAS, the Company was formed by the filing of a Certificate of Formation of the Company with the Office of the Secretary of State of the State of Delaware on December 4, 2017, thereby forming the Company as a limited liability company under and pursuant to the Act; WHEREAS, the Company and PRG Holdings initially entered in a Limited Liability Company Agreement on April 2, 2018 (the Initial LLC Agreement ); WHEREAS, in connection with certain transactions involving the Company, its Subsidiaries and VER, (i) PRG Holdings is contributing to the Company all of the outstanding capital stock of PRG Inc. and its Subsidiaries, (ii) pursuant to the Agreement and Plan of Merger, MergerCo, a Subsidiary of the Company, is merging with and into VER, which constitutes a contribution of the equity interests in VER to the Company and, in connection therewith, the Company is issuing certain Units to the Institutional Investors, the equity holders of VER, and (iii) pursuant to the Class A Subscription Agreement, the Company is issuing on the Effective Date certain Units to the Class A Investors in exchange for a cash Capital Contribution; and WHEREAS, in connection with the foregoing, the Members desire to amend and restate the Initial LLC Agreement on the terms hereof. NOW, THEREFORE, for and in consideration of the above premises, the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that, effective as of the Effective Date, the Initial LLC Agreement is hereby amended and restated and superseded in its entirety by this Agreement and further covenant and agree as follows: ARTICLE 1 DEFINITIONS Section 1.1. Definitions. Capitalized terms used herein (or in any Schedule hereto) without definition have the meanings assigned to them as follows: Acceptance Notice shall have the meaning set forth in Section 5.2(b). Acquisition shall have the meaning set forth in Section 4.5(a)(i). NY v2

23 NY v2 Acquisition Debt shall have the meaning set forth in Section 4.5(a)(i). Acquisition Equity shall have the meaning set forth in Section 4.5(a)(i). Act shall mean the Delaware Limited Liability Company Act. Adjusted Property shall mean each Company property or other asset the Carrying Value of which has been adjusted pursuant to Section 5.6. Adjustment Year shall have the meaning set forth in section 6225(d)(2) of the Code, as amended by the BBA. Affiliate shall mean (i) with respect to any specified Person (including the Company), any other Person who or which, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person. Notwithstanding the foregoing, neither the Company nor any Person Controlled by the Company shall be deemed to be an Affiliate of any Member or of any Affiliate of a Member. Agreed Value of any Contributed Property shall mean the Fair Market Value of such property or other consideration at the time of contribution as determined by the Board. The Board shall, in its sole discretion, use such method as it deems reasonable and appropriate to allocate the aggregate Agreed Value of Contributed Properties contributed to the Company in a single or integrated transaction among each separate property on a basis proportional to the Fair Market Value of each Contributed Property, provided that, without a Majority II Consent (which consent can be denied or withheld for any reason), no election to use a method shall have the effect of (i) treating the Class B Preferred Units held by the Institutional Investors disproportionately adverse to the Class B Preferred Units held by the PRG Group, or (ii) treating the Common Units held by the Institutional Investors disproportionately adverse to the Common Units held by the PRG Group. Agreement shall mean this Limited Liability Company Operating Agreement of Production Resource Group II, LLC, as it may be amended from time to time. Agreement and Plan of Merger shall mean that certain Agreement and Plan of Merger, dated as of the Effective Date, between the Company, MergerCo and VER. Applicable Tax Rate shall mean (i) the highest marginal rate of tax, determined separately according to the character of the items of income recognized by the Company, applicable to an individual resident of New York City with respect to U.S. federal, state and local income taxes (including the rate of tax imposed on net investment income by Code section 1411), as determined by the Board in its sole reasonable discretion, or (ii) such other reasonable rate for calculating distributions pursuant to Section 7.5 as the Board shall determine. Auditors shall mean Eisner Amper LLP or such other firm of certified public accountants selected by the Board. BBA shall mean the Bipartisan Budget Act of 2015, Pub. L. No , 129 Stat. 584 (2015). 2

24 Board shall have the meaning set forth in Section 4.1(a). Board Expiration Date shall mean the first date on which the aggregate cumulative amount of distributions made under Section 7.1(a)(ii) in respect of the then outstanding Class B Preferred Units shall equal the aggregate Class B Preferred Preference Amount in respect of all of the then outstanding Class B Preferred Units. Board Member shall have the meaning set forth in Section 4.1(a). Book-Tax Disparities shall mean with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for U.S. federal income tax purposes as of such date. A Member s share of the Company s Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between such Member s Capital Account balance as maintained pursuant to ARTICLE 5 and the hypothetical balance of such Member s Capital Account computed as if it had been maintained strictly in accordance with U.S. federal income tax accounting principles. Capital Account shall have the meaning set forth in Section 5.3. Capital Contribution shall mean the amount of cash and the Fair Market Value of any property (other than cash) that a Member contributes (or that is contributed on behalf of or at the direction of a Member) to the Company pursuant to Section Carrying Value shall mean (i) with respect to a Contributed Property, the Agreed Value of such property reduced (but not below zero) by all depreciation, amortization and cost recovery deductions charged to the Members Capital Accounts in respect of such Contributed Property, (ii) with respect to an Adjusted Property, the amount determined pursuant to Section 5.6 as appropriate, reduced (but not below zero) by all depreciation, amortization and cost recovery charged to the Members Capital Accounts in respect of such Adjusted Property and (iii) with respect to any other Company property, the adjusted basis of such property for U.S. federal income tax purposes, all as of the time of determination. CEO shall have the meaning set forth in Section 4.2(c). Class A Accruing Preference shall mean, with respect to each Class A Preferred Unit as of any date of determination, the amount in respect of such Class A Preferred Unit that would be required to be distributed to the holder of such Class A Preferred Unit pursuant to Section 7.1(a)(i) in excess of the Capital Contribution in respect of such Class A Preferred Unit (which, for the avoidance of doubt, will be the Class A Base Amount) on such date such that the aggregate distributions to the holder of such Class A Preferred Unit pursuant to Section 7.1(a)(i) would provide a return of [ ]% per annum (compounded annually on each anniversary of the Effective Date) on such Capital Contribution. The Class A Accruing Preference with respect to any Class A Preferred Unit shall be calculated on the basis of the actual number of days elapsed from, and including, the Effective Date to, but not including, the date such amount is paid pursuant to Section 7.1(a)(i) or 8.5. NY v2 3

25 Class A Applicable Redemption Premium shall mean, as of any date of redemption of Class A Preferred Units pursuant to Section 8.5(b), [ ]. Class A Investors shall mean [ ]. Class A Base Amount shall mean, with respect to each Class A Preferred Unit, ten thousand dollars ($10,000). Class A Preferred Preference Amount shall mean, with respect to any Class A Preferred Unit, an amount equal to the sum of (a) the Capital Contribution attributable to such Class A Preferred Unit (which, for the avoidance of doubt, will be equal to the Class A Base Amount), plus (b) the Class A Accruing Preference in respect of such Class A Preferred Unit as of such date. Class A Preferred Units shall mean the membership interests in the Company designated as Class A Preferred Units in Section 5.1(a) and having the rights and duties as set forth herein. Class A Redemption Date shall mean the earlier of (i) [ ], , and (ii) the date on which a Sale of the Company Transaction shall occur. Class A Subscription Agreement shall mean that certain Subscription Agreement, dated as of the Effective Date, by an among the Company and the Class A Investors. Class B Preferred Preference Amount shall mean, with respect to each Class B Preferred Unit, ten thousand dollars ($10,000). Class B Preferred Units shall mean the membership interests in the Company designated as Class B Preferred Units in Section 5.1(a) and having the rights and duties as set forth herein. Code shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time, and any corresponding provisions of any succeeding law. Common Tag Price shall have the meaning set forth in Section 8.4(d)(i). 4.1(b)(iii). Common Unit Board Members shall have the meaning set forth in Section Common Unit Equivalents shall mean all (i) options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject) Common Units of the Company (including, without limitation, any note or debt security convertible into or exchangeable for Common Units of the 1 Note to Draft: To be 6 ½ years following the Effective Date. NY v2 4

26 Company), or (ii) phantom units, unit appreciation rights, or other Company Interests that have the effect of diluting the Common Units. Common Units shall mean the membership interests in the Company designated as Common Units in Section 5.1(a) and having the rights and duties as set forth herein. Agreement. Company shall have the meaning set forth in the first paragraph of this Company Interest shall mean the rights of a Member in or to receive distributions (liquidating or otherwise) from and allocations of the profits, losses, gains, deductions and credits of the Company, and other rights of a Member as such. 4.6(d)(iii). Company ROFR Acceptance Notice shall have the meaning set forth in Section Consolidated Leverage Ratio shall mean [ ] 2. Contributed Property shall mean each property or other asset, excluding cash, contributed to the Company (or deemed contributed to the Company for U.S. federal income tax purposes). Control shall mean, as to any specified Person, the power to direct or cause the direction of the management and policies of such specified Person, whether through the ownership of voting securities, by contract or otherwise. The term Controlled shall have a correlative meaning. Covered Person shall mean a current or former Member or Board Member, an Affiliate of a current or former Member or Board Member, any officer, director, shareholder, partner, member, employee, representative or agent of a current or former Member or Board Member or any of their respective Affiliates, or any current or former officer, employee or agent of the Company or any of its Subsidiaries. Dispute Notice shall have the meaning set forth in Section 12.18(b). Effective Date shall have the meaning set forth in the Introduction. Enterprise Value shall mean, with respect to any Sale of the Company Transaction, the sum of (i) the total amount of cash and the Fair Market Value of other property paid or payable in connection with such Sale of the Company Transaction (including amounts paid into escrow) to the Company or any Subsidiary of the Company or to the direct or indirect holders of Units or other Equity Securities of the Company, plus (ii) the principal amount of all indebtedness for borrowed money (other than trade payables) of the Company and its Subsidiaries outstanding immediately prior to consummation of such Sale of the Company Transaction (including any such indebtedness for borrowed money (other than trade payables) of 2 Note to Draft: To be conformed with definition of Consolidated Leverage Ratio in senior credit facility. NY v2 5

27 the Company and its Subsidiaries retired or defeased in connection with such Sale of the Company Transaction). Entity shall mean a Person other than a natural person. Equity Issuance shall have the meaning set forth in Section 5.2(a). Equity Securities shall mean (a) any Units or rights to acquire Units, any Company Interests or rights to acquire Company Interests, or securities convertible into Units or Company Interests and (b) with respect to any of the Company s Subsidiaries, any shares of capital stock or membership interests, warrants, options or other rights to acquire shares of capital stock or membership interests, and debt securities convertible into capital stock or membership interests of such Subsidiary. ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder. Excess Amount shall have the meaning as set forth in Section 5.2(b). Exempt Issuances shall have the meaning set forth in Section 5.2(d). Fair Market Value shall mean, as of any date: (i) in the case of publicly traded securities, the average of their last sales prices on the applicable trading exchange or quotation system on each trading day during the five trading-day period ending on such date; or (ii) in the case of any other property, the fair market value of such property (i.e., the value that would obtain in an arm s length transaction between a willing and informed buyer, under no compulsion to buy, and an unaffiliated and unrelated willing and informed seller, under no compulsion to sell), as determined in good faith by the Board and subject to, to the extent set forth in Section 12.18, the dispute mechanism provided in Section Fiscal Year shall have the meaning set forth in Section Forced Sale Notice shall have the meaning set forth in Section 4.6(a). Forced Sale Transaction shall have the meaning set forth in Section 4.6(a)(iii). Forced Sale Trigger Person shall mean (i) with respect to a Jointly Agreed Forced Sale Transaction, (x) the holders of a majority of the then outstanding Original PRG Preferred Units that shall have approved such Jointly Agreed Forced Sale Transaction, and (y) the holders of a majority of the then outstanding Original II Preferred Units that shall have approved such Jointly Agreed Forced Sale Transaction, (ii) with respect to Pre-Year 1 Forced Sale Transaction, either (x) the holders of a majority of the then outstanding Original PRG Preferred Units that shall have approved such Pre-Year 1 Forced Sale Transaction to the extent such Pre-Year 1 Forced Sale Transaction is approved pursuant to Section 4.6(a)(ii)(x) (or, for purposes of Section 4.6(d), to the extent that the holders of a majority of the then outstanding NY v2 6

28 Original PRG Preferred Units desire to consummate such Pre-Year 1 Forced Sale Transaction), or (y) the holders of a majority of the then outstanding Original II Preferred Units that shall have approved such Pre-Year 1 Forced Sale Transaction to the extent such Pre-Year 1 Forced Sale Transaction is approved pursuant to Section 4.6(a)(ii)(y) (or, for purposes of Section 4.6(d), to the extent that the holders of a majority of the then outstanding Original II Preferred Units desire to consummate such Pre-Year 1 Forced Sale Transaction), or (iii) with respect to a Post-Year 1 Forced Sale Transaction, either (x) the holders of a majority of the then outstanding Original PRG Preferred Units that shall have approved such Post-Year 1 Forced Sale Transaction to the extent such Post-Year 1 Forced Sale Transaction is approved pursuant to Section 4.6(a)(iii)(x) (or, for purposes of Section 4.6(d), to the extent that the holders of a majority of the then outstanding Original PRG Preferred Units desire to consummate such Post-Year 1 Forced Sale Transaction) or (y) the holders of a majority of the then outstanding Original II Preferred Units that shall have approved such Post-Year 1 Forced Sale Transaction to the extent such Post-Year 1 Forced Sale Transaction is approved pursuant to Section 4.6(a)(iii)(y) (or, for purposes of Section 4.6(d), to the extent that the holders of a majority of the then outstanding Original II Preferred Units desire to consummate such Post-Year 1 Forced Sale Transaction). GAAP shall mean U.S. generally accepted accounting principles. Governmental Authority shall mean any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality of the United States of America or any State thereof, or any foreign country or any political subdivision thereof. GSO shall mean, for so long as each such Person holds any Units, each of (i) GSO COF II Facility (Luxembourg) S.À.R.L., (ii) GSO Special Situations Master Fund LP, (iii) GSO Cactus Credit Opportunities Fund LP, (iv) GSO Aiguille Des Grands Montets Fund II LP, (v) GSO Churchill Partners LP, (vi) GSO Palmetto Opportunistic Investment Partners LP, (vii) Steamboat Credit Opportunities Master Fund LP, (vi) GSO Credit-A Partners LP and (ix) GSO Coastline Credit Partners LP. GSO Group shall mean, collectively, (i) GSO for so long as GSO holds any Units, (ii) any Affiliate of GSO to which GSO (or any other member of the GSO Group) shall transfer or assign any Units, for so long as such Affiliate holds any Units, and (iii) any direct and indirect partners, members or owners of GSO to which GSO shall transfer any Units in connection with any distribution, dissolution or similar transaction, in each case, for so long as such Person holds any Units. Implicit Value shall mean, as of any date of determination, with respect to any ROFR Interests and related ROFR Enterprise Value, the aggregate amount of distributions that a holder of such ROFR Interests would receive from a hypothetical distribution by the Company to the holders of Units under Section 7.1(a) on such date in an aggregate amount equal to (i) the applicable ROFR Enterprise Value, minus (ii) the amount specified in clause (ii) of the definition of Enterprise Value as of such date. Imputed Underpayment shall have the meaning set forth in Code section 6225, as amended by the BBA. NY v2 7

29 4.1(b)(ii). Institutional Board Members shall have the meaning set forth in Section Institutional Group shall mean, collectively, (i) each Institutional Investor for so long as such Institutional Investor holds any Units, (ii) any Affiliate of an Institutional Investor to which such Institutional Investor (or any other member of the Institutional Group) shall transfer or assign any Units, for so long as such Affiliate hold any Units, and (iii) and any direct and indirect partners, members or owners of an Institutional Investor to which such Institutional Investor shall transfer any Units in connection with any distribution, dissolution or similar transaction, in each case, for so long as such Person holds any Units. Institutional Investors shall mean (i) GSO and any member of the GSO Group, (ii) Consumer Program Administrators Inc., (iii) ABR Reinsurance LTD and (iv) Irving LLC. Jointly Agreed Forced Sale Transaction shall have the meaning set forth in Section 4.6(a)(i). Jordan Representative shall mean any PRG Board Member that is designated as a Jordan Representative by PRG Holdings by written notice to the Company. Liability shall mean any direct or indirect liability, indebtedness, obligation, expense, claim, loss, damage, deficiency, guaranty or endorsement of or by any Person, absolute or contingent, accrued or unaccrued, due or to become due, liquidated or unliquidated. Loss shall mean any expense (including reasonable costs of investigation and legal fees and disbursements, but only to the extent authorized to be incurred pursuant to Section 11.2(a) judgments, fines or amounts paid in settlements (to the extent such settlement is in conformity with Section 11.2(a)). Major Holder shall mean each Member that (x) holds, as of the Effective Date, any Class B Preferred Units, (y) holds, as of the Effective Date, in excess of 10% of the outstanding fully-diluted Common Units, or (z) if the Institutional Group collectively holds, as of the Effective Date, in excess of 10% of the outstanding fully-diluted Common Units, is, as of the Effective Date, a member of the Institutional Group; provided, however, that, any Member that constitutes a Major Holder shall cease to be a Major Holder from and after the date that such Member ceases to hold any Class B Preferred Units or Common Units. Majority II Consent shall mean the consent of the holders of a majority of the Units held by the Institutional Group. Majority ROFR Members shall have the meaning set forth in Section 4.6(d)(iii). Member shall mean any Person listed on Schedule A hereto and any other Person admitted to the Company as a Member, but, except for purposes of ARTICLE 5, ARTICLE 6 and ARTICLE 7, shall not include any Person who has ceased to be a Member (whether pursuant to this Agreement, by operation of law or otherwise). NY v2 Member Representative shall have the meaning set forth in Section 4.6(b)(vi). 8

30 MergerCo shall mean [PRG II MergerCo, LLC]. Merger shall mean the merger of MergerCo with and into VER pursuant to the Agreement and Plan of Merger. MIP shall mean any management incentive plan pursuant to which the Board has authority to issue Common Units, Common Unit Equivalents, bonuses or bonus schemes, or provide other customary compensation arrangements to employees, directors, consultants, sales representatives and/or advisors of the Company and its Subsidiaries. Net Agreed Value shall mean (i) in the case of any Contributed Property, the Agreed Value of such property reduced by any liabilities either assumed by the Company upon such contribution or to which such property is subject when contributed, and (ii) in the case of any property distributed to a Member by the Company, the Company s Carrying Value of such property (as adjusted pursuant to Section 5.6) at the time such property is distributed, reduced by any indebtedness either assumed by such Member upon such distribution or to which such property is subject at the time of distribution, in either case, as determined under section 752 of the Code. Net Income shall mean, with respect to each Fiscal Year or other period, the excess if any, of the Company s items of income and gain for such Fiscal Year or other period over the Company s items of loss and deduction for such Fiscal Year or other period determined on an accrual basis, and otherwise in accordance with GAAP, and with the following adjustments: (i) any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as such pursuant to Regulations section l(b)(2)(iv)(i) and not otherwise taken into account shall be treated as an expense; and (ii) such adjustments as may be necessary to conform the computation of income or loss in accordance with GAAP to the requirements relating to the maintenance of capital accounts under Regulations section l(b)(2)(iv) and any provisions of this Agreement related thereto. The items included in the calculation of Net Income shall be determined in accordance with ARTICLE 6 and shall not include any items specially allocated under Section 6.2. Once an item of income, gain, loss or deduction that has been included in the initial computation of Net Income is subjected to reallocation under Section 6.2, Net Income or Net Loss, whichever the case may be, shall be recomputed without regard to such item. Net Loss shall mean, with respect to each Fiscal Year or other period, the excess, if any, of the Company s items of loss and deduction for such Fiscal Year or other period over the Company s items of income and gain for such Fiscal Year or other period determined on an accrual basis, and otherwise in accordance with GAAP, and with the following adjustments: (i) any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as such pursuant to Regulations section l(b)(2)(iv)(i) and not otherwise taken into account shall be treated as an expense; and (ii) such adjustments as may be necessary to conform the computation of income or loss in accordance with GAAP to the requirements relating to the maintenance of capital accounts under Regulations section l(b)(2)(iv) and any provisions of this Agreement related thereto. The items included in the calculation of Net Loss shall be determined in accordance with ARTICLE 6 and shall not include any items specially allocated under Section 6.2. Once an item of income, gain, loss or deduction that has been included in the initial NY v2 9

31 computation of Net Income is subjected to reallocation under Section 6.2, Net Income or Net Loss, whichever the case may be, shall be recomputed without regard to such item. Nominating Person shall have the meaning set forth in Section 4.1(c)(ii). Non-Voting Observer shall have the meaning set forth in Section 4.1(d). Notices shall have the meaning set forth in Section Offer Notice shall have the meaning set forth in Section 5.2(b). Original II Common Units shall mean the Common Units held by the Institutional Investors as of the Effective Date. Original II Preferred Units shall mean the Class B Preferred Units held by the Institutional Investors as of the Effective Date. Original PRG Preferred Units shall mean the Class B Preferred Units held by PRG Holdings as of the Effective Date. Participating Member shall have the meaning set forth in Section 5.2(b). Partnership Representative shall have the meaning set forth in Section Permitted Transfer shall mean any Transfer by a member of the PRG Group (i) to any of its Affiliates, (ii) to any other member of the PRG Group, (iii) to the direct and indirect partners, members or owners of such member of the PRG Group, pursuant to any distribution, dissolution or similar transaction, (iv) pursuant to Section 4.6, or (v) in any initial public offering or subsequent public offering. Person shall mean any natural person, corporation, partnership (general, limited or limited liability), limited liability company, joint venture, association, joint-stock company, trust, estate, governmental or regulatory body or other incorporated or unincorporated organization. 4.6(a)(iii). 4.6(a)(ii). Post-Year 1 Forced Sale Transaction shall have the meaning set forth in Section Pre-Year 1 Forced Sale Transaction shall have the meaning set forth in Section Preferred Tag Price shall have the meaning set forth in Section 8.4(d)(i). PRG Board Members shall have the meaning set forth in Section 4.1(b)(i). PRG Group shall mean, collectively, (i) PRG Holdings for so long as PRG Holdings holds any Units, (ii) any Affiliate of PRG Holdings to which PRG Holdings (or any other member of the PRG Group) shall transfer or assign any Units, and (iii) any assignee of NY v2 10

32 transferee of Units pursuant to a Permitted Transfer of the type specified in clause (iii) of the definition of Permitted Transfer. company. PRG Holdings shall mean PRG Holdings, Inc., a Delaware limited liability PRG Inc. shall mean Production Resource Group, Inc., a Delaware corporation. Proceeding shall mean any judicial, administrative or arbitral trial, hearing or other activity, civil, criminal or investigative, the result of which may be that a court, arbitrator, or Governmental Authority may enter a judgment, order, decree or other determination which, if not appealed and reversed, would be binding upon the Company, a Covered Person or another Person subject to the jurisdiction of such court, arbitrator or Governmental Authority. Proportionate Share shall have the meaning set forth in Section 5.2(a). Proposed Purchasers shall have the meaning set forth in Section 8.4(d)(i). 8.4(d)(i). Proposed Tag Closing Date shall have the meaning set forth in Section Proposed Tag Notice shall have the meaning set forth in Section 8.4(d)(i). Proposed Unilateral Forced Sale Transaction shall have the meaning set forth in Section 4.6(d)(i). Qualified Tag Unitholder shall have the meaning set forth in Section 8.4(d)(i). Regulations shall mean the Treasury Regulations promulgated under the Code, as amended from time to time and any corresponding provisions of any succeeding regulations. Residual Gain or Residual Loss shall mean any item of gain or loss, as the case may be, of the Company recognized for U.S. federal income tax purposes resulting from a sale, exchange or other disposition of a Contributed Property or an Adjusted Property, to the extent such item of gain or loss is not allocated pursuant to Section 6.3(b) to eliminate Book-Tax Disparities. Restricted Securities shall mean any Units or Company Interests, or any securities issued with respect to any Units or any Company Interests, by way of a dividend, equity split or equivalent, or a recapitalization, merger, consolidation or other reorganization, to the extent such Restricted Securities have not been sold to the public pursuant to (i) registration under the Securities Act or (ii) Rule 144 (or similar or successor rule) promulgated under the Securities Act. ROFR Enterprise Value shall have the meaning set forth in Section 4.6(d)(ii). ROFR Interests shall have the meaning set forth in Section 4.6(d)(ii). NY v2 11

33 ROFR Notice shall have the meaning set forth in Section 4.6(d)(ii). ROFR Members shall have the meaning set forth in Section 4.6(d)(ii). 4.6(d)(iv). ROFR Members Acceptance Notice shall have the meaning set forth in Section ROFR Purchase Price shall have the meaning set forth in Section 4.6(d)(ii). ROFR Purchaser shall have the meaning set forth in Section 4.6(d)(v). Sale of the Company Transaction shall mean any of (a) a transaction or series of related transactions pursuant to which a Person or a group of related Persons will directly or indirectly acquire 100% of the outstanding Units of the Company, (b) a merger or consolidation in which (i) the Company is a constituent party or (ii) a Subsidiary of the Company is a constituent party and the Company issues Units pursuant to such merger or consolidation, in either such case, other than any such merger or consolidation involving the Company or a Subsidiary in which the Units of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for equity interests of the surviving or resulting Person that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the equity interests (in each case counting any shares or other equity interests issued in such merger or combination to an Affiliate of any holder of Units of the Company prior such merger or combination as existing outstanding Units) of (x) the surviving or resulting Person, or (y) if the surviving or resulting Person is a wholly owned subsidiary of another Person immediately following such merger or consolidation, the parent entity of such surviving or resulting Person, (c) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any Subsidiary of the Company of all or substantially all the assets of the Company and its Subsidiaries taken as a whole, or (d) the sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions) of one or more Subsidiaries of the Company if substantially all of the assets of the Company and its Subsidiaries taken as a whole are held by such Subsidiary or Subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a another Subsidiary of the Company. 4.6(d)(ii). Scheduled ROFR Closing Date shall have the meaning set forth in Section Securities Act shall have the meaning set forth in Section 8.4(a). Senior Equity Security shall mean any Equity Securities issued by the Company that entitle the holder thereof (in its capacity as such) the right to participate in distributions (other than distributions under Section 7.6) by the Company to the holders of its Equity Securities prior to the participation therein by the holders of the Common Units pursuant to Section 7.1(a)(iii); provided, however, that, no Equity Security shall be deemed a Senior Equity Security to the extent that it entitles the holder thereof (in its capacity as such) the right to participate pari passu with the holders of Common Units in distributions pursuant to Section 7.1(a)(iii). NY v2 12

34 Subsidiary shall mean, with respect to any specified Person, any other Person not less than a majority of the overall economic equity in which is beneficially owned, directly or indirectly through one or more intermediaries, by, and which, directly or through one or more intermediaries, is Controlled by, such specified Person. Tag Common Units shall have the meaning set forth in Section 8.4(d)(i). Tag Preferred Units shall have the meaning set forth in Section 8.4(d)(i). Tag-Along Notice shall have the meaning set forth in Section 8.4(d)(ii). Tag-Along Period shall have the meaning set forth in Section 8.4(d)(ii). Tag-Along Seller shall have the meaning set forth in Section 8.4(d)(i). Tag-Along Transfer shall have the meaning set forth in Section 8.4(d)(i). Tag-Along Unitholder shall have the meaning set forth in Section 8.4(d)(ii). Tag-Restricted Units shall have the meaning set forth in Section 8.4(d)(i). Taxable Income or Taxable Loss shall mean, with respect to each taxable year or other period, an amount equal to the Company s taxable income or loss for such taxable year or other period determined on the cash method of accounting and in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be separately stated pursuant to Section 703(a)(1) of the Code shall be included in such taxable income or loss). Taxing Jurisdiction shall mean the U.S. federal government and any state, local, or foreign government that collects tax, interest or penalties, however designated, on any Member s share of the income or gain attributable to the Company. Transfer shall mean, as the case may be, (i) to directly or indirectly transfer, sell, assign, distribute, pledge, encumber or otherwise dispose of, either voluntarily or involuntarily, including by gift, by way of a merger (forward or reverse) or similar transaction, by operation of law or otherwise, or (ii) any direct or indirect transfer, sale assignment, distribution, pledge, encumbrance or other disposition, either voluntarily or involuntarily, including by gift, by way of merger (forward or reverse) or similar transaction, by operation of law or otherwise. When used with reference to any Unit or Company Interest, the term Transfer includes any Transfer of any interest in such Unit or Company Interest. 4.6(a)(iii). Unilateral Forced Sale Transaction shall have the meaning set forth in Section Unit shall mean any Class A Preferred Unit, Class B Preferred Unit or Common Unit. Unless otherwise specifically set forth herein, the Class A Preferred Units, the Class B Preferred Units and Common Units shall be deemed a separate class of Units. NY v2 13

35 Unrealized Gain attributable to any item of Company property shall mean, as of any date of determination, the excess, if any, of (a) the Fair Market Value of such property as of such date over (b) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 5.6 as of such date). Unrealized Loss attributable to any item of Company property shall mean, as of any date of determination, the excess, if any, of (a) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 5.6 as of such date), over (b) the Fair Market Value of such property as of such date. NY v2 VER shall mean VER Technologies HoldCo, LLC. ARTICLE 2 ORGANIZATION Section 2.1. Formation. The Company was formed as a limited liability company under and pursuant to the provisions of the Act upon the filing of the Certificate of Formation of the Company with the Office of the Secretary of State of the State of Delaware on December 4, 2017, and the Members hereby ratify and confirm the formation of the Company as a limited liability company and the execution and filing of such Certificate of Formation. Section 2.2. Name. The name of the Company shall be Production Resource Group II, LLC or such other name as the Sole Member may from time to time designate. Section 2.3. Purposes. The purposes for which the Company is formed are to provide lighting, audio, video, LED, scenery, rigging, automation and other technology solutions to the theatrical, live music, corporate events, TV, film, sports, digital cinema and other entertainment markets or any other lawful activity, and to exercise all the rights and powers that the Company may have in connection therewith. Section 2.4. Powers. The Company shall have the all the powers that a limited liability company may have under the Act, including the power to do any and all acts and things necessary, appropriate, proper, advisable, convenient or incidental (or determined in good faith by the Board to be so necessary, appropriate, proper, advisable, convenient or incidental) for or to the furtherance or accomplishment of the purposes described in Section 2.3 and for the protection of the Company. Section 2.5. Registered Office. The registered agent for service of process on the Company and the address of the Company s registered office in the State of Delaware shall be Corporation Service Company, 251 Little Falls Dr., Wilmington, DE or such other agent or office in the State of Delaware as the Board may from time to time designate. Section 2.6. Executive Office. The Company s executive office shall be located at 200 Business Park Drive, Armonk, NY or at such other place as the Board shall from time to time determine. Section 2.7. Duration. The Company shall perpetually continue in existence unless and until its existence is terminated as provided in Section

36 ARTICLE 3 THE MEMBERS Section 3.1. Restrictions on the Members. The Members, in such capacity, shall take no part in the operation of the Company or the management or control of its business and affairs and shall have no right or authority to act for the Company or to take any part in or in any way to interfere in the conduct or management of the Company or to vote on matters relating to the Company other than as required by the Act or as otherwise expressly set forth in this Agreement. Section 3.2. Limited Liability. Without limitation of any limitations on liability provided under Section of the Act, except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company; and no Member, Board Member, employee or agent of the Company shall be obligated personally for any debt, obligation or liability of the Company, or for any debt, obligation or liability of any other member, Board, employee or agent of the Company, by reason of being a member, or acting as a Board, employee or agent, of the Company. Section 3.3. Voting Rights. Each holder of Common Units shall be entitled to one vote per Common Unit held by each such holder for all matters pursuant to which such holders of Common Units shall have voting rights as provided by this Agreement or required by the Act. Except as expressly set forth in this Section 3.3, and notwithstanding any provision of the Act, no Units shall have any voting rights. Section 3.4. Meetings of the Members. (a) Place. All meetings of the Members shall be held at such place within or without the State of Delaware as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. (b) Annual Meeting. An annual meeting of the Members shall be held each year on the date determined by the Board. At each annual meeting of the Members, (i) the Board shall present to the Members the annual financial statements of the Company for the prior fiscal year together with the annual operating budget of the Company for the then current fiscal year, and (ii) the holders of the Common Units shall be entitled to vote on the approval of the Company s Auditor. (c) Special Meetings. Subject to the provisions of the Act or any other applicable law, special meetings of the Members, for any purpose or purposes, shall be called at any time by resolution of the Board. Such request shall state the purpose or purposes of the proposed meeting. (d) Notice of Meetings. Written notice of every meeting of the Members, stating the purpose or purposes for which the meeting is called and a description of the matters to be considered at such meeting, the date, hour and place of the meeting, and, unless it is an annual meeting, indicating that it is being issued by or at the direction of the Person or Persons calling the meeting, shall be given, not less than ten (10) nor more than fifty (50) calendar days before the date of the meeting, to each Member entitled to vote at such meeting. Such notice shall be 15 NY v2

37 directed to a Member at his or its address as it shall appear on the books of the Company unless he shall have filed another address, in which case it shall be mailed to the address designated in such request. (e) Quorum. Members holding a majority of the aggregate number of outstanding Common Units, present in person or represented by proxy, shall constitute a quorum at all meetings of the Members for the transaction of business. If there shall not be a quorum, the Members entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place to which the meeting shall be adjourned, until there shall be a quorum. At such adjourned meeting at which there shall be a quorum, any business may be transacted which might have been transacted on the original date of the meeting. (f) Action Taken at Meetings. When there is a quorum to organize a meeting, the votes cast by the Members holding a majority of the aggregate number of outstanding Common Units shall decide any question and authorize any action of the Company brought before such meeting, unless the question is one upon which, by express provision of the Act or other applicable law or this Agreement, a different vote is required, in which case such express provision shall govern and control the decision of such question. (g) Proxies. Members may vote their Units by proxy. Every proxy must be dated and executed by the Member or by his or its duly authorized attorney. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless it shall have specified therein its duration. Every proxy shall be revocable at the pleasure of the Person executing it or of his or its personal representatives or assigns, except in those cases where an irrevocable proxy is permitted by statute. (h) Consents. Whenever the vote of the Members at a meeting thereof is required or permitted to be taken in connection with any action of the Company by any provision of the Act, applicable law and this Agreement, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by the holders of at least the minimum number of Units entitled to vote thereon that would be necessary to authorize or take such action at a meeting at which all Units entitled to vote thereon were present and voted. ARTICLE 4 GOVERNANCE Section 4.1. The Board. (a) Number of Board Members. The Company shall have a Board of Managers (the Board ) consisting of seven members (each a Board Member ), or such other number of members as shall be established by resolution of the Board. (b) Appointment of Board Members. (i) Until the occurrence of the Board Expiration Date, four (4) Board Members (the PRG Board Members ) shall be appointed by the holders of a majority of the NY v2 16

38 then outstanding Original PRG Preferred Units. The initial PRG Board Members shall be Jeremiah J. Harris, Adam E. Max, Ian F. Arons and [ ]. (ii) Until the occurrence of the Board Expiration Date, three (3) Board Members (the Institutional Board Members ) shall be appointed by the holders of a majority of the then outstanding Original II Preferred Units. The initial Institutional Board Members shall be [ ], [ ] and [ ]. (iii) In the event that a Board Expiration Event occurs, then (A) the PRG Board Members and the Institutional Board Members shall immediately resign as Board Members and, in the event that any such Board Member shall fail to so immediately resign, such Board Member shall automatically be removed as a Board Member, and (B) from and after such date, the holders of a majority of the outstanding Common Units shall thereafter have the right to designate seven (7) Board Members (in the event that, pursuant to this foregoing clause (iii), the holders of a majority of the outstanding Common Units shall have the right to designate one or more Board Members, such Board Members are herein referred to as the Common Unit Board Members ). (c) Term, Removal, Resignation and Replacement. (i) Each Board Member shall serve in such capacity until such Board Member resigns, is removed or is replaced pursuant to the terms of Section 4.1(b)(iii) or this Section 4.1(c). (ii) Upon delivery of written notice to the Company from the entities or persons possessing the right to appoint a particular PRG Board Member, Institutional Board Member or Common Unit Board Member pursuant to Section 4.1(b) (each, a Nominating Person ) of such Nominating Person s election to remove such Board Member, such Board Member shall automatically be removed as a Board Member. (iii) Any Board Member may resign at any time by giving written notice to the Company. Such resignation shall take effect on the date of the receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. (iv) At any time a vacancy is created on the Board by the death, removal or resignation of any Board Member, the applicable Nominating Person as provided in Section 4.1(b) shall be permitted to appoint a Board Member to fill such vacancy. (d) Board Observation Rights. From and after the Board Expiration Date, one representative designated by the GSO Group (in such capacity, the Non-Voting Observer ) shall, subject to such Non-Voting Observer entering into a customary confidentiality agreement with the Company, have the right, for so long as the GSO Group continues to hold at least ten percent (10%) of the outstanding Common Units, (i) to attend all (in person or telephonically) meetings of the Board (in a non-voting capacity) and all committees thereof and the meetings of the board of directors or similar governing bodies (and all committees thereof) of all Subsidiaries of the Company and (ii) to receive, with respect to each such meeting, notice of such meetings and all information and materials that are distributed in respect of such meeting to other 17 NY v2

39 attendees of such meetings at the same time they are given or distributed to such other attendees, and receive copies of or a summary of any material actions taken by such governing body at such meeting in which the Non-Voting Observer was not in attendance promptly following such meeting; provided that a Non-Voting Observer may be excluded from any such meeting or from receiving such information, materials, actions or summaries (or the relevant portions thereof) if the Company reasonably determines that such exclusion is necessary to protect attorney-client privilege, so long as, in each case, the Company notifies the Non-Voting Observer of such determination and provides the Non-Voting Observer a general description of the information, materials, actions or summaries that have been withheld to the extent that providing such description does not the Company s reasonable judgment jeopardize the attorney-client privilege to be preserved (it being understood and agreed that the Company will take reasonable steps to minimize any such exclusions). The Company shall reimburse the Non-Voting Observer for its reasonable and documented out-of-pocket costs incurred in attending meetings of any governing body of the Company or its Subsidiaries as provided in this section. Section 4.2. Meetings and Determinations of the Board. (a) The Board shall hold meetings at such times as such meetings shall be called in accordance with this clause (a). Meetings may be called at any time by any PRG Board Member, Institutional Board Member or Common Unit Board Member. Notice of each meeting of the Board stating its time and place and a general description of the matters to be discussed or approved at such meeting shall be given (in writing or orally) to each Board Member not less than two business days prior to the date of the meeting. Any Board Member may waive notice to him or her of a meeting of the Board, in writing, before, at or after the meeting. The attendance of any Board Member at a meeting of the Board shall constitute a waiver by such Board Member of notice of such meeting, except where such Board Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not properly called or convened. Subject to the provisions of this Agreement, the Board may regulate its proceedings in such manner as it determines from time to time; provided, however, that, prior to the Board Expiration Date, (i) the Board shall not delegate any power or authority of the Board to any committee of the Board unless such committee shall be composed of a number of PRG Board Members and Institutional Board Members that is substantially proportionate to the relative ownership of Class B Preferred Units by the PRG Group and the Institutional Group, respectively, and (ii) the meeting quorum requirements established for any such committee of the Board shall require that at least one PRG Board Member and at least one Institutional Board Member is present and participating at such meeting (provided, however, that, in the event that all of the Institutional Board Members that are members of such committee shall fail to attend and participate in two consecutive meetings of such committee, the presence and participation of a Institutional Board Member shall cease to be required for a quorum to be established at the immediately following meeting of such committee). (b) Board Members may participate in a meeting of the Board by means of conference telephone or similar communications equipment through which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute attendance in person at such meeting. Board Members may vote by proxy in connection with any vote of the Board at a meeting. The Board shall have authority to act at a meeting if a quorum is present, which quorum shall be established only if (i) at least a majority NY v2 18

40 of the Board Members present and participating at such meeting are PRG Board Members, (ii) for so long as Jeremiah J. Harris is a PRG Board Member, Jeremiah J. Harris (or an alternative PRG Board Member designated by Jeremiah J. Harris) is present and participating at such meeting (provided, however, that, in the event that the matter being discussed or determined at such meeting of the Board relates to the termination or replacement of the CEO, Jeremiah J. Harris presence and participation (or the presence and participation of an alternative PRG Board Member designated by Jeremiah J. Harris) shall not be required to establish quorum), (iii) at least one PRG Board Member that is a Jordan Representative is present and participating at such meeting, and (iv) prior to the Board Expiration Date, at least one Institutional Board Member is present and participating at such meeting (provided, however, that, in the event that all of the Institutional Board Members shall fail to attend and participate in two consecutive meetings of the Board for which notice shall have been duly delivered in accordance with this Agreement, the presence and participation of a Institutional Board Member shall cease to be required for a quorum to be established at the immediately following meeting of the Board). (c) Subject to the quorum requirements set forth in Section 4.2(b) above and the restrictions in Section 4.5 below, the affirmative vote of a majority of the Board Members in attendance (in person or by proxy) at the applicable meeting of the Board shall be required for the approval of any action of the Board, and the Board may act only by such a vote. Any action that may be taken by the Board at a meeting may be taken, without notice or a meeting, by resolution of the Board adopted by a unanimous written consent of all of the Board Members. Any such written consent may be executed and delivered in multiple counterparts and on separate counterparts. Notwithstanding the foregoing, if the Chief Executive Officer of the Company (the CEO ) is a Board Member and the vote or consent of the Board relates to the termination or replacement of the CEO, the affirmative vote of a majority of the Board Members (other than the CEO) in attendance (in person or by proxy) at the applicable meeting of the Board shall be required for the approval of any such action of the Board or, if such action is adopted by a written consent, the written consent of all of the Board Members (other than the CEO). (d) The Company shall bear the out-of-pocket costs and expenses incurred by the Board Members with respect to serving as Board Members. (e) The Board shall appoint officers of the Company in addition to the CEO, including a Chief Financial Officer, Secretary, one or more Vice Presidents and such other officers as from time to time determined by the Board. Such other officers shall serve at the pleasure of the Board, may be removed and replaced at any time by the Board, and shall have the authority or responsibilities delegated to them by the Board (which shall in no event include the power to take any action requiring the approval of the members without having obtained such approval). Officers need not be Members or Board Members. Section 4.3. Powers and Duties of the Board. (a) Subject to Section 4.5, the Board shall have the sole right to manage, control and conduct the affairs of the Company and to do any and all lawful acts on behalf of the Company and to exercise all rights and powers of the Company under any agreement applicable to the Company. Without limitation of the preceding sentence of this Section 4.3(a), subject to NY v2 19

41 any other limitations set forth herein, the Board shall have the power and authority (in the name and on behalf of the Company or otherwise), which power and authority shall be exclusive, to: (i) negotiate and execute the acquisition or divestiture by the Company of any debt or equity securities of any of its Subsidiaries; (ii) exercise all rights of the Company with respect to any of its Subsidiaries or as a party to agreements affecting the rights of the Company with respect to any Subsidiary including shareholder agreements, registration rights agreements and underwriting agreements; (iii) distribute securities in kind; (iv) determine the Fair Market Value of material property contributed to the capital of or distributed by the Company; (v) to issue any debt securities or otherwise incur any material indebtedness or grant or suffer to exist any security interest or other lien or encumbrance on any property or assets of the Company or enter into any conditional sale or similar agreement, in each case, outside the ordinary course of business; (vi) acquire or dispose of any material property or assets of the Company outside the ordinary course of business; (vii) make the elections and filings described in Section 10.5(a); and (viii) amend this Agreement as permitted by Section 4.5, 5.1(c) or Section 4.4. Subsidiary Boards. Prior to the Board Expiration Date, with respect to any Subsidiary of the Company that has a board of directors, board of managers or similar governing body, unless otherwise approved by a majority of the Institutional Board Members and a majority of PRG Board Members, the Company shall cause the members of the board of directors, board of managers or similar governing body of each such Subsidiary to be comprised of the PRG Board Members, the Institutional Board Members and such other members as may be agreed upon by a majority of the Institutional Board Members and a majority of PRG Board Members. Section 4.5. Protective Provisions. (a) Prior to the Board Expiration Date, the Company shall not be entitled to engage in any of the following actions or transactions without the affirmative vote or written consent of the holders of a majority of the then outstanding Original II Preferred Units: (i) the acquisition, by merger, equity acquisition, asset purchase or otherwise, by the Company or any of its Subsidiaries of any entity (each, an Acquisition ) to the extent that such Acquisition is financed, in whole or in part, through either (A) the issuance of indebtedness for borrowed money by the Company or any of its Subsidiaries (whether or not such indebtedness is convertible into Equity Securities of the Company or any of its NY v2 20

42 Subsidiaries) ( Acquisition Debt ), or (B) issuance of any Senior Equity Securities by the Company ( Acquisition Equity ), unless, in any such case, the sum of (x) the aggregate principal amount of all Acquisition Debt issued in connection with such Acquisition (together with the aggregate principal amount of all Acquisition Debt issued in connection with any other Acquisition previously consummated by the Company or any of its Subsidiaries during the Company s then current fiscal year), plus (y) the Fair Market Value of all Acquisition Equity issued in connection with such Acquisition (together with the aggregate Fair Market Value of all Acquisition Equity issued in connection with any other Acquisition previously consummated by the Company or any of its Subsidiaries during the Company s then current fiscal year) does not exceed $50,000,000; (ii) except for the issuances of Units on the Effective Date pursuant to Section 5.11, the issuance and sale by the Company of any Senior Equity Securities (other than any Acquisition Equity) or by any Subsidiary of the Company of any Equity Securities other than, in any such case, (A) the issuance of any Equity Securities by any Subsidiary of the Company to the Company or any other Subsidiary of the Company, or (B) the issuance of any Equity Securities in connection with any joint venture to the extent that the Fair Market Value of such Equity Securities (together with the aggregate Fair Market Value of all other Equity Securities issued in connection with any other joint venture previously consummated by the Company or any of its Subsidiaries during the Company s then current fiscal year) does not exceed $25,000,000; (iii) the incurrence by the Company or any of its Subsidiaries of any indebtedness for borrowed money if, after giving effect to such additional indebtedness, the Consolidated Leverage Ratio, calculated on a pro forma basis, shall exceed the sum (x) the Consolidated Leverage Ratio as of the Effective Date (assuming, for such purposes, that all revolving loan commitments under any revolving indebtedness of the Company and its Subsidiaries as of the Effective Date shall have been drawn in full as of the Effective Date), plus (y) 0.25x; (iv) the making by the Company of any distribution in respect of the Units, other than (w) distributions made in accordance with Section 7.1, (x) distributions made in accordance with Section 7.5, (y) repurchases of Equity Securities issued pursuant to the MIP in accordance with the terms of the MIP as from time to time approved by the Board, and (z) redemptions of Class A Preferred Units pursuant to Section 8.5; (v) engaging in, or permitting any Subsidiary of the Company to engage in, any transaction with any Affiliate of the Company or any Subsidiary other than (A) intercompany transactions among the Company and any of its Subsidiaries or among any Subsidiaries of the Company, or (B) any transaction that is, in the aggregate, no less favorable to the Company or any of its Subsidiaries than would be obtained in a comparable arm s-length transaction with a third party who is not an Affiliate of the Company or any Subsidiary; (vi) making any change to the number of Board Members or to the number of members of the board of directors, board of managers or similar governing body of any Subsidiary of the Company; NY v2 21

43 (vii) adopt any amendment to, or restatement of, this Agreement or the certificate of formation of the Company which, in any such case, adversely affects the rights, preferences, powers and/or privileges of the Institutional Group; (viii) except pursuant to a Jointly Agreed Forced Sale or a Pre-Year 1 Forced Sale Transaction consummated in accordance with Section 4.6, enter into a Sale of the Company Transaction prior to the first anniversary of the Effective Date at an Enterprise Value of less than $2.25 billion; (ix) make any material change in the nature of the business of the Company or any of its Subsidiaries; or (x) [consummate any sale of properties, assets or securities of the Company or any of its Subsidiaries in violation of any provision of the [New Second Lien Term Loan] as in effect on the Effective Date]. (b) From and after the Board Expiration Date, the Company shall not be entitled to approve any of the following actions or transactions without the affirmative vote or written consent of the holders of a majority of the then outstanding Original II Common Units: (i) the making by the Company of any distribution in respect of the Units, other than (w) distributions made in accordance with Section 7.1, (x) distributions made in accordance with Section 7.5, (y) repurchases of Equity Securities issued pursuant to the MIP in accordance with the terms of the MIP as from time to time approved by the Board, and (z) redemptions of Class A Preferred Units pursuant to Section 8.5; (ii) engaging in, or permitting any Subsidiary of the Company to engage in, any transaction with any Affiliate of the Company other than (A) intercompany transactions among the Company and any of its Subsidiaries or among any Subsidiaries of the Company, or (B) any transaction that is, in the aggregate, no less favorable to the Company or any of its Subsidiaries than would be obtained in a comparable arm s-length transaction with a third party who is not an Affiliate of the Company; or (iii) adopt any amendment to, or restatement of, this Agreement or the certificate of formation of this Company which, in any such case, adversely affects the rights, preferences, powers and/or privileges of the Institutional Group. Section 4.6. (a) Forced Sale Transactions. Generally. If: (i) a bona fide transaction or series of related transactions constituting a Sale of the Company Transaction is approved by both (x) the holders of a majority of the then outstanding Original PRG Preferred Units, and (y) the holders of a majority of the then outstanding Original II Preferred Units (a Jointly Agreed Forced Sale Transaction ); (ii) at any time prior to the first anniversary of the Effective Date, a bona fide transaction or series of related transactions constituting a Sale of the Company NY v2 22

44 Transaction at an Enterprise Value of not less than $2,250,000,000 is approved in writing by either (x) the holders of a majority of the then outstanding Original PRG Preferred Units, or (y) the holders of a majority of the then outstanding Original II Preferred Units (a Pre-Year 1 Forced Sale Transaction ); or (iii) at any time on or after the first anniversary of the Effective Date, a bona fide transaction or series of related transactions constituting a Sale of the Company Transaction is approved by either (x) the holders of a majority of the then outstanding Original PRG Preferred Units, or (y) the holders of a majority of the then outstanding Original II Preferred Units (a Post-Year 1 Forced Sale Transaction ; and together with a Pre-Year 1 Forced Sale Transaction, each an Unilateral Forced Sale Transaction ; and a Unilateral Forced Sale Transaction, together with a Jointly Agreed Forced Sale Transaction, each a Forced Sale Transaction ), the Forced Sale Trigger Person shall, subject to the provisions of Section 4.6(d) below, deliver written notice thereof (a Forced Sale Notice ) to all Members. (b) Actions to be Taken. Subject to (x) the provisions of Section 4.6(d) below in the case of a Unilateral Forced Sale Transaction, and (y) the restrictions and limitations set forth in Section 4.6(c) below, upon the delivery by the Forced Sale Trigger Person of a Forced Sale Notice to the Members in respect of a Forced Sale Transaction: (i) if such Forced Sale Transaction requires the vote or approval of any of the Members (whether pursuant to this Agreement, applicable law or otherwise), each Member shall take all actions necessary to approve such Forced Sale Transaction and to vote (in person, by proxy or by action by written consent, as applicable) all of the Units or other Company Interests that such Member owns or over which such Member otherwise exercises voting power in favor of, and adopt, such Forced Sale Transaction and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company, the Members or the Forced Sale Trigger Person to consummate such Forced Sale Transaction; (ii) to the extent such Forced Sale Transaction is structured as a sale of Units or other Company Interests, each Member shall sell, transfer and assign all of its right, title and interest in and to all of the Units and other Company Interests held by each such Member to the applicable buyer or buyers in such Forced Sale Transaction; (iii) each Member shall take, and shall cause all of its Affiliates to take, all actions necessary or reasonably required to consummate the Forced Sale Transaction; (iv) each Member shall execute and deliver all documentation related to such Forced Sale Transaction and shall take such other action in support of such Forced Sale Transaction as shall reasonably be requested by the Company or the Forced Sale Trigger Person, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, any associated indemnity agreement, or escrow agreement, any associated voting, support, or joinder agreement, consent, waiver, governmental filing, and any similar or related documents; (v) each Member shall refrain from (x) exercising any dissenters rights or rights of appraisal under applicable law at any time with respect to such Forced Sale NY v2 23

45 Transaction, or (y) asserting any claim or commencing any suit (A) challenging the Forced Sale Transaction or this Agreement, or (B) alleging a breach of any fiduciary duty in connection with the evaluation, negotiation or entry into the Forced Sale Transaction, or the consummation of the transactions contemplated thereby; and (vi) in the event that the Forced Sale Trigger Person, in connection with such Forced Sale Transaction, appoints a Member representative (the Member Representative ) with respect to matters affecting the Members under the applicable definitive transaction agreements following consummation of such Forced Sale Transaction, each Member shall (x) consent to (i) the appointment of such Member Representative, (ii) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (iii) the payment of such Member s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable out-of-pocket expenses to such Member Representative in connection with such Member Representative s services and duties in connection with such Forced Sale Transaction and its related service as the representative of the Members, and (y) not to assert any claim or commence any suit against the Member Representative or any other Member with respect to any action or inaction taken or failed to be taken by the Member Representative, within the scope of the Member Representative s authority, in connection with its service as the Member Representative, absent fraud, gross negligence, bad faith or willful misconduct. (c) Conditions to a Forced Sale Transaction. The obligations of the Members pursuant to Section 4.6(b) with respect to a Forced Sale Transaction are subject to the satisfaction of the following conditions: (i) to the extent such Forced Sale Transaction is structured as a sale of Units or other Company Interests or a merger or consolidation in which the Company is a constituent party, such Member shall receive the same proportion of the aggregate consideration from such Forced Sale Transaction that such Member would have received if such aggregate consideration (which amount shall not include any escrowed or withheld amounts until such time such amounts are unconditionally released and paid to the sellers) had been distributed by the Company to the Members in complete liquidation pursuant to the rights and preferences set forth in Section 7.1 as in effect immediately prior to the Forced Sale Transaction; (ii) to the extent such Forced Sale Transaction is structured as a sale of Units or other Company Interests or a merger or consolidation in which the Company is a constituent party, each of the Members shall receive the same form of consideration in such Forced Sale Transaction or, in the event that there are multiple forms of consideration payable in such Forced Sale Transaction, each of the Members shall receive each such form of consideration in the same proportions; (iii) any representations and warranties to be made by such Member in connection with the Forced Sale Transaction shall be limited to representations and warranties related to authority, due authorization, enforceability, ownership, no liens, noncontravention and the ability to convey title to the Equity Securities being sold or transferred; NY v2 24

46 (iv) no Member shall be liable for the inaccuracy of any representation or warranty made by any other Person (other than the Company) in connection with the Forced Sale Transaction; (v) the liability for indemnification, if any, of each Member in the Forced Sale Transaction and for the inaccuracy of any representations and warranties made by the Company in connection with such Forced Sale Transaction, is several and not joint with any other Person; (vi) any expenses incurred for the benefit of the Company or all Members, and any indemnities, holdbacks, escrows and similar items relating to the Forced Sale Transaction, that are not paid or established by the Company (other than those that relate to representations of a Member set forth in clause (iii) above) shall be paid or established by the Members in proportion to the reduced amount of consideration each Member would have received, in accordance with clause (i) above, if the aggregate consideration from such Forced Sale Transaction had been reduced by the aggregate amount of such expenses, indemnities, holdbacks, escrows or similar items; (vii) in no event shall any Member be required to agree to be liable for expenses, indemnities, holdback escrows or similar items or liabilities in excess of the proceeds actually received by such Member in such Forced Sale Transaction; (viii) in no event shall any Member or any direct or indirect holder of Equity Securities of any Member, or any of their respective Affiliates, be required to agree to any restrictive covenants (other than customary confidentiality provisions) in connection with such Forced Sale Transaction; and (ix) in the event that such Forced Sale Transaction is a Unilateral Forced Sale Transaction, such Forced Sale Transaction must be permitted under Section 4.6(d) below. (d) Right of First Refusal in Respect of a Unilateral Forced Sale Transaction. (i) Notwithstanding anything to the contrary set forth in this Section 4.6, in the event that (x) a Forced Sale Trigger Person shall receive a bona fide offer from an unrelated third party with respect to a Sale of the Company Transaction, and (y) such Forced Sale Trigger Person desires to seek to cause such Sale of the Company Transaction to be consummated as a Unilateral Forced Sale Transaction under Sections 4.6(a) and 4.6(b) (such proposed Sale of the Company Transaction, the Proposed Unilateral Forced Sale Transaction ), prior to delivering a Forced Sale Notice to the Members under Section 4.6(a), such Forced Sale Trigger Person must first comply with the provisions of this Section 4.6(d). (ii) Prior to exercising its rights under Section 4.6(a) to deliver a Forced Sale Notice in respect of such Proposed Unilateral Forced Sale Transaction, the Forced Sale Trigger Person shall give written notice (the ROFR Notice ) to (x) the Company and (y) each of the other Members holding Class B Preferred Units (excluding the Forced Sale Trigger Person, the ROFR Members ), which ROFR Notice shall set forth (A) that (i) such Forced Sale Trigger Person has received a bona fide offer from an unrelated third party with respect to a Sale 25 NY v2

47 of the Company Transaction, and (ii) such Forced Sale Trigger Person desires to seek to cause such Sale of the Company Transaction to be consummated as a Unilateral Forced Sale Transaction, (B) the Enterprise Value reflected in such Proposed Unilateral Forced Sale Transaction (the ROFR Enterprise Value ), and (C) a scheduled closing date for any purchase and sale of ROFR Interests under this Section 4.6(d) in respect of the exercise of any of the Company s or the ROFR Members rights under this Section 4.6(d) to purchase such ROFR Interests (the Scheduled ROFR Closing Date ) (which Scheduled ROFR Closing Date shall in no event be less than ninety (90) days after the Forced Sale Trigger Person s delivery of the ROFR Notice) and (D) the other material terms and conditions of such Proposed Unilateral Forced Sale Transaction, which other terms and conditions must satisfy each of the conditions to a Forced Sale Transaction set forth in Section 4.6(c) above. A ROFR Notice shall constitute an offer by the Forced Sale Trigger Person to (x) the Company to sell and transfer all of the Units and other Company Interests held by such Forced Sale Trigger Person (the ROFR Interests ) to the Company at an aggregate purchase price, payable in cash, equal to the product of (x) the Implicit Value of the ROFR Interests as determined by reference to the ROFR Enterprise Value, times (y) 102.5% (such product, the ROFR Purchase Price ), and (y) in the event that the Company shall not exercise its rights under this Section 4.6(d) to purchase the ROFR Interests at the ROFR Purchase Price, the ROFR Members to sell and transfer all of the ROFR Interests to the ROFR Members (as set forth in this Section 4.6(d)) at an aggregate purchase price, payable in cash, equal to the ROFR Purchase Price. (iii) Upon receipt of a ROFR Notice from a Forced Sale Trigger Person, the Company shall have the right to purchase all, but not less than all, of the ROFR Interests from the Forced Sale Trigger Person at an aggregate purchase price, payable in cash, equal to the ROFR Purchase Price. The Company shall have the right to exercise such right by delivery of written notice thereof (a Company ROFR Acceptance Notice ) to the Forced Sale Trigger Person and the ROFR Members no later than forty-five (45) days following the delivery to the Company and the ROFR Members of the ROFR Notice. The rights of the Company under this Section 4.6(d) with respect to any Proposed Unilateral Forced Sale Transaction shall terminate with respect to such Proposed Unilateral Forced Sale Transaction if the Company shall fail to deliver a Company ROFR Acceptance Notice in accordance with the foregoing within the forty-five day period specified above. (iv) In the event that the Company shall fail to deliver the Company ROFR Acceptance Notice pursuant to Section 4.6(d)(iii) above within the forty-five day period referred to therein, the ROFR Members holding at least a majority of the Class B Preferred Units then held by all of the ROFR Members (the Majority ROFR Members ), acting jointly, shall have the right to purchase all, but not less than all, of the ROFR Interests from the Forced Sale Trigger Person at an aggregate purchase price, payable in cash, equal to the ROFR Purchase Price. The Majority ROFR Members shall have the right to exercise such right by joint delivery of written notice thereof (a ROFR Members Acceptance Notice ) to the Forced Sale Trigger Person and the Company no earlier than forty-six (46) days following, but no later than sixty (60) days following, the delivery to the ROFR Members of the ROFR Notice. The rights of all of the ROFR Members under this Section 4.6(d) with respect to any Proposed Unilateral Forced Sale Transaction shall terminate with respect to such Proposed Unilateral Forced Sale Transaction if the Majority ROFR Members shall fail to jointly deliver a ROFR Members Acceptance Notice in accordance with the foregoing within the timeperiod specified above. NY v2 26

48 (v) In the event that the Company shall have timely exercised its rights to purchase all of the ROFR Interests in accordance with Section 4.6(d)(iii), then the Forced Sale Trigger Person must sell the ROFR Interests to the Company, and the Company must purchase the ROFR Interests from the Forced Sale Trigger Person, in accordance with this Section 4.6(d). In the event that (A) the Company shall have failed to timely exercise its rights to purchase all of the ROFR Interests in accordance with Section 4.6(d)(iii) and (B) the Majority ROFR Members shall have timely jointly exercised their rights to purchase all of the ROFR Interests in accordance with Section 4.6(d)(iv), then the Forced Sale Trigger Person must sell the ROFR Interests to the Majority ROFR Members, and the Majority ROFR Members must purchase the Majority ROFR Members from the Forced Sale Trigger Person, in accordance with this Section 4.6(d). The closing of any purchase and sale of ROFR Interests pursuant to this Section 4.6(d) shall be held at the principal office of the Company at 11:00 a.m. local time on a Business Day chosen by the Company (in the case the Company is the purchaser) or the Majority ROFR Members (in the case the Majority ROFR Members are the purchasers) (as applicable, the ROFR Purchaser ) which date shall be no later than the applicable Scheduled ROFR Closing Date; provided, however, that such closing may be held at such other time and place as the Forced Sale Trigger Person and the ROFR Purchaser may agree. At such closing, the Forced Sale Trigger Person shall deliver such instruments to the ROFR Purchaser, executed by it and in form and substance reasonably satisfactory to the ROFR Purchaser, as shall be necessary to transfer, assign and convey the ROFR Interests to the ROFR Purchaser, which ROFR Interests shall be transferred free and clear of all liens or other encumbrances (other than those imposed under applicable securities laws and this Agreement), against payment by the ROFR Purchaser to the Forced Sale Trigger Person of the ROFR Purchase Price in cash; provided, however, that, in connection with any sale of ROFR Interests under the Section 4.6(d), the Forced Sale Trigger Person shall not be required to make any representation or warranty other than customary representations and warranties related to authority, due authorization, enforceability, ownership, no liens, noncontravention and the ability to convey title to the ROFR Interests being sold or transferred and the Forced Sale Trigger Person shall not have any liability for indemnification or otherwise in respect of such sale other than for a breach of such representations. (vi) In the event that neither the Company nor the Majority ROFR Members shall have timely exercised their respective rights to purchase all of the ROFR Interests in accordance with Section 4.6(d)(iii) or Section 4.6(d)(iv), then the Forced Sale Trigger Person shall have the right to deliver a Forced Sale Notice to the Members in respect of the Proposed Unilateral Forced Sale Transaction pursuant to Section 4.6(a) and to cause the consummation of such Proposed Unilateral Forced Sale Transaction pursuant to Section 4.6(b) so long as: NY v2 (A) such Proposed Unilateral Forced Sale Transaction is consummated at an Enterprise Value not less than the ROFR Enterprise Value; (B) such Proposed Unilateral Forced Sale Transaction is consummated no later than one hundred twenty (120) days following the applicable Scheduled ROFR Closing Date; and (C) such Post-Year 2 Forced Sale Transaction is otherwise consummated in accordance with the conditions of this Section 4.6 (including the conditions set forth in Section 4.6(b)). 27

49 Section 4.7. Acknowledgements. (a) Except as otherwise set forth herein, each Board Member shall be deemed to owe the same fiduciary duties to the Company as a member of a board of directors of a Delaware corporation owes to such corporation under Delaware law. (b) The Members hereby agree, notwithstanding anything to the contrary in any other agreement or at law or in equity, that when a Member takes any action under this Agreement to give or withhold its consent as a Member, such Person shall have no duty (fiduciary or other) to consider the interests of the Company or the other Members and may act exclusively in its own interest and shall have only the duty to act in good faith; provided, however, that the foregoing shall in no way affect the obligations of the parties hereto to comply with the provisions of this Agreement. (c) Except as otherwise set forth any written agreement or other instrument to which such Member or Board Member is a party, notwithstanding anything to the contrary set forth herein, (x) no Member or Board Member shall have any obligation to disclose, offer or account to the Company or any other Member with respect to any business opportunity whether or not the opportunity may be competitive with or within the business purposes of the Company, (y) each Member and Board Member shall be free to engage in any lawful business activity whether or not that activity competes with or may potentially compete with, or conflicts with or may potentially conflict with, the business of the Company, and (z) none of the Members, the Company, the creditors of the Company or any other Person shall have any claim against any Member or Board Member by reason of any direct or indirect, passive or active, investment or participation in any potential or actual competing or conflicting investment or participation, including with respect to a private equity or venture capital investor, an investment in any portfolio company. As used in this clause (b), the terms Member and Board Member include any Affiliate or direct or indirect holder of Equity Securities of such Member or Board Member. ARTICLE 5 UNITS; CAPITAL ACCOUNTS; CAPITAL CONTRIBUTIONS Section 5.1. Units. (a) The equity of the Company shall consist of [278,200] Units, of which [18,200] shall be designated Class A Preferred Units, [160,000] shall be designated Class B Preferred Units and [100,000] shall be designated Common Units. The number of Units of each class of Units available to be issued as of any date shall be reduced by the number of Units of such class previously issued whether or not such Units have been repurchased by the Company. (b) The Company shall have the authority to issue any authorized and unissued Common Units or Common Unit Equivalents pursuant to the MIP. The number of Common Units available to be issued shall be reduced by any Common Unit Equivalents issued pursuant to the MIP such that the total dilution of the outstanding Common Units (excluding Common Units and Common Unit Equivalents issued pursuant to the MIP) by any Common Units and Common Unit Equivalents issued pursuant to the MIP shall not exceed the maximum NY v2 28

50 percentage approved of the Board. The number of Common Units available to be issued pursuant to the MIP shall be increased by the number of Common Units or Common Unit Equivalents forfeited pursuant to the MIP. Unless otherwise determined by the Board, the rights of any participant in the MIP, including in respect of any Common Units or Common Unit Equivalents issued pursuant to the MIP, shall vest only upon the consummation of a Sale of the Company. To the extent any such rights, or any such Common Units or Common Unit Equivalents, shall become vested, the Company shall have the right to repurchase such rights, Common Units or Common Unit Equivalents as determined by the Board pursuant to the terms of the MIP. (c) The Board shall have the authority to amend this Agreement to create such additional classes of Units, and to provide for allocations and distributions with respect to such additional classes of Units, as shall be necessary or desirable to implement the MIP. No such class of Units shall be senior to the Common Units. Any such class of Units shall qualify as a profits interest for U.S. federal income tax purposes. Section 5.2. Preemptive Rights. (a) Except in connection with an Exempt Issuance, if the Board determines to issue additional Equity Securities of the Company or any of its Subsidiaries (an Equity Issuance ) and, if applicable, to admit additional Members to the Company in connection with such issuance, then the Company shall provide each Major Holder, in its capacity as such, with a right of first refusal to purchase all or a portion of its Proportionate Share of such Equity Securities, on the terms and conditions offered by the Company. For purposes of this Agreement, the term Proportionate Share as to any Major Holder shall mean (i) in the event that the Equity Securities being issued in the applicable Equity Issuance entitle the holder thereof (in its capacity as such) the right to participate in distributions (other than distributions under Section 7.6) by the Company pari passu with or prior to the participation therein by the holders of the Class B Preferred Units pursuant to Section 7.1(a)(ii), a fraction (expressed as a percentage), the numerator of which shall equal the number of outstanding Class B Preferred Units then held by such Major Holder and the denominator of which shall equal the aggregate number of Class B Preferred Units then outstanding, and (ii) in the event that the Equity Securities being issued in the applicable Equity Issuance do not entitle the holder thereof (in its capacity as such) the right to participate in distributions (other than distributions under Section 7.6) by the Company pari passu with or prior to the participation therein by the holders of the Class B Preferred Units pursuant to Section 7.1(a)(ii), a fraction (expressed as a percentage), the numerator of which shall equal the number of outstanding Common Units then held by such Major Holder and the denominator of which shall equal the aggregate number of Common Units then outstanding. (b) Subject to Section 5.2(d), the Company shall provide Major Holders not less than fifteen (15) days prior written notice (the Offer Notice ) of an Equity Issuance, together with details and terms thereof. Each Major Holder desiring to participate in the Equity Issuance (each Participating Member ) shall have the option to respond to the Company within ten (10) days of receiving the Offer Notice with written notice to the Company ( Acceptance Notice ) that it desires to purchase Equity Securities in such Equity Issuance, which Acceptance Notice shall state the number of Equity Securities such Major Holder desires to purchase up to NY v2 29

51 such Major Holder s Proportionate Share as well as the maximum number of Equity Securities, if any, such Major Holder would purchase in excess of such Major Holder s Proportionate Share (the Excess Amount ). In the event that not all of the Major Holders elect to exercise their rights under this Section 5.2, then such rejected Equity Securities shall automatically be deemed to be accepted by the Participating Members who specified an Excess Amount in their respective Acceptance Notices, allocated among such Participating Members in proportion to their respective Proportionate Shares; provided, however, that in no event shall an amount greater than a Participating Member s Excess Amount be allocated to such Participating Member. The procedure set forth in the preceding sentence shall be employed on an iterative basis until the entire Excess Amount of each Participating Member has been satisfied or until all of the Equity Securities described in the Offer Notice shall have been allocated. The Company shall notify each Participating Member within five (5) days following the expiration of the 15-day period referenced in this Section 5.2(b) of the number or amount of Equity Securities which such Participating Member has subscribed to acquire in connection with the Offer Notice. (c) Subject to Section 5.2(d), the Company shall be permitted to consummate the Equity Issuance (including sales to Major Holders in accordance with this Section 5.2) on economic terms not more favorable to the purchasers in the Equity Issuance than those offered to the Major Holders for a period of one hundred twenty (120) days after the date of the Offer Notice. In the event that the Company has sold such Equity Securities within such 120-day period or wishes to issue Equity Securities on materially more favorable terms than previously offered, then the Company shall not thereafter issue or sell any such Equity Securities without again first offering them pursuant to this Section 5.2. (d) The following transactions by the Company shall not be subject to the provisions of this Section 5.2 (collectively, Exempt Issuances ): (a) the issuance of Equity Securities pursuant to the MIP; (b) the issuance of any Equity Securities in connection with any Unit split, Unit dividend or Unit distribution of the Company approved by the Board and, in respect of a Unit distribution, is consummated in accordance with Article 7; (c) any issuance of Equity Securities to unaffiliated banks, equipment lessors or other unaffiliated financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board; (d) any issuance of Equity Securities that are issued to an unaffiliated seller(s) of any business in connection with the acquisition of such business by the Company or any of its Subsidiaries (whether by acquisition of securities or assets) that is not otherwise prohibited by this Agreement; (e) issuances of Equity Securities to non-affiliates in connection with any initial public offering of the Company or any of its Subsidiaries; (f) any issuance of Equity Securities of a Subsidiary of the Company to non- Affiliates of the Company in connection with any joint venture that is not otherwise prohibited by this Agreement; (g) the issuance of Equity Securities pursuant to Section 5.2(c) hereof; and (h) the issuances of Equity Securities on the Effective Date set forth in Section 5.11 hereof. Section 5.3. Capital Accounts. The Company shall maintain a separate Capital Account with respect to each Unit held by each Member determined and adjusted in accordance with the rules of Regulations section (b)(2)(iv). All such Capital Accounts with respect to any Member shall constitute a single capital account for U.S. federal income tax purposes. The initial Capital Account of each Member after giving effect to the transactions set forth in Section 5.11 with respect to each class of Units shall be set forth on Schedule A. NY v2 30

52 Section 5.4. Adjustments to Capital Accounts. The Capital Account with respect to each Unit held by each Member shall be credited with (i) the amount of cash and the Net Agreed Value of all property contributed to the Company with respect to such Unit and (ii) the distributive share of Net Income, and allocations in the nature of income or gain, allocated with respect to such Unit pursuant to Section 6.1 and Section 6.2. The Capital Account with respect to each Unit held by each Member shall be charged with (x) the amount of cash, and the Net Agreed Value of all other property, distributed or deemed to have been distributed with respect to such Unit pursuant to this Agreement and (y) the distributive share of Net Loss and allocations in the nature of expenses or losses, allocated with respect to such Unit pursuant to Section 6.1 and Section 6.2. Section 5.5. Computation of Company Items. For purposes of computing the amount of any item of income, gain, loss or deduction to be reflected in the Members Capital Accounts: (a) except as otherwise provided in Regulations section (b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under section 754 of the Code which may be made by the Company and, as to those items described in section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the fact that such items are not includable in gross income or are neither currently deductible nor capitalized for U.S. federal income tax purposes; (b) any income, gain or loss attributable to the taxable disposition of any Company property shall be determined as if the adjusted basis of such property as of the date of such disposition were equal in amount to the Company s Carrying Value with respect to such property as of such date; (c) the Company shall make such adjustments to items of book income, gain, loss and expense as may be necessary to conform the computation of income or loss in accordance with GAAP to the requirements relating to the maintenance of capital accounts under Regulations section l(b)(2)(iv) and any provisions of this Agreement related thereto; and (d) in accordance with the requirements of section 704(b) of the Code, any deductions for depreciation, cost recovery or amortization attributable to any Contributed Property shall be determined as if the adjusted tax basis of such property on the date it was acquired by the Company were equal to the Agreed Value of such property. (e) Upon an adjustment pursuant to Section 5.6 to the Carrying Value of any Company property subject to depreciation, cost recovery or amortization, any further deductions for such depreciation, cost recovery or amortization attributable to such property shall be determined (i) as if the adjusted tax basis of such property were equal to the Carrying Value of such property immediately following such adjustment and (ii) using a rate of depreciation, cost recovery or amortization derived from the same method and useful life (or, if applicable, the remaining useful life) as is applied for U.S. federal income tax purposes; provided, however, that if the asset has a zero adjusted basis for U.S. federal income tax purposes, depreciation, cost recovery or amortization deductions shall be determined using any reasonable method that the Board may adopt, provided that, without a Majority II Consent (which consent can be denied or withheld for any reason), no election of a method shall have the effect of (i) treating the Class B NY v2 31

53 Preferred Units held by the Institutional Investors disproportionately adverse to the Class B Preferred Units held by the PRG Group, or (ii) treating the Common Units held by the Institutional Investors disproportionately adverse to the Common Units held by the PRG Group. Section 5.6. Adjustment to Book Values. (a) The Carrying Value of Company property and the Capital Accounts of the Members shall be adjusted in accordance with the provisions of Regulations section l(b)(2)(iv)(f) in the following circumstances: (i) If a new or existing Member contributes cash or other property (other than a de minimis amount) to the Company as consideration for an interest in the Company, the Capital Accounts of all Members and the Carrying Value of each Company property immediately prior to such issuance shall be adjusted upward or downward, as the case may be, to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such Company property immediately prior to such issuance and had been allocated to the Members at such time pursuant to ARTICLE 6. In determining such Unrealized Gain or Unrealized Loss, the Fair Market Value of Company property shall be determined by the Board using such reasonable method of valuation as it may adopt. (ii) If there is a liquidation of the Company or if there is a distribution of cash or other property (other than a de minimis amount) by the Company to a retiring or continuing Member as consideration for an interest in the Company and the Fair Market Value of Company property differs from the Carrying Value of such Company property, the Capital Accounts of all Members and the Carrying Value of each item of Company property immediately prior to such distribution shall be adjusted upward or downward, as the case may be, to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as if such Unrealized Gain or Unrealized Loss had been recognized in an actual sale of each such Company property immediately prior to such distribution and had been allocated to the Members at such time pursuant to ARTICLE 6. In determining such Unrealized Gain or Unrealized Loss, the Fair Market Value of Company property shall be determined by the Board using such reasonable method of valuation as it may adopt. (iii) In connection with the issuance of an interest in the Company as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a Member capacity or by a new Member acting in a Member capacity or in anticipation of becoming a Member. (iv) The Carrying Value of each Company asset shall be increased (or decreased) to reflect any adjustments to the adjusted tax basis of such asset pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations section (b)(2)(iv)(m); provided, however, that no adjustment shall be made pursuant to NY v2 32

54 this (iii) if an adjustment is made pursuant to Section 5.6(a)(ii) in connection with the same transaction. Section 5.7. Transferee Succeeds to Capital Account of Transferor. A transferee of a Company Interest shall succeed to a pro rata portion of the Capital Account of the transferor relating to the Company Interest so transferred. Section 5.8. Obligation to Restore Negative Capital Account. No Member shall have any obligation to restore any negative balance in its Capital Account (including in connection with the dissolution and liquidation of the Company). Section 5.9. Capital Contributions. No Member shall be required to contribute any capital to the Company in excess of the amounts contributed on or prior to the Effective Date. No Member shall be permitted to contribute any property to the Company without the written consent of the Board. Section No Interest on or Return of Capital. Except as otherwise may be expressly provided herein, no Member shall be entitled to interest on any Capital Contribution or Capital Account, no Member shall have the right to demand or receive the return of all or any part of any Capital Contribution or Capital Account, and no Member shall be personally liable for the return of the Capital Contribution of any other Member. Section Contributions to Capital/Issuance of Units. (a) On the Effective Date, PRG Holdings shall contribute all of its right, title and interest in and to all of the outstanding capital stock of PRG Inc. to the capital of the Company in exchange for the issuance by the Company to PRG Holdings of: (i) (ii) [115,200] Class B Preferred Units; and [70,400] Common Units. (b) On the Effective Date, pursuant to the Class A Subscription Agreement, the Class A Investors are making cash Capital Contributions to the Company in an aggregate amount equal to $[182,000,000] and, in connection therewith, the Company is issuing to the Class A Investors an aggregate of [18,200] Class A Preferred Units. With respect to each Class A Investor as of the Effective Date, the specific number of Class A Preferred Units issued to such Class A Investor on the Effective Date pursuant to the Class A Subscription Agreement is as set forth on Schedule A hereto. (c) On the Effective Date, pursuant to the Agreement and Plan of Merger, MergerCo, a Subsidiary of the Company, is merging with and into VER, which constitutes a Capital Contribution of the equity interests in the VER to the Company by the Institutional Group and, in connection therewith, the Company is issuing to the Institutional Group an aggregate of: (i) [44,800] Class B Preferred Units; and NY v2 33

55 (ii) [17,600] Common Units. With respect to each member of the Institutional Group as of the Effective Date, the specific number of Class B Preferred Units and Common Units issued to such member of the Institutional Group on the Effective Date pursuant to the Agreement and Plan of Merger is as set forth on Schedule A hereto. ARTICLE 6 ALLOCATIONS Section 6.1. Book Allocations of Income and Loss. Net Income or Net Loss (and, if necessary, items of gross income and gain or gross deduction and loss) for each Fiscal Year or other period shall be allocated among the Units so that, after giving effect to such allocations, the Capital Account with respect to such Unit equals the amount that would be distributed to with respect to such Unit if (a) all of the Company s assets were sold for their respective Carrying Values as of the last day of such Fiscal Year or such other period, (b) the Company were liquidated and (c) the proceeds were distributed in accordance with the provisions of Section 9.3 at the end of such Fiscal Year or such other period. Section 6.2. Special Book Allocations. (a) Regulatory Allocations. Notwithstanding Section 6.1, all allocations necessary to comply with the Regulations, including but not limited to Regulations sections (b)(2)(iv)(d), (b)(4)(xi)-(xv) and shall be made and shall be reflected in the Capital Accounts of the Members. (b) Restorative Allocations. To the extent possible, all allocations pursuant to Section 6.2(a) shall be offset with other allocations of items of Company income, gain, loss or deduction so that after the allocations pursuant to this Section 6.2(b) are made, the Capital Account balance with respect to each Unit is, to the extent possible, equal to the Capital Account balance such Unit would have had if this Section 6.2 were not part of the Agreement and all Company items were allocated pursuant to Section 6.1 hereof. Section 6.3. Tax Allocations. (a) Except as otherwise provided in this Section 6.3, for U.S. federal income tax purposes, (i) each item of Taxable Income or Taxable Loss shall be allocated among the Members in the same manner as its correlative item of book income, gain, loss or deduction is allocated pursuant to Section 6.1 and Section 6.2 and (ii) each tax credit shall be allocated to the Members in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 6.1 and Section 6.2. NY v2 34

56 (b) In an attempt to eliminate any Book-Tax Disparities attributable to any Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall be allocated for U.S. federal income tax purposes among the Members as follows: (i) In the case of a Contributed Property, (x) such items attributable thereto shall be allocated among the Members in the manner provided under section 704(c) of the Code that takes into account the variation between the Agreed Value of such property and its adjusted tax basis at the time of contribution and (y) any item of Residual Gain or Residual Loss attributable thereto shall be allocated among the Members in the same manner as its correlative item of book gain or loss is allocated pursuant to Section 6.1 and Section 6.2. For purposes of implementing the foregoing, the Company shall adopt the traditional allocation method described in Regulations section (b). (ii) In the case of an Adjusted Property, (x) such items attributable thereto shall (A) first, be allocated among the Members in a manner consistent with the principles of section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property, and (B) second, in the event such property was originally a Contributed Property, be allocated among the Members in a manner consistent with Section 6.3(b)(i); and (y) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Members in the same manner as its correlative item of book gain or loss is allocated pursuant to Section 6.1 and Section 6.2. (iii) For purposes of implementing this Section 6.3(b), the Company shall adopt the traditional method described in Regulations section (b). (c) Allocations of Excess Nonrecourse Liabilities. The Company shall allocate excess nonrecourse liabilities of the Company to the Members first in accordance with the additional method, as such term is defined in Regulations section (a)(3), up to the amount of built-in gain that is allocable to the Members with respect to Code section 704(c) property, to the extent permitted under Regulations section Any remaining excess nonrecourse liabilities shall be allocated to the Members as reasonably determined by the Board in accordance with each Member s share of Company profits. (d) Forfeiture Allocations. Upon a Member s forfeiture of any substantially non-vested Unit issued pursuant to the MIP, such Member shall be allocated a pro rata portion of each item of gross income and gain or gross deduction and loss (to the extent such items are available) for the Fiscal Year of such forfeiture in a positive or negative amount equal to (i) the positive excess, if any, of (A) the amount of distributions (including deemed distributions under section 752(b) of the Code and the adjusted tax basis of any property so distributed) to such Member with respect to such forfeited Unit (to the extent such distributions are not taxable under section 731 of the Code), over (B) any capital contributions made with respect to such forfeited Unit (including deemed contributions under section 752(a) of the Code), minus (ii) the cumulative Net Income and Net Loss allocated to such Member with respect to such forfeited Unit. NY v2 35

57 (e) 754 Election. All items of income, gain, loss, deduction and credit recognized by the Company for U.S. federal income tax purposes and allocated to the Members in accordance with the provisions hereof shall be determined without regard to any election under section 754 of the Code which may be made by the Company; provided, however, that such allocations, once made, shall be adjusted as necessary or appropriate to take into account those adjustments permitted or required by sections 734 and 743 of the Code. ARTICLE 7 DISTRIBUTIONS Section 7.1. Distributions Generally. (a) In the sole discretion of the Board, the Company may from time to time make distributions to the Members. Except as provided in Section 7.5, all such distributions shall be made as follows: (i) First, to the holders of Class A Preferred Units, pro rata based upon the relative number of Class A Preferred Units held by each such holder of Class A Preferred Units, until such holder (together with all prior holders of such Class A Preferred Units) has received cumulative distributions pursuant to this Section 7.1(a)(i) equal to the aggregate Class A Preferred Preference Amount in respect of such holder s Class A Preferred Units that are outstanding immediately prior to the time of such distribution; (ii) Second, to the holders of Class B Preferred Units, pro rata based upon the relative number of Class B Preferred Units held by each such holder of Class B Preferred Units, until such holder (together with all prior holders of such Class B Preferred Units) has received cumulative distributions pursuant to this Section 7.1(a)(ii) equal to the aggregate Class B Preferred Preference Amount in respect of such holder s Class B Preferred Units that are outstanding immediately prior to the time of such distribution; and (iii) thereafter, to the holders of Common Units, pro rata based upon the relative number of Common Units held by each such holder of Common Units. Section 7.2. Non-Cash Distributions. (a) Except as set forth in this Section 7.2 or Section 9.3, all distributions to the Members shall be in cash. (b) The Board may make distributions, in whole or in part, of property inkind; provided, however, that (i) such distribution will not violate any applicable law or any agreement pursuant to which the Company is a party and (ii) any distribution of property shall be made to the Members entitled to receive the same pursuant to Section 7.1 (as if such distribution were payable entirely in cash), pro rata in accordance with the total amount of such distribution. (c) Any property distributed shall be valued at its Fair Market Value on the date of distribution by the Company, as determined by the Board, and the Capital Account of NY v2 36

58 each Member shall be adjusted in accordance with ARTICLE 5 as if the Company had sold such distributed property for such Fair Market Value and the Net Income or Net Loss from such sale was allocated pursuant to ARTICLE 6. Section 7.3. Withholding; Taxes of Taxing Jurisdictions. (a) The Company is authorized to withhold from distributions, allocations or other payments to Members, and to pay over to any Taxing Jurisdiction, any amounts required to be so withheld pursuant to any provision of law of any Taxing Jurisdiction and shall allocate such amounts to the Members with respect to whom such amounts were withheld. All amounts withheld or required to be withheld pursuant to any provision of law of any Taxing Jurisdiction with respect to any payment, distribution or allocation to the Company or the Members and treated by any such tax law as amounts payable by or in respect of any Member shall be treated as amounts paid or distributed to the Member with respect to whom such amount was withheld pursuant to ARTICLE 7 for all purposes under this Agreement. (b) In the event of any claimed over-withholding with respect to any Member, such Member shall be limited to an action against the relevant Taxing Jurisdiction. (c) To the extent that any amount paid over to any Taxing Jurisdiction with respect to any Member was not withheld from an actual distribution to such Member, such amount shall be treated as a demand loan from the Company to such Member which loan shall bear interest at the prime rate announced from time to time by Citibank, N.A. Section 7.4. Restricted Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its Company Interest if such distribution would violate Section or of the Delaware Act or other applicable law. Section 7.5. Tax Distributions. (a) Notwithstanding Section 7.1, if the Members are allocated taxable income, the Company shall make distributions to the Members, pro rata to the amount of taxable income so allocated, to the extent of the Company s available cash (as determined by the Board in its reasonable discretion) in an amount equal to the taxable income so allocated multiplied by the Applicable Tax Rate, provided that if any distributions are made are made to PRG Holdings pursuant to this Section 7.5(a) on account of Class B Preferred Units held by PRG Holdings then distributions to the Institutional Investors pursuant to this Section 7.5(a) shall be increased, if necessary, so as to not be less than pro rata based on the relative number of Class B Preferred Units with distributions to PRG Holdings. (b) Any distributions made to a Member pursuant to this Section 7.5 shall reduce the amount otherwise distributable to such Member with respect to the Class of Units to which the book income allocated pursuant to Section 6.1 correlating to such taxable income relates, so that to the maximum extent possible, the total amount of distributions received by each Member in respect of such class of Units pursuant to this Agreement at any time is the same as such Member would have received in respect of such class of Units if no distribution had been made pursuant to this Section 7.5. To the extent the cumulative sum of tax distributions made to 37 NY v2

59 a Member under this Section 7.5 has not been applied pursuant to the preceding sentence to reduce other amounts distributable to such Member, such Member shall contribute to the Company the remaining amounts necessary to give full effect to the preceding sentence on the date of the final liquidating distribution made by the Company pursuant to Section 9.3(a)(ii)(B). ARTICLE 8 ADMISSION OF NEW MEMBERS; ASSIGNMENT OF COMPANY INTERESTS Section 8.1. New Members. The Board may admit new Members in connection with the issuance of new Units; provided, however, that such new Member shall have executed and delivered to the Board a counterpart of this Agreement in form and substance satisfactory to the Board whereby such new Member agrees expressly to be bound by the provisions of this Agreement. Section 8.2. No Dissolution. The assignment of any Company Interest shall not cause the dissolution of the Company. Section 8.3. No Voluntary Withdrawal. No Member may withdraw from the Company. Except as otherwise expressly provided herein, no Member shall have the right to withdraw capital from the Company or to receive any distribution or return of such Member s Capital Contributions. Section 8.4. Transfers By Members. (a) Compliance with Securities Laws. No Member shall Transfer all or any portion of such Member s Units or Company Interests unless such Transfer (i) is made pursuant to and in accordance with this Section 8.4 and (ii) is made in compliance with the Securities Act of 1933, as amended (the Securities Act ) and applicable state securities laws. Any purported Transfer by any Member (including any assignee thereof) of any Units or Company Interests not made strictly in accordance with the provisions of this Section 8.4 shall be entirely null and void ab initio. No Transfer shall be recognized by the Company, nor shall the Company be liable or responsible in respect of any Transfer or transferee, until the requirements of this Section 8.4 and have been complied with. (b) in this Agreement: Notice of Transfer, etc. Notwithstanding anything to the contrary set forth (i) By acceptance of any Restricted Securities the holder thereof agrees, prior to any Transfer of any Restricted Securities, to give written notice to the Company of such holder s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 8.4. Each such notice shall describe the manner and circumstances of the proposed Transfer and shall be accompanied, if reasonably requested by the Company, by the written opinion, addressed to the Company, of counsel for the holder of Restricted Securities, as to whether in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company and which counsel may be the in-house counsel of such holder) such proposed Transfer involves a transaction requiring registration of such Restricted Securities under the Securities Act; provided, however, that (x) in the case of a holder of Restricted Securities which is an Entity, no such opinion of counsel shall be necessary for a Transfer by 38 NY v2

60 such holder of Restricted Securities to a stockholder, equityholder or Affiliate of such Entity and (y) no such opinion shall be required in connection with a Transfer pursuant to Rule 144 (as amended from time to time) promulgated under the Securities Act (or successor rule thereto), provided, further, however, that the Company, shall be provided with customary written representations relating to such transaction. (ii) If in the opinion of such counsel (if such opinion is required hereunder) the proposed Transfer of Restricted Securities may be effected without registration under the Securities Act, the holder of Restricted Securities shall thereupon be entitled to Transfer Restricted Securities in accordance with the terms of the notice delivered by it to the Company. (iii) No Transfer of any Member s Units or Company Interests to any transferee or assignee (other than a transferee or assignee that was already a Member immediately prior to such Transfer), shall be effective until such transferee or assignee executes and delivers to the Board a copy of this Agreement or a counterpart hereof in form and substance satisfactory to the Board whereby such transferee or assignee agrees to be bound by the provisions of this Agreement. Any Member who is admitted as a Member of the Company subsequent to an effective Transfer consummated in accordance with this Section 8.4 shall succeed to all the rights and be subject to all the obligations of the transferring Member hereunder in respect of the interest as to which it was substituted; provided, however, that, for the avoidance of doubt, with respect to any rights provided hereunder to the holders of Original PRG Preferred Units, Original II Preferred Units or Original II Common Units, such rights, with respect to any such Unit, may not be assigned to any Person other than the transferee of the applicable Unit. The terms Member and Members used in this Agreement shall be deemed to apply to and include each substituted and additional Member admitted as a Member to the Company pursuant to this Section 8.4. (c) Prohibited Transfers. Notwithstanding anything to the contrary set forth herein, no Member shall Transfer all or any portion of such Member s Units or Company Interests (A) to any Person or Entity that engages in the business of providing lighting, audio, video, LED, scenery, rigging, automation or other technology solutions to the theatrical, live music, corporate events, TV, film, sports, digital cinema or other entertainment markets or that otherwise materially competes with the business of the Company or any of its Subsidiaries, (B) if such Transfer would cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940, as amended from time to time, (C) if such Transfer would be a prohibited transaction under ERISA or the Code or cause all or any portion of the assets of the Company to constitute plan assets under ERISA or Section 4975 of the Code, (D) the Board determines in its sole discretion that such transaction will either cause the Company to be characterized as a publicly traded partnership or will materially increase the risk that the Company will be so characterized. For purposes of this Section 8.4(c), the phrase publicly traded partnership shall have the meanings set forth in Section 7704(b) and 469(k) of the Code. In particular and without limiting the foregoing, no Transfer shall be permitted, given effect or otherwise recognized, and such Transfer (or purported Transfer) shall be void ab initio, if at the time of such Transfer (or as a result of such Transfer) Company Units are (or would become) traded on an established securities market (within the meaning of Treasury Regulation NY v2 39

61 Section (b)) or are (or would become) readily tradable on a secondary market or the equivalent thereof (within the meaning of Treasury Regulation Section (c)). (d) Tag-Along Rights. (i) Except for Permitted Transfers, in the event that any member of the PRG Group (the Tag Seller ) proposes, in one or more related transactions, to Transfer (a Tag-Along Transfer ) any Class B Preferred Units and/or Common Units ( Tag-Restricted Units ) to one or more proposed purchasers (the Proposed Purchasers ) then, prior to engaging in such Tag-Along Transfer, PRG Holdings shall give written notice (a Proposed Tag Notice ) to each Member that is a member of the Institutional Group (each, a Qualified Tag Unitholder ), which Proposed Tag Notice shall set forth (i) that the Tag Seller is offering the Qualified Tag Unitholder the opportunity to participate in the Tag-Along Transfer in the manner set forth in this Section 8.4(d), (ii) the aggregate number of Class B Preferred Units ( Tag Preferred Units ) and/or Common Units ( Tag Common Units ) constituting the Tag-Restricted Units that the Tag Seller desires to Transfer in such Tag-Along Transfer, (iii) the consideration being offered by the Proposed Purchasers per Unit for such Tag Preferred Units (the Preferred Tag Price ) and/or such Tag Common Units ( Common Tag Price ), (iv) any other material terms and conditions of the Tag-Along Transfer and (v) the proposed closing date for such Tag- Along Transfer (the Proposed Tag Closing Date ), which Proposed Tag Closing Date shall not be less than thirty (30) days following such delivery of such Proposed Tag Notice. (ii) Within fifteen (15) days of receipt of a Proposed Tag Notice (the Tag-Along Period ), each Qualified Tag Unitholder that desires to participate in such Tag- Along Transfer shall deliver to PRG Holdings and each other Qualified Tag Unitholder a written notice (a Tag-Along Notice ) setting forth the number of Class B Preferred Units and/or Common Units that such Qualified Tag Unitholder desires to sell to the Proposed Purchasers in the Tag-Along Transfer. Delivery of a Tag-Along Notice by a Qualified Tag Unitholder (a Tag-Along Unitholder ) shall constitute an irrevocable and unconditional offer by such Tag- Along Unitholder to the Proposed Purchasers to sell to the Proposed Purchasers the number of Class B Preferred Units and/or Common Units set forth therein on the same terms and conditions as the Tag Offerors as set forth in the Proposed Tag Notice, in each case, to the extent related to the applicable class or series of Tag-Restricted Units; provided, however, that, such Tag-Along Unitholder shall not be obligated to consummate such sale if PRG Holdings either fails to sell its Tag Preferred Units and/or Tag Common Units or otherwise deviates from the terms set forth in such Proposed Tag Notice. (iii) In the event that no Qualified Tag Unitholder delivers a Tag-Along Notice prior to the expiration of the Tag-Along Period, the Tag Seller shall have the right to sell all or any of the Tag Preferred Units and/or Tag Common Units to the Proposed Purchasers (i) at a price no lower than the Preferred Tag Price and/or Common Tag Price, as applicable, and (ii) on terms in all material respects no more favorable to the Tag Seller than those contained in the Proposed Tag Notice. With respect to any proposed Tag-Along Transfer, if the Tag Seller shall fail to consummate a sale of all of the Tag Preferred Units and/or Tag Common Units to the Proposed Purchasers on or prior to the Proposed Tag Closing Date, any Tag Preferred Units and Tag Common Units not so sold prior to the Proposed Tag Closing Date shall again become NY v2 40

62 subject to all of the restrictions of this Agreement, including, without limitation, the restrictions on transfer set forth in this Section 8.4(d). (iv) In the event that one or more Tag-Along Unitholders delivers a Tag-Along Notice prior to the termination of the Tag-Along Period, the Tag Seller shall use its reasonable efforts to cause the Proposed Purchasers to agree to acquire all of the Class B Preferred Units and/or Common Units desired to be sold by such Tag-Along Unitholders, as set forth in each such Tag-Along Unitholder s Tag-Along Notice, for the same consideration and upon the same terms and conditions as applicable to the Tag Seller, as set forth in the Proposed Tag Notice, and: (A) In the event that the Proposed Purchasers agree to purchase all such Class B Preferred Units and Common Units, (i) the Tag Seller shall be entitled to sell to the Proposed Purchasers all of the Tag Preferred Units and Tag Common Units and (ii) each of the Tag-Along Unitholders shall be entitled to sell to the Proposed Purchasers all of the Class B Preferred Units and Common Units identified on each such Tag-Along Unitholder s Tag-Along Notice, in each case in accordance with Section 8.4(d)(v); and (B) In the event that the Proposed Purchasers are unwilling or unable to acquire all such Class B Preferred Units and Common Units proposed to be included in the Tag-Along Transfer upon such terms, the Tag Seller shall have the option to either (i) cancel such Tag-Along Transfer (in which case all of the Tag Preferred Units and Tag Common Units, together with all of the Class B Preferred Units and Common Units identified on the Tag-Along Notices, shall remain subject to all of the restrictions of this Agreement, including, without limitation, the provisions of this Section 8.4), or (ii) allocate the total number of Class B Preferred Units and Common Units that the Proposed Purchasers are willing to purchase among the Tag Seller and the Tag-Along Unitholders on a pro rata basis in proportion to the number of Class B Preferred Units and Common Units proposed to be sold in such Tag-Along Transfer by the Tag Seller and the Tag-Along Unitholders. In the event that the Tag Seller decide to allocate the number of Units sold in the Tag-Along Transfer pursuant to clause (ii) above, each of the Tag Seller and the Tag-Along Unitholders shall be entitled to sell to the Proposed Purchasers the number of Class B Preferred Units and Common Units so allocated to such Person, in each case in accordance with Section 8.4(d)(v), and any Class B Preferred Units or Common Units not sold to such Proposed Purchasers shall remain subject to all restrictions of this Agreement, including, without limitation, the provisions of this Section 8.4. (v) The closing of any Transfer pursuant to Section 8.4(d)(iv)(A) or (B) shall be held at the principal office of the Company at 11:00 a.m. local time on the Proposed Tag Closing Date; provided, however, that such closing may be held at such other time and place as the parties to the transaction (including the Tag-Along Unitholders) may agree. At such closing, each Tag-Along Unitholder shall sell its portion of the Class B Preferred Units and Common Units allocated to it for the same consideration and on the same terms and conditions as apply to the Tag-Along Transfer by the Tag Seller to the Proposed Purchasers as set forth in the Proposed Tag Notice and shall execute and deliver all documents and instruments which are necessary or desirable to effectuate such sale. Any term or provision hereof to the contrary notwithstanding, a Tag-Along Unitholder shall only be required to make representations and warranties related to authority, due authorization, enforceability, ownership, no liens, NY v2 41

63 noncontravention and the ability to convey title to the Units being sold or transferred; provided, however, that (w) each Tag-Along Unitholder shall proportionately join with the Tag Seller in providing indemnification to the Proposed Purchasers concerning the Company and the business of the Company and its Subsidiaries as the Tag Seller deems necessary or appropriate, (x) any liability for any indemnification obligation described in clause (w) above shall be several and not joint and shall be borne by each such Member on a pro rata basis based upon the proceeds actually received by such Member in such Tag-Along Transfer, (y) no Tag-Along Unitholder shall be obligated in connection with any Tag-Along Transfer to agree to indemnify the Proposed Purchasers thereunder in an amount in excess of the proceeds actually received by such Tag- Along Unitholder in such Tag-Along Transfer, and (z) no Tag-Along Unitholder or direct or indirect equity owner thereof shall be required to agree to any restrictive covenants (other than customary confidentiality provisions) in connection with such Tag-Along Transfer. Section 8.5. (a) Redemption of Class A Preferred Units. Mandatory Redemption. (i) On the Class A Redemption Date, the Company shall redeem each of the Class A Preferred Units then outstanding at a price per Class A Preferred Unit equal to (x) the Class A Preferred Preference Amount as of the Redemption Date, less (y) the aggregate amount of distributions made on or prior to such Class A Redemption Date with respect to such Class A Preferred Unit pursuant to Section 7.1(a)(i). (ii) If the funds of the Company legally available for redemption of Class A Preferred Units on the Class A Redemption Date under this Section 8.5(a) are insufficient to redeem the total number of outstanding Class A Preferred Units entitled to redemption, then the Company shall redeem a pro rata portion of each holder s Class A Preferred Units, in proportion to the number of Class A Preferred Units held by each such holder, to the fullest extent of such funds of the Company legally available for redemption of Class A Preferred Units. At any time thereafter when additional funds of the Company are legally available for the redemption of such Class A Preferred Units, such funds shall be used to redeem additional Class A Preferred Units from the holders thereof on a pro rata basis in proportion to the number of Class A Preferred Units held by each such holder. (iii) If, for any reason, the Company fails to redeem any of the Class A Preferred Units entitled to redemption under this Section 8.5(a), the unredeemed Class A Preferred Units shall remain outstanding and shall continue to have all rights and preferences provided for herein, and the holders of such unredeemed Class A Preferred Units shall have the ongoing right to be redeemed forthwith together with such rights and remedies as may be available under all applicable laws. Following the Class A Redemption Date, the Company shall not make any distributions under Section 7.1 until such time as all of the Class A Preferred Units are redeemed in full. (iv) All amounts payable under this Section 8.5(a) shall be paid on the date of redemption by wire transfer of immediately available funds to an account designated in writing to the Company by the applicable holder of Class A Preferred Units. NY v2 42

64 (b) Optional Redemption. (i) The Company shall have the right, but not the obligation, at its sole option, to redeem all or any portion of the outstanding Class A Preferred Units at any time, upon 10 days prior written notice to the holders of Class A Preferred Units, at a price per Class A Preferred Unit equal to the sum of (A) the product of (i) the Class A Base Amount, times (ii) the Class A Applicable Redemption Premium, plus (B) the Class A Accruing Preference in respect of such Class A Preferred Unit as of such date of redemption, less (C) the aggregate amount of distributions made on or prior to such date of redemption with respect to such Class A Preferred Unit pursuant to Section 7.1(a)(i). If the Company elects to redeem less than all of the outstanding Class A Preferred Units pursuant to this Section 8.5(b), the Company shall redeem Class A Preferred Units from each holder thereof on a pro rata basis in proportion to the number of Class A Preferred Units held by each such holder. (ii) All amounts payable under this Section 8.5(b) shall be paid on the date of redemption by wire transfer of immediately available funds to an account designated in writing to the Company by the applicable holder of Class A Preferred Units. (c) Effect of Redemption. In the event of any redemption of Class A Preferred Units pursuant to this Section 8.5, the Class A Preferred Units so redeemed by the Company shall be cancelled, shall cease to be outstanding and shall cease to confer any rights upon the former holders thereof. ARTICLE 9 DISSOLUTION, WINDING UP AND TERMINATION Section 9.1. Dissolution. (a) The Company shall continue until the first to occur of any of the following events (whereupon the Company shall be dissolved): (i) (ii) the determination by the Board to terminate the Company; or the sale or other disposition of all of the property of the Company. (b) The death, bankruptcy, sequestration, insolvency, dissolution or liquidation of a Member shall not operate to terminate the Company and the estate or trustee in bankruptcy or receiver or liquidator of a deceased, bankrupt, insolvent or dissolved Member shall not have the right to withdraw the balances on such Member s Capital Account. Section 9.2. Effect of Dissolution. Subject to Section 9.2(b), the Company shall continue after dissolution only for the purpose of winding up its business. (a) At any time after the dissolution of the Company and before the winding up of its business is completed, all of the Members may waive the right to have the Company s business wound-up and the Company terminated. NY v2 43

65 (b) During the period of the winding up of the affairs of the Company, all rights and obligations of the Members pursuant to this Agreement and the Act shall continue. Section 9.3. Winding Up Procedures. If a dissolution of the Company pursuant to Section 9.1 occurs, the Board shall proceed as promptly as practicable to wind-up the affairs of the Company in an orderly and businesslike manner and distribute the assets thereof within the time required by Regulations section (b)(2)(ii)(b)(2), if applicable, or any successor thereto. (a) As part of the winding up of the affairs of the Company, the following steps will be taken in the following order: NY v2 (i) the assets of the Company shall be sold, except to the extent that, some or all of the assets of the Company are retained by the Company for distribution to the Members as hereinafter provided. Any asset retained for distribution in accordance herewith shall be distributed at its Net Agreed Value; (ii) distributions of the assets of the Company after a dissolution of the Company shall be conducted as follows: (A) all of the Company s debts, liabilities and obligations, other than debts, liabilities and obligations to any Person who is a Member, shall be paid in full or otherwise provided for, or a reserve therefor (or for any contingent or unforeseen liabilities or obligations, as determined by the Board) shall be set aside; (B) next, the assets shall be distributed to the Members in accordance with ARTICLE 7. Section 9.4. Purchase of Assets Upon Winding Up. If any Company assets are sold in connection with the winding up of the Company, any Member shall have the right to bid on and, if such bid is accepted, purchase such assets at any sale. Section 9.5. Termination. When the winding up of the business of the Company has been completed and the assets of the Company have been distributed as provided in this Agreement, the Company shall be terminated, in accordance with the Act and other applicable law. ARTICLE 10 RECORDS AND ACCOUNTING; FISCAL AFFAIRS Section Fiscal Year. The fiscal year ( Fiscal Year ) of the Company shall be the calendar year. Section Bank Accounts. All funds of the Company shall be deposited in such bank or savings and loan account or accounts as shall be designated from time to time by the Board. Withdrawals from any such bank account shall be made upon such signature or signatures as the Board may designate, and shall be made only for the purposes of the Company. 44

66 Section Books and Records; Inspection. (a) The Company shall maintain full and accurate books of the Company at the Company s principal place of business, showing all receipts and expenditures, assets and liabilities, profits and losses, and all other records necessary for recording the Company s business and affairs. (b) During normal business hours and with reasonable prior written notice, the Company shall permit and shall cause each of its Subsidiaries to permit any Major Holder or any of its agents or representatives to examine and make copies of and abstracts from its records and books of account, and to visit its properties and to discuss and consult regarding its affairs, finances and accounts with any of its officers or directors, in each case, to the extent reasonably requested by the Major Holder and not disruptive to the affairs of the Company or any of its Subsidiaries or a distraction to the officers or directors of the Company or any of its Subsidiaries. Section Budget and Reporting. (a) Budget. [Not later than thirty (30) days following end of each Fiscal Year] 3, the Board shall approve and provide to each Major Holder an annual operating budget of the Company for the subsequent Fiscal Year. (b) Annual Audited Financial Statements. [Within ninety (90) days following the end of each Fiscal Year of PRG Inc.] 4, each Major Holder shall be entitled to receive copies of the audited annual financial statements of the PRG Inc. for such Fiscal Year. (c) Quarterly Financial Statements. [Within forty-five (45) days following the end of each fiscal quarter of PRG Inc.] 5, each Major Holder shall be entitled to receive copies of the unaudited quarterly financial statements of the Company for such fiscal quarter. (d) Monthly Financial Statements. [Within thirty (30) days following the end of each month] 6, each Major Holder shall be entitled to receive copies of the unaudited monthly financial statements of PRG Inc. for such month. (e) Tax Information. The Board shall prepare and deliver or cause to be prepared and delivered to each Member, no later than April 1 each year, Schedules K-1 with respect to the profit, loss and other items allocated to such Member by the Company. The Board shall prepare or cause to be prepared all U.S. federal, state and local tax returns of the Company (the Returns ) for each year for which such Returns are required to be filed. The Board shall determine the accounting methods and conventions to be used in the preparation of the Returns and shall determine whether to claim any available credit or adopt any other method or procedure related to the preparation of the Returns. The Board shall, in its sole discretion, determine whether to make any available election under the Code or any applicable state or local 3 Note to Draft: To be conformed with the time period set forth in senior credit facility. 4 Note to Draft: To be conformed with the time period set forth in senior credit facility. 5 Note to Draft: To be conformed with the time period set forth in senior credit facility. 6 Note to Draft: To be conformed with the time period set forth in senior credit facility. NY v2 45

67 tax law on behalf of the Company, provided that, without a Majority II Consent (which consent can be denied or withheld for any reason), no election shall have the effect of (i) treating the Class B Preferred Units held by the Institutional Investors disproportionately adverse to the Class B Preferred Units held by the PRG Group, or (ii) treating the Common Units held by the Institutional Investors disproportionately adverse to the Common Units held by the PRG Group. Section Partnership Representative. Jeremiah J. Harris is hereby designated the partnership representative of the Company within the meaning section 6223 of the Code, as amended by the BBA (the Partnership Representative ). The Partnership Representative shall file a designation of himself as such with the Internal Revenue Service. Should Jeremiah J. Harris resign as Partnership Representative in a writing directed to the Board or cease to be the CEO, the Board shall designate a replacement Partnership Representative, such designation to take effect as of the date specified in such written resignation or upon his ceasing to be the CEO. Any appointment as Partnership Representative under this Section 10.5 that is then in effect shall survive dissolution and winding up of the Company under ARTICLE 9. (a) The Partnership Representative shall (i) furnish to each Member affected by an audit of the Company income tax returns a copy of each notice or other communication received from the Internal Revenue Service or applicable state authority, (ii) furnish each Member with a copy of any notice received in his capacity as Partnership Representative from any Taxing Jurisdiction, and (iii) keep such Member informed of any administrative or judicial Proceeding. The Partnership Representative shall have the authority provided in Code section 6223(a), as amended by the BBA, including, without limitation: (i) to make the election described in Code section 6221(b), as amended by the BBA, if available with respect to any taxable year, and the election described in Code section 6226(a), as amended by the BBA, with respect to any Imputed Underpayment; (ii) to file an administrative adjustment request pursuant to Code section 6227(a), as amended by the BBA; and (iii) pursuant to any determination by the Board, to file a petition for readjustment pursuant to Code section 6234(a), as amended by the BBA. (b) The Company shall not be obligated to pay any fees or other compensation to the Partnership Representative in his capacity as such. However, the Company shall reimburse the expenses (including reasonable attorneys and other professional fees) incurred by the Partnership Representative in such capacity. (c) Any Imputed Underpayment shall be paid by the Company pursuant to Code section, 6225, as amended by the BBA, or, if the Company makes the election provided for in Code section 6226 as amended by the BBA, by the Members. Any payment by the Company of (i) any Imputed Underpayment, or (ii) any underpayment in respect of any administrative adjustment request filed pursuant to Code section 6227(a), as amended by the BBA, shall be treated as an expenditure of the Company described in Code section 705(a)(2)(B) for the Adjustment Year. The Members shall cooperate with the Partnership Representative in minimizing the amount of any Imputed Underpayment by supplying the Partnership Representative with such information concerning their tax classifications, and the tax classifications of and other information regarding their direct and indirect beneficial owners, as the Partnership Representative may reasonably request from time to time. NY v2 46

68 (d) The Company shall indemnify and hold harmless the Partnership Representative from and against any damage, judgment, amount paid in settlement, fine, penalty, punitive or consequential damages, or cost or expense of any nature (including reasonable attorneys fees and disbursements) sustained or incurred as a result of any act or decision concerning Company tax matters and within the scope of such Member s responsibilities as Partnership Representative, so long as such act or decision was not the result of gross negligence, fraud, bad faith or willful misconduct by the Partnership Representative. The Partnership Representative shall be entitled to rely on the advice of legal counsel as to the nature and scope of its responsibilities and authority as Partnership Representative, and any act or omission of the Partnership Representative pursuant to such advice shall in no event subject the Partnership Representative to Liability to the Company or any Member. Section Tax Status. Each of the Members hereby recognizes that the Company will be treated as a partnership for U.S. federal, state and local income tax purposes. ARTICLE 11 LIABILITY, EXCULPATION AND INDEMNIFICATION Section Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person s fraud, recklessness, gross negligence, willful misconduct or willful breach of this Agreement. Section Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of the fact that he or she is or was a Covered Person, or any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person s fraud, recklessness, gross negligence, willful misconduct or willful breach of this Agreement with respect to such acts or omissions; provided, however, that any indemnity under this Section 11.2 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any Liability on account thereof. (a) The provisions of this Section 11.2 shall be administered in accordance with the following procedures: (i) Promptly after receipt by a Covered Person of notice of his or her involvement or threatened involvement in any Proceeding for which indemnification is provided under Section 11.2(a) (hereafter, an Indemnity-Related Proceeding ), the relevant Covered Person shall, if a claim in respect thereof is to be made against the Company under this Section, notify the Company in writing of such involvement or threatened involvement. No failure to so notify the Company shall relieve the Company NY v2 47

69 NY v2 from the obligation to indemnify the Covered Person except to the extent that the Company shall have been actually prejudiced by such failure. To the extent determined by the Board, the Company shall be entitled to assume and control the defense and settlement of such actual or threatened Indemnity-Related Proceeding with counsel reasonably satisfactory to the Covered Person making such claim for indemnification; provided, however, that a Covered Person may, with the consent of the Board (not to unreasonably be withheld), retain control (as to such Covered Person) of the defense and settlement of such Indemnity-Related Proceeding if (but only if) (x) representation of both the Covered Person and the Company would, in the reasonable judgment of the Covered Person making such claim for indemnification, be inappropriate due to actual or potential differing interests between such Covered Person and the Company or (y) such Indemnity-Related Proceeding involves the potential imposition of criminal liability on such Covered Person; provided, further, that the Company shall in any event be entitled to be consulted with respect to any actual or threatened Indemnity-Related Proceeding described in this sentence. The Company shall diligently defend against, or settle, any Indemnity-Related Proceeding, the defense of which it elects to assume. If the Company shall fail within a reasonable period of time to so assume (or shall be prevented from so assuming) the defense of such actual or threatened Indemnity-Related Proceeding, the Covered Person may defend such Indemnity-Related Proceeding with counsel of its choice. The expenses (including reasonable legal fees and expenses) incurred by a Covered Person pursuant to the preceding sentence shall, from time to time, be advanced by the Company prior to the final disposition of the relevant actual or threatened Indemnity-Related Proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if and when it shall ultimately be determined (by a court of competent jurisdiction or in any other appropriate forum) that the Covered Person is not entitled to be indemnified pursuant to Section 11.2(a); provided, however, that no such advances need be made if the Board, acting in good faith, shall determine that such Covered Person is not entitled to be indemnified pursuant to Section 11.2(a). (ii) The Covered Person shall supply the Company and its counsel with such information reasonably requested by any of them as is necessary or advisable for the Company to control or participate in any Indemnity-Related Proceeding to the extent permitted by this Section (iii) Any term of this Section 11.2 to the contrary notwithstanding, the Company shall not have any liability or obligation to any particular Covered Person under this Section 11.2 with respect to any Losses which may be imposed on or incurred by such Covered Person in connection with the settlement of any actual or threatened Indemnity-Related Proceeding entered into by such Covered Person, or as the result of such Covered Person ceasing to diligently defend against any Indemnity-Related Proceeding the defense of which has not been assumed by the Company pursuant to this Section 11.2, in each case without the prior written consent of the Company. The Company shall not unreasonably withhold or delay its consent to the settlement of any actual or threatened Indemnity-Related Proceeding the defense of which has not been assumed by the Company pursuant to this Section The Company shall not, as to any particular Covered Person, settle any actual or threatened Indemnity-Related 48

70 Proceeding the defense of which it has assumed without the consent of such Covered Person unless such settlement, as to such Covered Person, is solely for the payment of money and the Company assumes full responsibility for such payment in writing. Nothing in this Section 11.2(a)(iii) shall increase the liability of the Company with respect to any particular Indemnity-Related Proceeding beyond that set forth in Section 11.2(a). (iv) Upon the payment of any Loss pursuant to this Section 11.2, the Company, without any further action on the part of the relevant Covered Person, shall be subrogated to any claims against third parties that such Covered Person in its individual capacity may have relating thereto. The Covered Person shall give such further assurances or agreement to the Company, and otherwise shall cooperate with (and at the expense of) the Company, to permit the Company to pursue such claims. (b) The indemnification provided by this Section 11.2 shall be in addition to any other rights to which a Covered Person may be entitled under any agreement, as a matter of law or otherwise, both as to actions in the Covered Person s capacity as a Covered Person and as to actions in any other capacity, and shall continue as to a Covered Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Covered Person. Nothing in this Section 11.2 shall limit the power or authority of the Board otherwise to indemnify, or agree to indemnify, any Covered Person or any other Person. (c) A Covered Person shall not be denied indemnification in whole or in part under this Section 11.2 because the Covered Person had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (d) The provisions of this Section 11.2 shall be deemed to create a binding obligation on the part of the Company to each Covered Person on the Effective Date and persons thereafter becoming Covered Persons, and such persons in acting in their capacities as Covered Persons shall be entitled to rely on such provisions of this Section 11.2, without giving notice thereof to the Company. (e) No amendment, modification or repeal of this Section 11.2 shall, without the consent of any particular Covered Person (which consent shall be deemed to have been given if such Covered Person votes for such amendment, modification or repeal as a Member) in any manner terminate, reduce or impair the right of such Covered Person to be indemnified by the Company, nor the obligations of the Company to indemnify any such Covered Person, under and in accordance with the provisions of this Section 11.2 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. (f) The Company shall obtain director and officers insurance in such amount as shall be determined by the Board. NY v2 49

71 (g) The provisions of this Section 11.2 will not be deemed to provide indemnification in relation to any indemnification clauses under any past, existing or future asset purchase, stock purchase, merger, recapitalization or other agreement pursuant to which the Company or any of its subsidiaries or affiliates purchases or sells any assets or business. Section Expenses. To the fullest extent permitted by applicable law, expenses (including, without limitation, reasonable attorneys fees, disbursements, fines and amounts paid in settlement) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding relating to or arising out of the performance of his or her duties on behalf of the Company (or the fact that such person is or was a Covered Person) shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that the Covered Person is not entitled to be indemnified as authorized in Section Section Severability. To the fullest extent permitted by applicable law, if any portion of this Agreement shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each Covered Person and may indemnify each employee or agent of the Company as to costs, charges and expenses (including reasonable attorneys fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated. ARTICLE 12 MISCELLANEOUS Section Waiver of Rights of Partition and Dissolution. To the fullest extent permitted by applicable law, each Member hereby waives all rights it may have at any time to maintain any action for division or sale of the Company property as now or hereafter permitted under any applicable statutes or other laws. To the fullest extent permitted by applicable law, each Member hereby waives and renounces its rights to seek a court decree of dissolution or to seek the appointment of a court receiver for the Company as now or hereafter permitted under any applicable statutes or other laws. Subject to mandatory provisions of law and to circumstances involving a breach of this Agreement, each Member covenants that it will not (except with the consent of the Board) file a bill for a Company accounting. Section Power of Attorney. Each Member (other than members of the Institutional Group and members of the PRG Group) hereby constitutes and appoints the Board, with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to: (a) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and all amendments or restatements hereof) that the Board deems necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a limited liability NY v2 50

72 company, (B) all certificates, documents and other instruments that the Board deems necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement, (C) all certificates, documents and other instruments that the Board deems necessary or appropriate to reflect the dissolution and liquidation of the Company pursuant to the terms of this Agreement, (D) all certificates, documents and other instruments relating to the admission of any new Member approved by the Board pursuant to this Agreement, (E) all certificates, documents and other instruments (including agreements and a certificate of merger) relating to a merger or consolidation of the Company and (F) any and all filings required to be filed with any regulatory agency, commission or other organization with respect to the business of the Company. (b) execute, swear to, acknowledge, deliver, file and record all consents, approvals, waivers, certificates, documents and other instruments necessary or appropriate, in the discretion of the Board, to make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Board or the Members hereunder or is consistent with the terms of this Agreement or is necessary or appropriate, in the discretion of the Board, to effectuate the terms or intent of this Agreement. Section Representations and Warranties. Each Member represents and warrants to each of the other Members and, the Company that (i) it is under no contractual or other restriction or obligation which is inconsistent with the execution of this Agreement, the performance of its duties hereunder, or the other rights of the Company or the other Members hereunder, (ii) it has all power and authority necessary to enter into this Agreement and to perform its obligations hereunder, (iii) the execution and delivery of this Agreement by it will not result in any violation of, or default under, any contract, agreement or other instrument to which it is a party or by which it is bound or any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to it or to its properties, other than such violations or defaults which do not and will not, individually or in the aggregate, have a material adverse effect on its financial condition or its ability to perform its obligations hereunder and (iv) no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority (other than any of the foregoing that is required because of the particular nature of the business or assets of the Company) remains to be obtained or made by it in connection with the execution and delivery of this Agreement by it or the performance of its obligations hereunder. Section Transactions with Affiliates. Subject to Section 4.5, the Company may employ or transact business with any Person, notwithstanding the fact that such Person is a Member or Board Member, or that a Member or Board Member, or any of its Affiliates, or a member of the Immediate Family or other associate of any Member or Board Member, may have an interest in or connection with such Person; provided, however, that any such transaction that is outside the ordinary course of business or that is material, whether or not outside the ordinary course of business, shall require full disclosure to and approval by the Board. NY v2 51

73 Section Modifications. Subject to Section 4.5, this Agreement may be modified or amended, and any provision hereof (or any breach hereof) may be waived, from time to time by the Board; provided, however, that: (i) no modification or amendment of this Agreement shall treat any particular holder of a series or class of Units differently in any material respect than any other holder of such series or class of Units (but such holders may be treated differently from holders of other series and classes of Units), without the consent of such holder; (ii) no modification or amendment of this Agreement that treats a series of Units, relative to any other series of Units, other than as such former series would have been treated relative to such other series of Units if the Company had sold its assets and liquidated (or as preserves such treatment of such series of Units) shall be effective unless such modification or amendment is approved by the affirmative consent of Members holding more than 50% of the Units of such adversely affected series held by all Members; (iii) any modification or amendment (including any repeal) of Section 4.1(b)(i) shall require the affirmative consent of holders of at least a majority of the then outstanding Original PRG Preferred Units; (iv) any modification or amendment (including any repeal) of Section 4.1(b)(ii) shall require the affirmative consent of holders of at least a majority of the then outstanding Original II Preferred Units; and (v) any modification or amendment (including any repeal) of this Section 12.5 shall require the affirmative consent of all of the Members. Notwithstanding the foregoing, the contents of Schedule A may be amended at the direction of the Board to accurately reflect any valid issuance of Units contemplated herein without the consent of any Member. Notwithstanding the foregoing, if the Board Members shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of this Agreement, then the Board shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any of the Members. Section Notices. Unless otherwise expressly specified or permitted by the terms hereof, all notices, requests, consents, demands, and other communications (collectively, Notices ) required or permitted to be given or delivered under or by reason of the provisions of this Agreement to the Company or to any Member shall be in writing and shall be delivered by first-class mail (or any substantially similar form of mail), postage prepaid, by electronic mail, by hand or by nationally recognized air courier service to (i) in the case of any Notice to the Company, the Board, and (ii) in the case of any Notice to any Member, to its current address or electronic mail address as it appears in the records of the Company. Any such Notice shall become effective when received by the addressee; provided, however, that (x) any Notice mailed to any Member shall be deemed to have been received on the fourth business day after being mailed as provided in the preceding sentence (even if not received by such Member); (y) any Notice to the Company that is received other than during regular business hours of the Company 52 NY v2

74 shall be deemed to have been given at the opening of business on the next business day of the Company; and (x) any Notice sent by electronic mail to the Company or a Member shall be deemed to have been received on the day it is sent, if sent during normal business hours of the recipient, and if not, then at the opening of business on the next business day. Section Severability. Any provision of this Agreement which is prohibited or unenforceable or otherwise ineffective under the substantive laws of the State of Delaware or (notwithstanding the choice of governing law set forth in Section 12.10) any other jurisdiction shall be ineffective, but such ineffectiveness shall be limited as follows: (i) if such provision is prohibited, unenforceable or otherwise ineffective in such jurisdiction only as to a particular Person or Persons and/or under any particular circumstance or circumstances, such provision shall be ineffective, but only in such jurisdiction and only with respect to such particular Person or Persons and/or under such particular circumstance or circumstances, as the case may be; (ii) without limitation of clause (i), such provision shall in any event be ineffective only as to such jurisdiction and only to the extent of such prohibition, unenforceability or other ineffectiveness, and such prohibition, unenforceability or other ineffectiveness in such jurisdiction shall not invalidate or render unenforceable or otherwise ineffective such provision in any other jurisdiction; and (iii) without limitation of clauses (i) or (ii), such ineffectiveness shall not invalidate any of the remaining provisions of this Agreement. Without limitation of the preceding sentence, it is the intent of the parties hereto that in the event that in any court proceeding, such court determines that any provision of this Agreement is prohibited, unenforceable or otherwise ineffective in any jurisdiction to any extent, such court shall have the power to, and shall, (x) modify such provision (including, to the extent applicable, by limiting the duration or scope of such provision and/or the Persons against whom, and/or the circumstances under which, such provision shall be effective in such jurisdiction) for purposes of such proceeding to the minimum extent necessary so that such provision, as so modified, may then be enforced in such proceeding and (y) enforce such provision, as so modified pursuant to clause (x), in such proceeding. To the fullest extent permitted by applicable law, each party hereto waives any provision of applicable law which renders any provision of this Agreement invalid, illegal or unenforceable in any respect. Nothing in this Section 12.7 is intended to, or shall, limit (1) the ability of any party to such document to appeal any court ruling or the effect of any favorable ruling on appeal or (2) the intended effect of Section Section Interpretation. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the Person or Persons referred to may require. Paragraph titles or captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provisions hereof. All Section and paragraph references contained herein (including in any Schedule hereto) shall refer to this Agreement unless otherwise specified. Except to the extent otherwise expressly provided herein or the context otherwise may require, (i) the term or is not exclusive, (ii) the words hereof, herein and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and (iii) the words include and including and words of similar import when used in this Agreement are not limiting and shall be construed to be followed by the words without limitation, whether or not they are in fact followed by such words. NY v2 53

75 Section No Reliance by Third Parties. Subject to Section 11.2, the provisions of this Agreement are not for the benefit of any creditor or other Person other than the Members and the Company, and no creditor or other Person (other than the Members and the Company) shall obtain any rights under this Agreement or by reason of this Agreement, or shall be able to make any claim under this Agreement in respect of any debts, liabilities or obligations against 54 NY v2 Section Consent to Jurisdiction. Each Member (and former Member): (a) submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the state courts of, and federal courts for, the State of Delaware and the State of New York; (b) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address for notice pursuant to Section 12.6; and (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction. Section Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW RULES. Section Entire Agreement. The parties hereto agree that all understandings and agreements heretofore made between them with respect to the subject matter of this Agreement are merged in and superseded by this Agreement which fully and completely expresses their agreement with respect to the subject matter hereof. There are no promises, agreements, conditions, understandings, warranties, or representations, oral or written, express or implied, among the parties hereto with respect to the subject matter of this Agreement, other than as set forth in this Agreement. Section Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Members and each other Person hereafter becoming a Member. This Agreement shall also inure to the benefit of, and may separately be enforced by the Company acting on its own behalf or on behalf of the Members. Section Further Assurances. Each of the parties hereto agrees to execute, acknowledge, deliver, file, record and publish such further certificates, instruments, agreements and other documents, and to take all such further action, as from time to time may be required by law or deemed by the Board to be necessary or useful in furtherance of the Company s purposes and the objectives and intentions underlying this Agreement and not inconsistent with the terms hereof.

76 the Company or any Member. In addition, it is the intent of the parties hereto that no distribution to any Member shall be deemed a return of money or other property in violation of the Act. The payment of any such money or distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section (b) of the Act, and the Member receiving any such money or property shall not be required to return any such money or property to any Person, the Company or any creditor of the Company. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to return such money or property, such obligation shall be the obligation of such Member and not of any other Member. Without limiting the generality of the foregoing, a deficit capital account of a Member shall not be deemed to be a liability of such Member nor an asset or property of the Company. Section No Implied Waivers. No consent or waiver, express or implied, by the Company or any Member to or of any breach or default by any other Member in the performance of its obligations hereunder shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance by such other Member of the same or any other obligation of such Member hereunder. Failure on the part of the Company or a Member to complain of any act or failure to act of any other Member or to declare such other Member in default, irrespective of how long such failure continues, shall not constitute a waiver by the Company or such Member of its or its rights hereunder. Any waiver must be in writing. Section Additional Remedies. The rights and remedies of any Member or the Company hereunder shall not be mutually exclusive. The respective rights and obligations hereunder shall be enforceable by specific performance, injunction or other equitable remedy, but nothing herein contained is intended to, nor shall it, limit or affect any other rights in equity or any rights at law or by statute or otherwise of any party aggrieved as against the other for breach or threatened breach of any provision hereof, it being the intention of this Section to make clear the agreement of the parties hereto that their respective rights and obligations hereunder shall be enforceable in equity as well as at law or otherwise. Section Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall together constitute one and the same instrument. It shall not be necessary for any counterpart to bear the signature of each party hereto. Section Determinations and Calculations by the Board. (a) All financial and other calculations or determinations required to be made by the Company or by the Board by terms of this Agreement shall be made by the Board, in good faith, whose calculations and determinations, in the absence of manifest error or bad faith, shall be conclusive and binding, unless, in the case of an Applicable FMV Determination, a Dispute Notice is delivered by the holders of a majority of the then outstanding Original II Preferred Units pursuant to this Section (b) In the event that the Board shall make any determination of the Fair Market Value of any property paid or payable in connection with a Sale of the Company Transaction as set forth in clause (i) of the definition of Enterprise Value (an Applicable NY v2 55

77 FMV Determination ), the Board shall provide to the Institutional Group, at or promptly following any such Applicable FMV Determination, written notice of such Applicable FMV Determination, which notice shall set forth the Board s calculation of Fair Market Value of such applicable property, assets, rights or shares, including reasonable support for such calculation. The Board s good faith determination of Fair Market Value in respect of the Applicable FMV Determination shall be deemed final and binding unless the holders of a majority of the then outstanding Original II Preferred Units (such holders, the Objecting Holders ) deliver a written notice to the Company within 15 days of their receipt of the Board s calculation of Fair Market Value in respect of the Applicable FMV Determination, which notice shall set forth the disputed items with respect to the Board s calculation of Fair Market Value in respect of the Applicable FMV Determination (the Dispute Notice ). If the Objecting Holders timely deliver a Dispute Notice in accordance with the immediately preceding sentence, the Objecting Holders and the Company shall use their best efforts to resolve any disputes within 15 days of the Company s receipt of the Dispute Notice. (c) If the Company and the Objecting Holders cannot agree on a Fair Market Value of the applicable property in respect of the Applicable FMV Determination within the 15- day period referred to in clause (b) above, then the Company and the Objecting Holders shall engage a valuation firm of national recognition, which firm shall be reasonably acceptable to both the Company and the Objecting Holders. If the Company and the Objecting Holders are unable to agree on a valuation firm within 10 days of the date either party propose in writing that one be selected, each party shall choose one valuation firm, which firms shall together choose a valuation firm of national recognition. The Company and the Objecting Holders shall submit to the valuation firm their respective calculations of the Fair Market Value of the applicable property in respect of the Applicable FMV Determination and any supporting arguments and other data as they may desire, within 10 days of the appointment of the valuation firm, and the valuation firm shall as soon as practicable thereafter make its own calculation of Fair Market Value of the applicable property in respect of the Applicable FMV Determination. The determination of Fair Market Value of the applicable property in respect of the Applicable FMV Determination by the valuation firm shall be final and binding upon the parties. The fees and expenses of the valuation firm shall be borne by each of the Company, on one hand, and the Objecting Holders, on the other hand, in inverse proportion to the proximity of their respective valuations to the final Fair Market Value of the applicable property in respect of the Applicable FMV Determination. (d) The Company shall make the work papers and financial statements used in the Board s determination of the Fair Market Value of the applicable property in respect of the Applicable FMV Determination and the financial staff of the Company and its Subsidiaries available to the Objecting Holders and their representatives at reasonable times and upon reasonable notice during the review of any Fair Market Value calculation in respect of the Applicable FMV Determination. NY v2 56

78 IN WITNESS WHEREOF, each of the undersigned has signed this Agreement as of the date first above written. By: Name: Title: By: Name: Title: By: Name: Title: NY v2 57

79 Schedule A MEMBERS MEMBER NUMBER OF UNITS CAPITAL ACCOUNT PRG Holdings, LLC Class B Preferred Units [115,200] $[ ] Common Units [70,400] $[ ] [Class A Investors] Class A Preferred Units [18,200] $[ ] [Institutional Group] Class B Preferred Units [44,800] $[ ] Common Units [17,600] $[ ] NY v2 58

80 EXHIBIT A-3 Certificate of Merger

81 STATE OF DELAWARE CERTIFICATE OF MERGER OF DOMESTIC LIMITED LIABILITY COMPANYS Pursuant to Title 6, Section of the Delaware Limited Liability Company Act, the undersigned limited liability company executed the following Certificate of Merger: FIRST: SECOND: THIRD: FOURTH: The name of the surviving limited liability company is VER Technologies HoldCo, LLC, a Delaware limited liability company and the name of the limited liability company being merged into this surviving limited liability company is [PRG II MergerCo, LLC], a Delaware limited liability company. The Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent limited liability companies. The name of the surviving limited liability company is VER Technologies HoldCo, LLC. The merger is to become effective upon filing of this Certificate of Merger. FIFTH: The Agreement and Plan of Merger is on file at 200 Business Park Dr., Suite 109, Armonk, NY 10504, the place of business of the surviving limited liability company. SIXTH: A copy of the Agreement and Plan of Merger will be furnished by the surviving limited liability company, on request and without cost, to any member of the constituent limited liability companies. [Signature Follows] NY v1

82 IN WITNESS WHEREOF, the undersigned surviving limited liability company has caused this Certificate to be signed this [ ], VER TECHNOLOGIES HOLDCO, LLC By: Name: Title: NY v1

83 EXHIBIT B List of Retained Causes of Action 1

84 List of Retained Causes of Action Article IV.O of the Amended Joint Chapter 11 Plan of Reorganization of VER Technologies Holdco LLC. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 417] (as may be amended from time to time, the Plan ) 1 provides as follows: In accordance with section 1123(b) of the Bankruptcy Code, but subject to the releases set forth in Article IX below, all Retained Causes of Action that a Debtor may hold against any Entity shall vest in the applicable Reorganized Debtor on the Effective Date. Thereafter, the Reorganized Debtors shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Retained Causes of Action, whether arising before or after the Petition Date, and to decline to do any of the foregoing without the consent or approval of any third party or further notice to or action, order, or approval of the Bankruptcy Court. No Entity may rely on the absence of a specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to any specific Non-Litigation Trust Cause of Action as any indication that the Debtors or Reorganized Debtors, as applicable, will not pursue any and all available Retained Causes of Action. The Debtors or Reorganized Debtors, as applicable, expressly reserve all rights to prosecute any and all Retained Causes of Action against any Entity, except as otherwise expressly provided in the Plan, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable or otherwise) or laches, shall apply to any Retained Cause of Action upon, after, or as a consequence of the Confirmation or the occurrence of the Effective Date. Notwithstanding and without limiting the generality of Article IV.O of the Plan, the Debtors and the Reorganized Debtors, as applicable, expressly reserve all Retained Causes of Action, including the following types of claims; provided, however, that the Retained Causes of Action shall not include any Avoidance Actions: I. Claims Related to Insurance Policies Unless otherwise released by the Plan, the Debtors expressly reserve all Causes of Action based in whole or in part upon any and all insurance contracts and insurance policies to which any Debtor or Reorganized Debtor is a party or pursuant to which any Debtor or Reorganized Debtor has any rights whatsoever, including Causes of Action against insurance carriers, reinsurance carriers, insurance brokers, underwriters, occurrence carriers, or surety bond issuers relating to coverage, indemnity, contribution, reimbursement, or any other matters. 1 Capitalized terms used but not defined herein have the meanings ascribed to them in the Plan. This Exhibit B and any schedules attached hereto remain subject to continuing review and revision by the Debtors. The Debtors expressly reserve the right to alter, modify, amend, remove, augment, or supplement this list at any time in accordance with the Plan. 1

85 II. Claims Related to Accounts Receivable and Accounts Payable Unless otherwise released by the Plan, the Debtors expressly reserve all Causes of Action against or related to all Entities that owe or that may in the future owe money to the Debtors or Reorganized Debtors, regardless of whether such Entity is expressly identified in the Plan, this Plan Supplement, or any amendments thereto. Furthermore, the Debtors expressly reserve all Causes of Action against or related to all Entities who assert or may assert that the Debtors or Reorganized Debtors, as applicable, owe money to them. Without limiting the generality of the foregoing, the Debtors expressly reserve all Causes of Action against the Entities identified in Schedule B(1) attached hereto. III. Claims Related to Deposits/Prepayments, Adequate Assurance Postings, and Other Collateral Postings Unless otherwise released by the Plan, the Debtors expressly reserve all Causes of Action based in whole or in part upon any and all postings of a security deposit, adequate assurance payment, or any other type of deposit, prepayment, or collateral, regardless of whether such posting of security deposit, adequate assurance payment, or any other type of deposit, prepayment, or collateral is expressly identified in the Plan, this Plan Supplement, or any amendments thereto. 2 IV. Claims Related to Liens Unless otherwise released by the Plan or the DIP Order, the Debtors expressly reserve all Causes of Action based in whole or in part upon any and all liens regardless of whether such lien is expressly identified in the Plan, this Plan Supplement, or any amendments thereto. V. Claims, Defenses, Cross-Claims, and Counter-Claims Related to Litigation and Potential Litigation Unless otherwise released by the Plan, the Debtors expressly reserve all Causes of Action against or related to all Entities that are party to or that may in the future become party to litigation, arbitration, or any other type of adversarial proceeding or dispute resolution proceeding, whether formal or informal or judicial or non-judicial, including those litigation, arbitration, or other types of adversarial proceedings or dispute resolution proceedings listed on the Debtors Schedules of Assets and Liabilities and Statements of Financial Affairs, [Docket Nos , 302], regardless of whether such Entity is expressly identified in the Plan, this Plan Supplement, or any amendments thereto. Without limiting the generality of the foregoing, the Debtors expressly reserve all Causes of Action against the Entities identified in Schedule B(2) attached hereto. 2 For the avoidance of doubt, the Debtors reserve all rights with respect to any deposit provided in accordance with the Final Order (I) Approving the Debtors Proposed Adequate Assurance of Payment for Future Utility Services, (II) Prohibiting Utility Providers from Altering, Refusing, or Discontinuing Utility Services, (III) Approving the Debtors Proposed Procedures for Resolving Additional Assurance Requests, and (IV) Granting Related Relief [Docket No. 225] or otherwise provided as adequate assurance of payment (as that term is used by Section 366 of the Bankruptcy Code). 2

86 VI. Claims Related to Contracts and Leases Unless otherwise released by the Plan, the Debtors and Reorganized Debtors, as applicable, expressly reserve Causes of Action based in whole or in part upon any and all contracts and leases to which any of the Debtors or Reorganized Debtors is a party or pursuant to which any of the Debtors or Reorganized Debtors has any rights whatsoever, including without limitation all contracts and leases that are assumed pursuant to the Plan or were previously assumed by the Debtors. The claims and Causes of Action reserved include Causes of Action against vendors, suppliers of goods and services, lessors, or any other parties: (a) for overpayments, back charges, duplicate payments, improper holdbacks, deductions owing or improper deductions taken, deposits, warranties, guarantees, indemnities, recoupment, or setoff; (b) for wrongful or improper termination, suspension of services or supply of goods, or failure to meet other contractual or regulatory obligations; (c) for failure to fully perform or to condition performance on additional requirements under contracts with any one or more of the Debtors before the assumption or rejection, if applicable, of such contracts; (d) for payments, deposits, holdbacks, reserves or other amounts owed by any creditor, utility, supplier, vendor, insurer, surety, factor, lender, bondholder, lessor, or other party; (e) for any liens, including mechanics, artisans, materialmens, possessory, or statutory liens held by any one or more of the Debtors; (f) arising out of environmental or contaminant exposure matters against landlords, lessors, environmental consultants, environmental agencies, or suppliers of environmental services or goods; (g) for counter-claims and defenses related to any contractual obligations; (h) for any turnover actions arising under section 542 or 543 of the Bankruptcy Code; and (i) for unfair competition, interference with contract or potential business advantage, breach of contract, infringement of intellectual property or any business tort claims. Without limiting the generality of the foregoing, the Debtors expressly reserve all Causes of Action against the Entities identified in Schedule B(3) attached hereto. VII. Claims Related to Tax Refunds Unless otherwise released by the Plan, the Debtors expressly reserve all Causes of Action against or related to all Entities that owe or that may in the future owe money related to tax refunds to the Debtors or Reorganized Debtors, regardless of whether such Entity is expressly identified in the Plan, this Plan Supplement, or any amendments thereto. Furthermore, the Debtors expressly reserve all Causes of Action against or related to all Entities who assert or may assert that the Debtors or Reorganized Debtors owe taxes to them. VIII. Claims Related to Customer Obligations Unless otherwise released by the Plan, the Debtors expressly reserve all Causes of Action against or related to all former and current customers that owe or may in the future owe money to the Debtors or the Reorganized Debtors whether for unpaid invoices or any other matter whatsoever, including contracts. IX. Claims Related to Employment Matters Unless otherwise released by the Plan, the Debtors expressly reserve all actual or potential Causes of Action, whether legal, equitable or statutory in nature, to recover amounts awarded to employees (except for amounts authorized by order of the Bankruptcy Court or required by 3

87 applicable non-bankruptcy law) under the terms of any prepetition employment, severance agreement, change-in-control agreement, bonus arrangement or other agreement governing, arising out of, or related to the employment relationship. Furthermore, the Debtors expressly reserve all Causes of Action against any current or former director, officer, employee or agent of the Debtors arising out of employment-related matters, including Causes of Action regarding intellectual property, confidentiality obligations, employment contracts, wage and benefit overpayments, travel, contractual covenants, or employee fraud or wrongdoing. 4

88 Schedule B(1) Claims Related to Receivables and Payables DEBTOR Full Throttle Films, Inc. Full Throttle Films, Inc. VER Technologies, LLC Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. VER Technologies, LLC Full Throttle Films, Inc. Full Throttle Films, Inc. VER Technologies, LLC LITIGATION PARTY ADDRESS RECEIVABLES DESCRIPTION ADM Productions 40 Seaview Blvd., Port Washington, NY Accounts Receivable ADV Productions 2140 East 5th Street Suite 5, Tempe, Arizona Accounts Receivable AFPC Adam Faldetta Production Alimar Company Inc c/o Michael Wilson, KHINDA WILSON, LLP, 611 Wilshire Blvd., Suite 325, Los Angeles, CA c/o Raxter Law, Law Offices of Jeremiah Raxter, Jeremiah Raxter, Bradley Rd, Suite 145, Menifee, CA Accounts Receivable Accounts Receivable Atlanta Audio Visual 2020 Hollow Mill Rd. NW Suite 178, Atlanta, GA Accounts Receivable AVC The Audio 801 Mitchell Road, Unit 101, Thousand Oaks, CA Accounts Receivable Visual Company AVP Nationwide 131 Rental Court, Rock Hill, SC Accounts Receivable Productions BMG Event 2605 Manigualt Street, Carmel, Indiana Accounts Receivable Productions Carlson Sound and 201 Bateman Drive, Central Point, Oregon Accounts Receivable Light Central City 212 E. Ohio, Suite 300, Chicago, IL Accounts Receivable Productions Dope Music & 3524 Silverside Road Suite 35B, Wilmington, Delaware Accounts Receivable Entertainment / KrisRapsBetter DuBose Group Ventura Blvd., Sutie 300, Woodland Hills, CA Accounts Receivable Eclipse Entertainment Frantic, Inc W. Empire Ave. #450, Burbank, CA Accounts Receivable c/o WG&S LLP, Wilshire Blvd., 8th Floor, Los Angeles, CA Accounts Receivable 5

89 DEBTOR Full Throttle Films, Inc. VER Technologies, LLC Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. LITIGATION PARTY Griffin Entertainment Jason Wagner dba CMG Enterprises ADDRESS RECEIVABLES DESCRIPTION 32 West Imperial Ave, Las Vegas, NV Accounts Receivable 5454 Bridge Meadow Cove, Memphis, TN Accounts Receivable In:ciite media 300 Meridian Blvd., Suite 170, Nashville, TN Accounts Receivable Indigo Design 622 SW 9th Avenue Apt. D, Portland, OR Accounts Receivable National Technology Rentals Fowlers Mill Circle, Auburn, VA Accounts Receivable NCF 2863 Grand Route St. John H, New Orleans, LA Accounts Receivable Oomba, Inc Irvine Center Drive, Irvine, CA Accounts Receivable Paradigm Production Services, Inc Hiatus Rd, Suite 500, Tamarac, FL Accounts Receivable Perception Audio 424 W. 33rd St., Suite LL30, New York, NY Accounts Receivable Portal Entertainment. 200 Challon Court, Atlanta, GA Accounts Receivable Precise Corporate 1530 West 10th Place, Tempe, AZ Accounts Receivable Staging Production 508 Iris Street, Redlands, California Accounts Receivable Associates Production People c/o M. Denise Dotson, M. Denise Dotson, LLC, P.O. Box 435, Accounts Receivable Avondale Estates, GA Punched in the 540 President Street, Suite 1D, Brooklyn, NY Accounts Receivable head Productions RA Studio 4143 Via Marina #512, Marina Del Rey, CA Accounts Receivable 6

90 DEBTOR Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. RECEIVABLES LITIGATION PARTY ADDRESS DESCRIPTION Rainbow 17 Bricketts Mill Rd, Hampstead, NH Accounts Receivable Production Services Remote Facilities 9 Foster Street, Wakefield, MA Accounts Receivable Royster 1537 La Casita Drive, San Marcos, CA Accounts Receivable Productions, LLC Technical Staffing 1200 G Street NW Suite 800, Washington, DC Accounts Receivable Teri Productions 2040 Magnolia Ave., Knoxville, TN Accounts Receivable Theme of Thrones c/o Bill Tannenbaum, WG & S, LLP, Wilshire Blvd, 8th Accounts Receivable Floor, Los Angeles, CA Tidal/Roc Nation Slora Varvsgatan, Malmö,, Sweden, 6A Accounts Receivable Smith, Canann c/o Smith Wiles & Co, 900 Division Street, Nashville, TN Accounts Receivable Spitball Media 2516 NE Ainsworth St., Portland, OR Accounts Receivable Unique Audio Visuals Valley Production Services, LLC Very Good Touring 8718 S. Peoria Avenue, Tulsa, OK Accounts Receivable 939 S. 48th Street, Suite 212, Tempe, AZ Accounts Receivable c/o Boulevard Management, Ventura Blvd., Suite #300, Woodland Hills, CA Accounts Receivable Walden Media 121 East Sunset, Las Vegas, California Accounts Receivable Young Money Touring 2850 Ocean Park Blvd. #300, Santa Monica, California Accounts Receivable 7

91 DEBTOR Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. Full Throttle Films, Inc. VER Technologies, LLC Full Throttle Films Inc., dba Video Equipment Rentals Full Throttle Films Inc., dba Video Equipment Rentals VER Technologies, LLC LITIGATION PARTY 2000 Now Ent LLC dba Technique Audio Visual 2015 Worldwide Tours, Inc. dba GSO Business ADDRESS RECEIVABLES DESCRIPTION 4118 Spider Lily Way, Owings Mills, MD Accounts Receivable c/o GSO Business Management, LLC, Ventura Blvd., Ste 2100, Sherman Oaks, CA Accounts Receivable Audio Image th Avenue, Surrey, British Colombia Accounts Receivable Briere Production Bullrun Huview Productions Local Crew Scott Stander & Associates 2000 Now Ent. LLC dba Technique Audio Visual AMP Audio Visual Lougheed Highway, Burnaby, BC V5A 1W9 Accounts Receivable c/o RAINES FELDMAN LLP, 9720 Wilshire Blvd., 5th Floor, Accounts Receivable Beverly Hills, California Commerce Circle Suite C, Atlanta, Georgia Accounts Receivable c/o Dan Burke, Esq., 5535 Fredericksburg Road, Suite 210, San Accounts Receivable Antonio, Texas Van Nuys Blvd. #401, Sherman Oaks, CA Accounts Receivable , 411 Spider Lily Way, Owings Mills, MD Accounts Receivable , 106 Henderson Drive, Sharon Hill, PA Accounts Receivable Asbury Audio, Inc Industrial Road, Building 1, Farmingdale, NJ Accounts Receivable Axiom Sports Productions , 5826 New Territory Blvd., #109, Sugarland, TX Accounts Receivable 8

92 DEBTOR Full Throttle Films Inc., dba Video Equipment Rentals VER Technologies, LLC VER Technologies, LLC Full Throttle Films Inc., dba Video Equipment Rentals VER Technologies, LLC VER Technologies, LLC VER Technologies, LLC LITIGATION PARTY DSL Sound, Inc Ecto Productions Emergency Production Hologram USA Productions Industrial Strength, Inc Smith, Canaan TLV Productions dba Sky Lighting and Productions RECEIVABLES ADDRESS DESCRIPTION , P.O. Box 2527, Suite 101, Hagerstown, MD Accounts Receivable 820 Supreme Drive, Bensenville, IL Accounts Receivable , 11 Amflex Drive, Unit 2, Cranston, RI Accounts Receivable 338 N. Canon Dr., 3rd Floor, Beverly Hills, CA Accounts Receivable 3450 Morris Street North, St. Petersburg, FL Accounts Receivable c/o Smith Wiles & Co., 900 Division St., Nashville, TN Accounts Receivable 6526 Alcove Ave., North Hollywood, CA Accounts Receivable 9

93 Schedule B(2) Claims, Defenses, Cross-Claims and Counter-Claims Related to Litigation and Potential Litigation LITIGATION DEBTOR VER Technologies HoldCo, LLC VER Technologies, LLC VER Technologies, LLC VER Technologies, LLC Full Throttle Films, LLC LITIGATION PARTY American Express Travel Related Services Company, Inc. 50 Meadowlands Parkway LLC Brian Curtin Brian Curtin Brian Curtin ADDRESS Jaffe & Asher LLP Attn Lawrence M. Nessenson 600 Third Avenue New York, NY Horowitz, Rubino & Patton 400 Plaza Drive PO Box 2038 Secaucus, NJ Lester & Cantrell, LLP 1770 Iowa Ave., Suite 110 Riverside, CA Law Office of Adam C. Thiel 3020 Old Ranch Parkway Suite 300 Seal Beach, CA Lester & Cantrell, LLP 1770 Iowa Ave., Suite 110 Riverside, CA CAPTION OF SUIT, CASE NUMBER, AND JURISDICTION (IF APPLICABLE) American Express Travel Related Services Company, Inc. v. VER Technologies HoldCo, LLC f/k/a Video Equipment Rentals Holdings, LLC 50 Meadowlands Parkway LLC v. VER Equipment Rentals LLC Brian Curtin v. Full Throttle Films, LLC, et al. Case No. BC Superior Court of California, County of Los Angeles, Central District Brian Curtin v. Full Throttle Films, LLC, et al. Case No. BC Superior Court of California, County of Los Angeles, Central District Brian Curtin v. Full Throttle Films, LLC, et al. Case No. BC Superior Court of California, County of Los Angeles, Central District DESCRIPTION AND NATURE OF PROCEEDING Debt Collection Breach of Contract Employment Litigation Employment Litigation Employment Litigation 10

94 LITIGATION DEBTOR LITIGATION PARTY ADDRESS CAPTION OF SUIT, CASE NUMBER, AND JURISDICTION (IF APPLICABLE) DESCRIPTION AND NATURE OF PROCEEDING Full Throttle Films, LLC Brian Curtin Law Office of Adam C. Thiel 3020 Old Ranch Parkway Suite 300 Seal Beach, CA Brian Curtin v. Full Throttle Films, LLC, et al. Case No. BC Superior Court of California, County of Los Angeles, Central District Employment Litigation VER Technologies, LLC D3 LED, LLC Enenstein Pham & Glass Attn: Ned M. Gelhaar 100 N. 18th Street, Suite 300 Philadelphia, PA D3 LED, LLC v. Revolution Display, LLC; Full Throttle Films, LLC; Video Equipment Rentals LLC Case No. 2:18-cv MRW U.S. District Court for the Central District of California Patent Infringement VER Technologies, LLC D3 LED, LLC Antoinette M. Tease, PLLC Attn: Antoinette M. Tease 175 North 27th Street, Suite 902 PO Box Billings, MT D3 LED, LLC v. Revolution Display, LLC; Full Throttle Films, LLC; Video Equipment Rentals LLC Case No. 2:18-cv MRW U.S. District Court for the Central District of California Patent Infringement Full Throttle Films, LLC John Gentile, Angelo Bonomo, and Jan Loving Outten & Golden LLP One Embarcadero Center 38th Floor San Francisco, CA John Gentile, Angelo Bonomo, & Jan Loving v. VER Employment Litigation (collective action) 11

95 LITIGATION DEBTOR LITIGATION PARTY ADDRESS CAPTION OF SUIT, CASE NUMBER, AND JURISDICTION (IF APPLICABLE) DESCRIPTION AND NATURE OF PROCEEDING Full Throttle Films, LLC Joshua Fisher Gabroy Law Offices 170 S. Green Valley Pkwy. Ste. 280 Henderson, NV Joshua Fisher v. VER NERC Charge No L EEOC Charge No. 34B Nevada Equal Rights Commission Nevada Department of Employment, Training and Rehabilitation, E. Sahara Avenue, Suite 314 Las Vegas, NV Employment Litigation (Discrimination) VER Technologies LLC Lionetti Financial Solutions LLC Ronald P. Slates, APC Attn Carl Knapp 500 S Grand Ave, Biltmore Tower Suite 2010 Los Angeles, CA Lionetti Financial Solutions LLC v. VER Technologies LLC et al. Case No. BC Superior Court of California, County of Los Angeles Breach of Contract Full Throttle Films, LLC Nazrudeen Mohammed Robinson Caddy Law Group P.A. 633 South Andrews Suite 101 Ft. Lauderdale, FL Nazrudeen Mohammed v. VER EEOC Charge No: EEOC Miami District Office Wrongful Termination Full Throttle Films, LLC D3 LED, LLC Enenstein Pham & Glass Attn: Ned M. Gelhaar 100 N. 18th Street, Suite 300 Philadelphia, PA D3 LED, LLC v. Revolution Display, LLC; Full Throttle Films, LLC; Video Equipment Rentals LLC Case No. 2:18-cv MRW U.S. District Court for the Central District of California Patent Infringement 12

96 LITIGATION DEBTOR Full Throttle Films, LLC Full Throttle Films, LLC Full Throttle Films, LLC Full Throttle Films, LLC Full Throttle Films, LLC Full Throttle Films, LLC LITIGATION PARTY D3 LED, LLC D3 LED, LLC Galaxia Electronics Co., Ltd. Luxmax, U.S.A. Salif Outtara Leticia and Willy Solis ADDRESS Enenstein Pham & Glass Attn: Teri T. Pham Wilshire Blvd., Suite 600 Los Angeles, CA Antoinette M. Tease, PLLC Attn: Antoinette M. Tease 175 North 27th Street, Suite 902 PO Box Billings, MT Bird, Marella, Boxer, Wolpert, Nessim, Frooks, Lincenberg & Rhow, P.C Century Park East 23rd Floor Los Angeles, CA Polsinelli LLP 2049 Century Park East Suite 2900 Los Angeles, CA A. Ali Yusaf, Esq st Ave South Richmond Hill, NY Law Offices of Brad Mcclelland 4144 N. Central Expressway Suite 600 Dallas, TX CAPTION OF SUIT, CASE NUMBER, AND JURISDICTION (IF APPLICABLE) D3 LED, LLC v. Revolution Display, LLC; Full Throttle Films, LLC; Video Equipment Rentals LLC Case No. 2:18-cv MRW U.S. District Court for the Central District of California D3 LED, LLC v. Revolution Display, LLC; Full Throttle Films, LLC; Video Equipment Rentals LLC Case No. 2:18-cv MRW U.S. District Court for the Central District of California Galaxia Electronics Co., Ltd. v. Luxmax, U.S.A., Full Throttle Films, Inc., et al. Case No. 2:16-cv JAK- GJS; U.S. District Court for the Central District of California Luxmax, U.S.A. v. Full Throttle Films, LLC d/b/a Video Equipment Rentals LLC Case No. 2:17-cv JAK- GJS; U.S. District Court for the Central District of California Outtara vs Rodriguez, Full Throttle Films Case No /10; Bronx, NY Solis Leticia M. and Willy Solis vs Full Throttle Films, Inc. Case No. DC ; Dallas, TX DESCRIPTION AND NATURE OF PROCEEDING Patent Infringement Patent Infringement Breach of Contract Breach of Contract Auto: Passing/Lane Change Auto: Collision 13

97 LITIGATION DEBTOR Revolution Display, LLC Revolution Display, LLC Revolution Display, LLC Revolution Display, LLC LITIGATION PARTY D3 LED, LLC D3 LED, LLC D3 LED, LLC Galaxia Electronics Co., Ltd. ADDRESS Enenstein Pham & Glass Attn: Ned M. Gelhaar 100 N. 18th Street, Suite 300 Philadelphia, PA Enenstein Pham & Glass Attn: Teri T. Pham Wilshire Blvd., Suite 600 Los Angeles, CA Antoinette M. Tease, PLLC Attn: Antoinette M. Tease 175 North 27th Street, Suite 902 PO Box Billings, MT Lee & Ko Hanjin Building 63 Namdaemun-ro, Jung-gu Seoul, Korea CAPTION OF SUIT, CASE NUMBER, AND JURISDICTION (IF APPLICABLE) D3 LED, LLC v. Revolution Display, LLC; Full Throttle Films, LLC; Video Equipment Rentals LLC Case No. 2:18-cv MRW U.S. District Court for the Central District of California D3 LED, LLC v. Revolution Display, LLC; Full Throttle Films, LLC; Video Equipment Rentals LLC Case No. 2:18-cv MRW U.S. District Court for the Central District of California D3 LED, LLC v. Revolution Display, LLC; Full Throttle Films, LLC; Video Equipment Rentals LLC Case No. 2:18-cv MRW U.S. District Court for the Central District of California Invalidity Proceeding re: Korean Design Reg. No Invalidation Trial - Korean Design Reg. No Korean Intellectual Property Office DESCRIPTION AND NATURE OF PROCEEDING Patent Infringement Patent Infringement Patent Infringement Intellectual Property 14

98 LITIGATION DEBTOR Full Throttle Films, LLC Full Throttle Films, LLC Full Throttle Films, LLC LITIGATION PARTY AvalonBay Communities, Inc. Gabriela Alegrett Corapse Sam Cretiaux ADDRESS Kimball, Tirey & St. John LLP Attn: Rachel Chang, Serena Yun and Valerie Sparks 915 Wilshire Blvd., Suite 1650 Los Angeles, CA Bone McAllester Norton PLLC Attn: Raquel L. Bellamy Nashville City Center 511 Union Street, Suite 1600 Nashville, TN Balzac Avocats AARPI Attn: Niolas Barbret 222 rue du Faubourg Saint Honore Paris, France CAPTION OF SUIT, CASE NUMBER, AND JURISDICTION (IF APPLICABLE) AvalonBay Communities, Inc. v. Full Throttle Films, LLC Case No. 18PDUD01379 Superior Court of California, County of Los Angeles, Pasadena / Northeast District, 300 East Walnut Street, Pasadena, CA Gabriela Alegrett Corapse v. Full Throttle Sales, LLC d/b/a VER Sam Cretiaux v. VER Holland BV and Full Throttle Films DESCRIPTION AND NATURE OF PROCEEDING Breach of Contract Employment Litigation (Discrimination) Employment Litigation (Harassment) 15

99 Schedule B(3) Breach of Contract LITIGATION DEBTOR Full Throttle Films, LLC Full Throttle Films, LLC Full Throttle Films, LLC Full Throttle Films, LLC LITIGATION PARTY Adam Faldetta Production Consulting, Inc., a Florida corporation Adam R. Faldetta, an individual Tamara Solomson, an individual Alimar Company Inc., a California corporation ADDRESS Khinda Wilson LP Attn Michael Wilson 611 Wilshire Blvd., Suite 325 Los Angeles, CA Khinda Wilson LP Attn Michael Wilson 611 Wilshire Blvd., Suite 325 Los Angeles, CA Khinda Wilson LP Attn Michael Wilson 611 Wilshire Blvd., Suite 325 Los Angeles, CA Raxter Law, Law Offices of Jeremiah Raxter Attn Jeremiah Raxter Bradley Rd, Suite 145 Menifee, CA CAPTION OF SUIT, CASE NUMBER, AND JURISDICTION (IF APPLICABLE) Video Equipment Rentals, LLC vs. Adam Faldetta Production Consulting, Inc., etc, et al. Case No. EC Los Angeles Superior Court Video Equipment Rentals, LLC vs. Adam Faldetta Production Consulting, Inc., etc, et al. Case No. EC Los Angeles Superior Court Video Equipment Rentals, LLC vs. Adam Faldetta Production Consulting, Inc., etc, et al. Case No. EC Los Angeles Superior Court Full Throttle Films, Inc., a California corporation dba Video Equipment Rental vs. Alimar Company Inc., a California corporation; Mark Smulson, an individual Case No. EC Los Angeles Superior Court DESCRIPTION AND NATURE OF PROCEEDING Breach of Contract Breach of Contract Breach of Contract Breach of Contract 16

100 LITIGATION DEBTOR LITIGATION PARTY ADDRESS CAPTION OF SUIT, CASE NUMBER, AND JURISDICTION (IF APPLICABLE) DESCRIPTION AND NATURE OF PROCEEDING Full Throttle Films, LLC Mark Smulson, an individual Raxter Law, Law Offices of Jeremiah Raxter Attn Jeremiah Raxter Bradley Rd, Suite 145 Menifee, CA Full Throttle Films, Inc., a California corporation dba Video Equipment Rental vs. Alimar Company Inc., a California corporation; Mark Smulson, an individual Case No. EC Los Angeles Superior Court Breach of Contract VER Technologies LLC Dopemusic & Entertainment LLC, a Delaware limited liability company dba Dope Music & Entertainment LLC, and dba Krisrapsbetter Advantage Delaware LLC - Registered Agent 3524 Silverside Road Suite 35B Wilmington, DE Video Equipment Rentals LLC. vs. Dopemusic & Entertainment LLC, a Delaware limited liability company dba Dope Music & Entertainment LLC, and dba Krisrapsbetter; Kristofer Acosta, an individual. Case No. EC Los Angeles Superior Court Breach of Contract VER Technologies LLC VER Technologies LLC Kristofer Acosta, an individual Jason Wagner, individually and dba CMG Enterprises Advantage Delaware LLC - Registered Agent 3524 Silverside Road Suite 35B Wilmington, DE Bridge Meadow Cv Memphis TN Video Equipment Rentals LLC. vs. Dopemusic & Entertainment LLC, a Delaware limited liability company dba Dope Music & Entertainment LLC, and dba Krisrapsbetter; Kristofer Acosta, an individual. Case No. EC Los Angeles Superior Court Video Equipment Rentals LLC, a Delaware limited liability company vs. Jason Wagner, individually and dba CMG Enterprises Case No. EC Los Angeles Superior Court Breach of Contract Breach of Contract 17

101 LITIGATION DEBTOR VER Technologies LLC VER Technologies LLC VER Technologies LLC LITIGATION PARTY Indigo Designs LLC, an Oregon limited liability company Steven H. Harper, an individual NTL Technology Leasing Services, LLC, a Virginia limited liability company, dba NTL Technology Leasing INC., and National Technology Rentals ADDRESS 622 SW 9th Avenue Apt. D, Portland, OR Redacted Fowlers Mill Circle Auburn, VA CAPTION OF SUIT, CASE NUMBER, AND JURISDICTION (IF APPLICABLE) Video Equipment Rentals LLC, a Delaware limited liability company vs. INDIGO DESIGNS LLC, an Oregon limited liability company; Steven H. Harper, an individual Case No. 16K02072 Los Angeles Superior Court Video Equipment Rentals LLC, a Delaware limited liability company vs. INDIGO DESIGNS LLC, an Oregon limited liability company; Steven H. Harper, an individual Case No. 16K02072 Los Angeles Superior Court Video Equipment Rentals LLC, a Delaware limited liability company vs. NTL Technology Leasing Services, LLC, a Virginia limited liability company, dba NTL Technology Leasing INC., and National Technology Rentals; Larry Gazdick, an individual Case No. EC Los Angeles Superior Court DESCRIPTION AND NATURE OF PROCEEDING Breach of Contract Breach of Contract Breach of Contract 18

102 LITIGATION DEBTOR LITIGATION PARTY ADDRESS CAPTION OF SUIT, CASE NUMBER, AND JURISDICTION (IF APPLICABLE) DESCRIPTION AND NATURE OF PROCEEDING VER Technologies LLC Larry Gazdick, an individual Redacted Video Equipment Rentals LLC, a Delaware limited liability company vs. NTL Technology Leasing Services, LLC, a Virginia limited liability company, dba NTL Technology Leasing INC., and National Technology Rentals; Larry Gazdick, an individual Case No. EC Los Angeles Superior Court Breach of Contract VER Technologies LLC Production Associates, LLC, a Nevada limited liability company 508 Iris Street, Redlands, California Video Equipment Rentals LLC, a Delaware limited liability company; vs. Production Associates, LLC, a Nevada limited liability company; Michael Thuney, an individual Case No. EC Los Angeles Superior Court Breach of Contract VER Technologies LLC Michael Thuney, an individual Redacted Video Equipment Rentals LLC, a Delaware limited liability company; vs. Production Associates, LLC, a Nevada limited liability company; Michael Thuney, an individual Case No. EC Los Angeles Superior Court Breach of Contract 19

103 LITIGATION DEBTOR LITIGATION PARTY ADDRESS CAPTION OF SUIT, CASE NUMBER, AND JURISDICTION (IF APPLICABLE) DESCRIPTION AND NATURE OF PROCEEDING VER Technologies LLC Production People M. Denise Dodson, LLC 170 Mitchell Street Atlanta, GA Video Equipment Rentals LLC, a Delaware limited liability company; vs. Andrew McDonald, an individual; Adam Smith, an individual Case No. EC Los Angeles Superior Court Breach of Contract VER Technologies LLC Andrew McDonald, an individual Redacted Video Equipment Rentals LLC, a Delaware limited liability company; vs. Andrew McDonald, an individual; Adam Smith, an individual Case No. EC Los Angeles Superior Court Breach of Contract VER Technologies LLC Adam Smith, an individual Redacted Video Equipment Rentals LLC, a Delaware limited liability company; vs. Andrew McDonald, an individual; Adam Smith, an individual Case No. EC Los Angeles Superior Court Breach of Contract VER Technologies LLC Spitball Media, L.L.C., an Oregon limited liability company 2516 NE Ainsworth St., Portland, OR Video Equipment Rentals LLC, a Delaware limited liability company; vs. Spitball Media, L.L.C., an Oregon limited liability company; Joe Lesher, an individual Case No. 16K04293 Los Angeles Superior Court Breach of Contract 20

104 LITIGATION DEBTOR VER Technologies LLC Full Throttle Films, LLC Full Throttle Films, LLC Full Throttle Films, LLC LITIGATION PARTY Joe Lesher, an individual Unique Audio Visual Technology, INC., an Oklahoma corporation Keith Carroll, an individual Walden Media Production, INC., a Nevada corporation ADDRESS Redacted 8718 S. Peoria Avenue, Tulsa, OK Redacted 121 East Sunset, Las Vegas, California CAPTION OF SUIT, CASE NUMBER, AND JURISDICTION (IF APPLICABLE) Video Equipment Rentals LLC, a Delaware limited liability company; vs. Spitball Media, L.L.C., an Oregon limited liability company; Joe Lesher, an individual Case No. 16K04293 Los Angeles Superior Court Full Throttle Films, INC., a California corporation dba Video Equipment Rental vs. Unique Audio Visual Technology, INC., an Oklahoma corporation; Keith Carroll, an individual; Case No. EC Los Angeles Superior Court Full Throttle Films, INC., a California corporation dba Video Equipment Rental vs. Unique Audio Visual Technology, INC., an Oklahoma corporation; Keith Carroll, an individual; Case No. EC Los Angeles Superior Court Full Throttle Films, INC., a California corporation dba Video Equipment Rental vs. Walden Media Production, INC., a Nevada corporation; Joseph Walden, an individual Case No. EC Los Angeles Superior Court DESCRIPTION AND NATURE OF PROCEEDING Breach of Contract Breach of Contract Breach of Contract Breach of Contract 21

105 LITIGATION DEBTOR Full Throttle Films, LLC VER Technologies LLC Full Throttle Films, LLC Full Throttle Films, LLC LITIGATION PARTY Joseph Walden, an individual Young Money Touring, INC., a Florida corporation Audio Image Productions Canada, INC., a corporation Peter Young, an individual ADDRESS Redacted Sweeney, Johnson & Sweeney Attn: Ron Sweeney 222 Riverside Dr, Pth A New York, NY th Avenue, Surrey, British Colombia Redacted CAPTION OF SUIT, CASE NUMBER, AND JURISDICTION (IF APPLICABLE) Full Throttle Films, INC., a California corporation dba Video Equipment Rental vs. Walden Media Production, INC., a Nevada corporation; Joseph Walden, an individual Case No. EC Los Angeles Superior Court Video Equipment Rentals LLC, a Delaware limited liability company; vs. Young Money Touring, INC., a Florida corporation Case No. EC Los Angeles Superior Court Full Throttle Films, INC., a California corporation dba Video Equipment Rental vs. Audio Image Productions Canada, INC., a corporation; Peter Young, an individual; Vicki Smart, an individual Case No. EC Full Throttle Films, INC., a California corporation dba Video Equipment Rental vs. Audio Image Productions Canada, INC., a corporation; Peter Young, an individual; Vicki Smart, an individual Case No. EC DESCRIPTION AND NATURE OF PROCEEDING Breach of Contract Breach of Contract Breach of Contract Breach of Contract 22

106 LITIGATION DEBTOR Full Throttle Films, LLC Full Throttle Films, LLC Full Throttle Films, LLC Full Throttle Films, LLC LITIGATION PARTY Vicki Smart, an individual Briere Production Group Inc. Chris Briere, an individual Bullrun L.L.C., a California limited liability company ADDRESS Redacted Lougheed Highway, Burnaby, BC V5A 1W9 Redacted c/o RAINES FELDMAN LLP, 9720 Wilshire Blvd., 5th Floor, Beverly Hills, California CAPTION OF SUIT, CASE NUMBER, AND JURISDICTION (IF APPLICABLE) Full Throttle Films, INC., a California corporation dba Video Equipment Rental vs. Audio Image Productions Canada, INC., a corporation; Peter Young, an individual; Vicki Smart, an individual Case No. EC Full Throttle Films, INC., a California corporation dba Video Equipment Rentals vs. Briere Production Group Inc.; Chris Briere Case No. 14K13521 Los Angeles Superior Court Full Throttle Films, INC., a California corporation dba Video Equipment Rentals vs. Briere Production Group Inc.; Chris Briere Case No. 14K13521 Los Angeles Superior Court Full Throttle Films, INC., a California corporation dba Video Equipment Rental vs. Bullrun L.L.C., a California limited liability company; Andrew Duncan, an individual Case No. EC Los Angeles Superior Court DESCRIPTION AND NATURE OF PROCEEDING Breach of Contract Breach of Contract Breach of Contract Breach of Contract 23

107 LITIGATION DEBTOR Full Throttle Films, LLC Full Throttle Films, LLC Full Throttle Films, LLC Full Throttle Films, LLC LITIGATION PARTY Andrew Duncan, an individual Local Crew, INC., a corporation dba Total Media Solutions Shirley Zamarripa, an individual Scott Stander & Associates, INC., a California corporation ADDRESS Redacted c/o Dan Burke, Esq., 5535 Fredericksburg Road, Suite 210, San Antonio, Texas Redacted 4533 Van Nuys Blvd. #401, Sherman Oaks, CA CAPTION OF SUIT, CASE NUMBER, AND JURISDICTION (IF APPLICABLE) Full Throttle Films, INC., a California corporation dba Video Equipment Rental vs. Bullrun L.L.C., a California limited liability company; Andrew Duncan, an individual Case No. EC Los Angeles Superior Court Full Throttle Films, INC., a California corporation dba Video Equipment Rental vs. Local Crew, INC., a corporation dba Total Media Solutions; Shirley Zamarripa, an individual Case No. EC Los Angeles Superior Court Full Throttle Films, INC., a California corporation dba Video Equipment Rental vs. Local Crew, INC., a corporation dba Total Media Solutions; Shirley Zamarripa, an individual Case No. EC Los Angeles Superior Court Full Throttle Films, INC., a California corporation dba Video Equipment Rental vs. Scott Stander & Associates, INC., a California corporation; Scott Stander, an individual Case No. EC Los Angeles Superior Court DESCRIPTION AND NATURE OF PROCEEDING Breach of Contract Breach of Contract Breach of Contract Breach of Contract 24

108 LITIGATION DEBTOR Full Throttle Films, LLC VER Technologies LLC LITIGATION PARTY Scott Stander, an individual Business Media Group, INC., an Indiana corporation, fka BMG Event Productions ADDRESS Redacted 2605 Manigualt Street, Carmel, Indiana CAPTION OF SUIT, CASE NUMBER, AND JURISDICTION (IF APPLICABLE) Full Throttle Films, INC., a California corporation dba Video Equipment Rental vs. Scott Stander & Associates, INC., a California corporation; Scott Stander, an individual Case No. EC Los Angeles Superior Court Video Equipment Rentals LLC, a Delaware limited liability company vs. Business Media Group, INC., an Indiana corporation, fka BMG Event Productions Case No. EC Los Angeles Superior Court DESCRIPTION AND NATURE OF PROCEEDING Breach of Contract Breach of Contract Full Throttle Films, LLC Ulic Longford, an individual Redacted Full Throttle Films, INC., a California corporation dba Video Equipment Rental vs. RPR Sport Promotions LTD., a Nevada corporation aka R.P.R. Sports Promotions, LTD; Ulic Longford, an individual; Robert Real, an individual; Case No. EC Los Angeles Superior Court Breach of Contract 25

109 LITIGATION DEBTOR Full Throttle Films, LLC LITIGATION PARTY Robert Real, an individual ADDRESS Redacted CAPTION OF SUIT, CASE NUMBER, AND JURISDICTION (IF APPLICABLE) Full Throttle Films, INC., a California corporation dba Video Equipment Rental vs. RPR Sport Promotions LTD., a Nevada corporation aka R.P.R. Sports Promotions, LTD; Ulic Longford, an individual; Robert Real, an individual; Case No. EC Los Angeles Superior Court DESCRIPTION AND NATURE OF PROCEEDING Breach of Contract 26

110 EXHIBIT C Assumed Executory Contract/Unexpired Lease List

111 Exhibit C 1: Schedule of Assumed Unexpired Leases Row ID VER Contract ID Debtor Entity Counterparty Full Throttle Films, LLC Ontario Limited Description of Assumed Contracts or Leases Facility Address Cure Cost Assignee, if any Lease (5925 Tomken Road) dated 5925 Tomken Road, Mississauga, ON, $1, /22/2013 Canada Assumed as Amended Full Throttle Films, LLC Ontario Limited Full Throttle Films, LLC Ontario Limited Lease Amending and Extension Agreement (5925 Tomken Road) dated 9/16/2016 Lease Amending and Extension Agreement (5925 Tomken Road) dated 9/29/ VER Technologies LLC 2301 DeFoor Hills, LLC Lease Agreement (2301 Defoor Hills Road) dated 11/12/ VER Technologies LLC A&M Pierce Property, LLC, a California Liability Company Full Throttle Films, LLC Alecta Pensionsforsakring Omsesedigt Full Throttle Films, LLC Amacon Property Management Services Inc Full Throttle Films, LLC AvalonBay Communities, Inc. Standard Industrial/Commercial Single Tenant Lease Net (12950 Pierce Street) dated 6/1/2014 Huurovereenkomst Kantoorruimte (Office Space Rental Agreement) (Radarweg 1, Amsterdam) dated Demand Letter (6741 Cariboo Road) dated 11/19/2012 Apartment Lease Agreement #206 dated 10/27/ Tomken Road, Mississauga, ON, Canada 5925 Tomken Road, Mississauga, ON, Canada 2301 A Defoor Hills Road NW, Atlanta, GA $1, $1, $19, YES Subject to Lease Amendment (see Footnote 1) Pierce Street, Pacoima, CA $5, YES Subject to Lease Amendment (see Footnote 1) Radarweg 1, Amsterdam, Netherlands $ Cariboo Road, Building D, Burnaby, BC, Canada 1137 N. Central Ave #206, Glendale, CA $0.00 $ Full Throttle Films, LLC BDC Parliament Place LLC Full Throttle Films, LLC BDC Parliament Place LLC Full Throttle Films, LLC BDC Parliament Place LLC Full Throttle Films, LLC BDC Parliament Place LLC Full Throttle Films, LLC BDC Parliament Place LLC Full Throttle Films, LLC BDC Parliament Place LLC Commerical Lease (4390 Parliament Place) dated 9/22/2005 Commerical Lease (4390 Parliament Place) dated 9/22/2005 Fifth Lease Amendment to Commercial Lease (4390 Parliament Place) dated 5/1/2014 First Lease Amendment to Commercial Lease (4390 Parliament Place) dated 9/12/2007 Fourth Lease Amendment to Commercial Lease (4390 Parliament Place) dated 5/1/2013 Second Lease Amendment to Commercial Lease (4390 Parliament Place) dated 11/1/ Parliament Place, Lanham, MD $22, YES Subject to Lease Amendment (see Footnote 1) 4390 Parliament Place, Lanham, MD $22, YES Subject to Lease Amendment (see Footnote 1) 4390 Parliament Place, Lanham, MD $22, YES Subject to Lease Amendment (see Footnote 1) 4390 Parliament Place, Lanham, MD $22, YES Subject to Lease Amendment (see Footnote 1) 4390 Parliament Place, Lanham, MD $22, YES Subject to Lease Amendment (see Footnote 1) 4390 Parliament Place, Lanham, MD $22, YES Subject to Lease Amendment (see Footnote 1) Page 1 of 5

112 Exhibit C 1: Schedule of Assumed Unexpired Leases Row ID VER Contract ID Debtor Entity Counterparty VER Technologies LLC BDC Parliament Place LLC Full Throttle Films, LLC BDC Parliament Place LLC Full Throttle Films, LLC BDC Parliament Place LLC Full Throttle Films, LLC BDC Parliament Place LLC Description of Assumed Contracts or Leases Facility Address Cure Cost Assignee, if any Assumed as Amended Sixth Lease Amendment to 4390 Parliament Place, Lanham, MD $22, YES Subject to Lease Commercial Lease (4390 Parliament Amendment Place) dated 5/1/2015 (see Footnote 1) Sixth Lease Amendment to Commercial Lease (4390 Parliament Place) dated 5/1/2015 Sixth Lease Amendment to Commercial Lease (4390 Parliament Place) dated 5/1/2017 Third Lease Amendment to Commercial Lease (4390 Parliament Place) dated 11/1/ VER Technologies LLC Bridge McCook II, LLC Industrial Building Lease (8401 W 47th Street) dated 2/4/ VER Technologies LLC Bridge McCook II, LLC Subordinatio, Non Distrubance and Attornment Agreement (8401 W 47th Street) dated 2/4/ VER Technologies LLC Bridge Point 94, LLC Form of Guaranty (8401 W 47th Street) dated 2/4/ Full Throttle Films, LLC Cariboo Business Park Lease Renewal (6741 Cariboo Road) dated 2/24/ Parliament Place, Lanham, MD $22, YES Subject to Lease Amendment (see Footnote 1) 4390 Parliament Place, Lanham, MD $22, YES Subject to Lease Amendment (see Footnote 1) 4390 Parliament Place, Lanham, MD $22, YES Subject to Lease Amendment (see Footnote 1) 8401 W. 47th St., McCook, IL $11, YES Subject to Lease Amendment (see Footnote 1) 8401 W. 47th St., McCook, IL $11, YES Subject to Lease Amendment (see Footnote 1) 8401 W. 47th St., McCook, IL $0.00 YES Subject to Lease Amendment (see Footnote 1) 6741 Cariboo Road, Building D, Burnaby, BC, Canada $2, Full Throttle Films, LLC Cariboo Business Park Ltd Lease Renewal (6741 Cariboo Road) dated 2/24/ Cariboo Road, Building D, Burnaby, BC, Canada $2, Full Throttle Films, LLC Cariboo Business Park Ltd Surrender Agreement (6741 Cariboo Road) dated 10/22/ Cariboo Road, Building D, Burnaby, BC, Canada $2, Full Throttle Films, LLC Cariboo Business Park Ltd Warehouse Lease (6741 Cariboo Road) dated 3/27/ Cariboo Road, Building D, Burnaby, BC, Canada $2, Full Throttle Films, LLC Cariboo Business Park Ltd. Lease Renewal (6741 Cariboo Road) dated 7/4/ Cariboo Road, Building D, Burnaby, BC, Canada $2, Full Throttle Films, LLC Cariboo Management Inc. Lease Modification Agreement (6741 Cariboo Road) dated 11/22/ Cariboo Road, Building D, Burnaby, BC, Canada $2, Full Throttle Films, LLC Cariboo Management Inc. Lease Renewal (6741 Cariboo Road) dated 7/4/ Cariboo Road, Building D, Burnaby, BC, Canada $2, Page 2 of 5

113 Exhibit C 1: Schedule of Assumed Unexpired Leases Row ID VER Contract ID Debtor Entity Counterparty Full Throttle Films, LLC Cariboo Management Inc. Description of Assumed Contracts or Leases Facility Address Cure Cost Assignee, if any Warehouse Lease (6741 Cariboo Road) 6741 Cariboo Road, Building D, $2, dated 9/24/2012 Burnaby, BC, Canada Assumed as Amended VER Technologies LLC Digitalsound Production Services, Inc., a California Corporation Standard Industrial/Commercial Single Tenant Lease Net (12950 Pierce Street) dated 6/1/ Pierce Street, Pacoima, CA $0.00 YES Subject to Lease Amendment (see Footnote 1) VER Technologies LLC FAAST Leasing Arizona, LLC VER Technologies LLC FAAST Leasing Florida, LLC VER Technologies LLC FAAST Leasing Georgia, LLC VER Technologies LLC FAAST Leasing Louisiana, LLC VER Technologies LLC FAAST Leasing San Francisco, LLC Lease (4625 S. 32nd Street) dated 12/11/ S. 32nd Street, Phoenix, AZ $1, Lease (1611 Cypress Lake Drive) dated 1611 Cypress Lake Drive, Orlando, FL $9, YES 12/11/2014 Lease (2105 Nancy Hanks Drive) dated 2105 Nancy Hanks Drive, Norcross, GA $2, YES 12/11/2014 Lease (3000 Lausat Street) dated 3000 Lausat Street, Metairie, LA $2, YES 12/11/2014 Amendment to Lease (410 East Grand 410 E. Grand Avenue, San Francisco, $3, YES Avenue) dated 7/22/2016 CA VER Technologies LLC FAAST Leasing San Francisco, LLC Lease (410 East Grand Avenue) dated 12/11/ E. Grand Avenue, San Francisco, CA $3, YES VER Technologies LLC FAAST Leasing Tennessee, LLC Lease (12630 Old Hickory Boulevard) dated 12/11/ Old Hickory Boulevard, Antioch, TN $12, VER Technologies LLC FAAST Leasing Texas, LLC Lease (1775 Hurd Drive) dated 12/11/ Hurd Drive, Irving, TX $10, YES VER Technologies LLC Frank T. Brown, Trustee of the Frank T. Brown Survivors Trust Full Throttle Films, LLC Gateway Olympia, Inc. Eighth Amendment to Lease (12604 and Interurban Avenue South) dated 1/30/2014 Standard Industrial/Commercial Single Markon Drive, City of Garden Tenant Lease Net (11551 Markon Grove, CA Drive) dated 12/7/ Full Throttle Films, LLC Gateway Olympia, Inc. Fifth Amendment to Lease (12604 and Interurban Avenue South) dated 4/20/ Full Throttle Films, LLC Gateway Olympia, Inc. First Amendment to Lease (12604 and Interurban Avenue South) dated 2/2/ Full Throttle Films, LLC Gateway Olympia, Inc. Fourth Amendment to Lease (12604 and Interurban Avenue South) dated 1/26/ and Interurban Avenue South, Tukwila, WA and Interurban Avenue South, Tukwila, WA and Interurban Avenue South, Tukwila, WA and Interurban Avenue South, Tukwila, WA $4, YES Subject to Lease Amendment (see Footnote 1) $0.00 $0.00 $0.00 $0.00 Page 3 of 5

114 Exhibit C 1: Schedule of Assumed Unexpired Leases Row ID VER Contract ID Debtor Entity Counterparty Description of Assumed Contracts or Leases Facility Address Cure Cost Assignee, if any Full Throttle Films, LLC Gateway Olympia, Inc. Multi Tenant Industrial Net Lease and Interurban Avenue $0.00 (12604 and Interurban Avenue South, Tukwila, WA South) dated 4/23/ Full Throttle Films, LLC Gateway Olympia, Inc. Ninth Amendment to Lease (12604 and Interurban Avenue South) dated 11/2/ Full Throttle Films, LLC Gateway Olympia, Inc. Second Amendment to Lease (12604 and Interurban Avenue South) dated 3/23/ Full Throttle Films, LLC Gateway Olympia, Inc. Seventh Amendment to Lease (12604 and Interurban Avenue South) dated 8/29/ Full Throttle Films, LLC Gateway Olympia, Inc. Sixth Amendment to Lease (12604 and Interurban Avenue South) dated 1/31/ Full Throttle Films, LLC Gateway Olympia, Inc. Third Amendment to Lease (12604 and Interurban Avenue South) dated 1/10/ VER Technologies LLC NM Majestic Holdings, LLC VER Technologies LLC Revv Property, LLC Amendment to Lease (5426 San Fernando Road) and Interurban Avenue South, Tukwila, WA and Interurban Avenue South, Tukwila, WA and Interurban Avenue South, Tukwila, WA and Interurban Avenue South, Tukwila, WA and Interurban Avenue South, Tukwila, WA Standard Industrial Real Estate Lease 5845 Wynn Road and 4155 W. Russell (5845 Wynn Road and 4155 W. Russell Road, Las Vegas, NV Road) dated 3/13/ San Fernando Road, Glendale, CA $0.00 $0.00 $0.00 $0.00 $0.00 Assumed as Amended $20, YES Subject to Lease Amendment (see Footnote 1) $47, YES VER Technologies LLC Revv Property, LLC Lease (5426 San Fernando Road) dated 12/11/ San Fernando Road, Glendale, CA $47, YES Full Throttle Films, LLC Robyn T. Conlon Lease Agreement (5000 "D" Dahlia Street) Full Throttle Films, LLC RREEF CPIF Olympia Properties, LLC Tenth Amendment to Lease (12604 and Interurban Avenue South) dated 5/1/ VER Technologies LLC Ruberta Property, LLC Amendment to Lease (610 Vine St) dated 12/11/ "D" Dahlia Street, Denver, CO $1, YES Subject to Lease Amendment (see Footnote 1) and Interurban Avenue South, Tukwila, WA $ Vine Street, Glendale, CA $6, YES VER Technologies LLC Ruberta Property, LLC Lease (4844 and 4860 San Fernando Road) dated 12/11/ and 4860 San Fernando Road, Glendale, CA $17, YES VER Technologies LLC Ruberta Property, LLC Lease (610 Vine St) dated 12/11/ Vine Street, Glendale, CA $6, YES Page 4 of 5

115 Exhibit C 1: Schedule of Assumed Unexpired Leases Row ID VER Contract ID Debtor Entity Counterparty VER Technologies LLC Russel Road Partners Standard Industrial Real Estate Lease (5845 Wynn Road and 4155 W. Russell Road) dated 3/13/2015 Description of Assumed Contracts or Leases Facility Address Cure Cost Assignee, if any 5845 Wynn Road and 4155 W. Russell Road, Las Vegas, NV VER Technologies LLC Russel Road Partners Standard Industrial Real Estate Lease 5845 Wynn Road and 4155 W. Russell (5845 Wynn Road and 4155 W. Russell Road, Las Vegas, NV Road) dated 3/13/ VER Technologies LLC The Bloom Organization of South Jersey, LLC Lease Signature Page (75A Twinbridge Drive) dated 3/29/ A Twinbridge Drive, Pennsauken, NJ $1, Assumed as Amended $0.00 YES Subject to Lease Amendment (see Footnote 1) $0.00 YES Subject to Lease Amendment (see Footnote 1) VER Technologies LLC The Privatebank and Trust Company Subordination, Non Distrubance and Attornment Agreement (8401 W 47th Street) dated 2/4/ W. 47th St., McCook, IL $0.00 YES Subject to Lease Amendment (see Footnote 1) Footnote: (1) The amendment(s) are under negotiation and will only be assumed upon execution thereof. Page 5 of 5

116 Exhibit C 2: Schedule of Assumed Executory Contracts Row ID VER Contract ID Debtor Entity Counterparty VER Technologies LLC ACE American Insurance Co. (Chubb) Description of Assumed Contracts or Leases Cure Cost Assignee, if any Insurance Policy re: D&O Excess $0.00 Difference in Conditions Assumed as Amended Full Throttle Films, LLC Aetna Life Insurance Company Full Throttle Films, LLC Aetna Life Insurance Company Policy re WorldTraveler Business Travel Medical Plan ( ) Policy re PPO Medical and Pharmacy Plan (499633) $0.00 $ Full Throttle Films, LLC Aetna Life Insurance Company Policy re PPO Dental Plan (499633) $ Full Throttle Films, LLC Aetna Life Insurance Company Policy re Life Insurance and Accidental Death and Personal Loss (499633) $ Full Throttle Films, LLC Aetna Life Insurance Company Policy re Basic Vision Plan (499633) $ VER Technologies LLC AIG Insurance Policy re: Stock Throughput $ VER Technologies LLC American Home Assurance Co Insurance Policy re: Property $ Full Throttle Films, LLC APEXCONNECT, LLC SOFTWARE LICENSE AND SERVICES AGREEMENT dated 4/28/ VER Technologies LLC ARI Fleet LT Lease and Fleet Management Services Agreement dated 6/22/ VER Technologies LLC Automotive Rentals, Inc. Lease and Fleet Management Services Agreement dated 6/22/ VER Technologies LLC Bank Direct Capital Finance Commerical Insurance Premium Finance and Security Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) $55, $55, $0.00 Page 1 of 14

117 Exhibit C 2: Schedule of Assumed Executory Contracts Row ID VER Contract ID Debtor Entity Counterparty VER Technologies HoldCo LLC Catterton Management Company L.L.C VER Technologies MidCo LLC Catterton Management Company L.L.C VER Technologies LLC Catterton Management Company L.L.C Full Throttle Films, LLC Catterton Management Company L.L.C FAAST Leasing California, LLC Catterton Management Company L.L.C Revolution Display, LLC Catterton Management Company L.L.C VER Finco, LLC Catterton Management Company L.L.C CPV Europe Investments LLC Catterton Management Company L.L.C Maxwell Bay Holdings LLC Catterton Management Company L.L.C VER Technologies HoldCo LLC Catterton Partners VII Offshore, L.P VER Technologies MidCo LLC Catterton Partners VII Offshore, L.P VER Technologies LLC Catterton Partners VII Offshore, L.P. Description of Assumed Contracts or Leases Cure Cost Assignee, if any Assumed as Amended Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Page 2 of 14

118 Exhibit C 2: Schedule of Assumed Executory Contracts Row ID VER Contract ID Debtor Entity Counterparty Full Throttle Films, LLC Catterton Partners VII Offshore, L.P FAAST Leasing California, LLC Catterton Partners VII Offshore, L.P Revolution Display, LLC Catterton Partners VII Offshore, L.P VER Finco, LLC Catterton Partners VII Offshore, L.P CPV Europe Investments LLC Catterton Partners VII Offshore, L.P Maxwell Bay Holdings LLC Catterton Partners VII Offshore, L.P VER Technologies HoldCo LLC Catterton Partners VII Special Purpose, L.P VER Technologies MidCo LLC Catterton Partners VII Special Purpose, L.P VER Technologies LLC Catterton Partners VII Special Purpose, L.P Full Throttle Films, LLC Catterton Partners VII Special Purpose, L.P FAAST Leasing California, LLC Catterton Partners VII Special Purpose, L.P Revolution Display, LLC Catterton Partners VII Special Purpose, L.P. Description of Assumed Contracts or Leases Cure Cost Assignee, if any Assumed as Amended Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Page 3 of 14

119 Exhibit C 2: Schedule of Assumed Executory Contracts Row ID VER Contract ID Debtor Entity Counterparty VER Finco, LLC Catterton Partners VII Special Purpose, L.P CPV Europe Investments LLC Catterton Partners VII Special Purpose, L.P Maxwell Bay Holdings LLC Catterton Partners VII Special Purpose, L.P. Description of Assumed Contracts or Leases Cure Cost Assignee, if any Assumed as Amended Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) VER Technologies HoldCo LLC Catterton Partners VII, L.P. Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) VER Technologies MidCo LLC Catterton Partners VII, L.P. Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) VER Technologies LLC Catterton Partners VII, L.P. Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Full Throttle Films, LLC Catterton Partners VII, L.P. Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) FAAST Leasing California, LLC Catterton Partners VII, L.P. Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Revolution Display, LLC Catterton Partners VII, L.P. Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) VER Finco, LLC Catterton Partners VII, L.P. Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) CPV Europe Investments LLC Catterton Partners VII, L.P. Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Maxwell Bay Holdings LLC Catterton Partners VII, L.P. Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Page 4 of 14

120 Exhibit C 2: Schedule of Assumed Executory Contracts Row ID VER Contract ID Debtor Entity Counterparty VER Technologies LLC Charter Oak Fire Insurance Co. (Travelers) Description of Assumed Contracts or Leases Cure Cost Assignee, if any Insurance Policy re: Workers' $0.00 Compensation (AZ, FL, MA) Assumed as Amended Full Throttle Films, LLC Christopher Rigby (Seller) Share Purchase Agreement dated 9/14/ Full Throttle Films, LLC Cigna Health and Life Insurance Company Policy re Open Access plus Medical Benefits $0.00 YES Subject to Lease Amendment (see Footnote 1) $3, Full Throttle Films, LLC Cigna Health and Life Insurance Company Policy re Health Savings Account $3, VER Technologies LLC CPV Europe Investments LLC Limited Liability dated 1/23/2015 $ Maxwell Bay Holdings LLC CPV Europe Investments LLC Limited Liability Company Agreement dated 8/9/2016 $ Full Throttle Films, LLC Exadel, Inc. Work Order # dated 1/4/2017 $ Full Throttle Films, LLC FAAST Equipment Leasing Limited Share Purchase and Transfer Agreement dated 8/19/2016 $ Full Throttle Films, LLC Fidelity Management Trust Company Fidelity Investments Retirement Plan Service Agreement (Recordkeeping Services Provider) $ Full Throttle Films, LLC FRESHDESK, INC. Service Order Form dated 8/23/2016 $ Revolution Display, LLC Full Throttle Films, LLC Assignment of U.S. Trademark 86/ dated 4/19/ Revolution Display, LLC Full Throttle Films, LLC Assignment of Canadian Trademark Application No dated 6/30/2017 $0.00 $0.00 Page 5 of 14

121 Exhibit C 2: Schedule of Assumed Executory Contracts Row ID VER Contract ID Debtor Entity Counterparty Description of Assumed Contracts or Leases Cure Cost Assignee, if any Assumed as Amended Full Throttle Films, LLC Gurdip Mahal (Seller) Share Purchase Agreement dated 9/14/2015 $0.00 YES Subject to Lease Amendment (see Footnote 1) VER Technologies LLC Indian Harbor Insurance Co. Insurance Policy re: Cyber & $0.00 (XL Catlin) Technology Liability Full Throttle Films, LLC LASSO, LLC Order Form dated 7/1/2017 $ Full Throttle Films, LLC LASSO, LLC Order Form dated 7/1/2017 $ Full Throttle Films, LLC Life Insurance Company of North America Full Throttle Films, LLC Life Insurance Company of North America Full Throttle Films, LLC Life Insurance Company of North America Full Throttle Films, LLC Life Insurance Company of North America Insurance Policy re: Life Insurance (FLX ) Insurance Policy re: Group Accident Policy (OK ) Insurance Policy re: Disability Insurance (FLK ) Insurance Policy re: Disability Insurance $0.00 $0.00 $0.00 $ Full Throttle Films, LLC Lockton Investment Advisors, LLC Discretionary Investment Management Program and Advisory Services Agreement Full Throttle Films, LLC MailFinance, Inc. Product Lease Agreement dated 12/6/2016 $ $ Full Throttle Films, LLC Meritus Intelytics Private Limited Master Services Agreement dated 1/1/2016 $ Full Throttle Films, LLC Microsoft Corporation Microsoft Products and Services Agreement dated 11/23/2016 $57, Page 6 of 14

122 Exhibit C 2: Schedule of Assumed Executory Contracts Row ID VER Contract ID Debtor Entity Counterparty VER Technologies LLC Mt. Hawley Insurance Company Description of Assumed Contracts or Leases Cure Cost Assignee, if any Insurance Policy re: Difference in $0.00 Conditions California Earthquake Assumed as Amended VER Technologies LLC National Union Fire Insurance Company of Pittsburgh VER Technologies LLC National Union Fire Insurance Company of Pittsburgh (AIG) VER Technologies LLC National Union Fire Insurance Company of Pittsburgh (AIG) Insurance Policy re: Umbrella $0.00 Insurance Policy re: Management Liability Insurance Policy re: Business Travel Accident Insurance Full Throttle Films, LLC NetSuite Inc. NetSuite Subscription Services Agreement dated 3/13/2015 $0.00 $0.00 $0.00 YES Subject to Lease Amendment (see Footnote 1) Full Throttle Films, LLC NetSuite Inc. NetSuite Subscription Services $0.00 YES Subject to Lease Amendment (see Footnote 1) Full Throttle Films, LLC Nicholas Edwards (Seller) Share Purchase Agreement dated 9/14/ Full Throttle Films, LLC Pacetech, Inc. Equipment Sublease Agreement (3D Cameron Package) dated 10/1/2014 $0.00 YES Subject to Lease Amendment (see Footnote 1) $ Full Throttle Films, LLC Pacetech, Inc. Equipment Sublease Agreement (3D Cameron Package) dated 10/1/2014 $ Full Throttle Films, LLC Pacetech, Inc. Equipment Lease dated 10/1/2014 $ Full Throttle Films, LLC Pacetech, Inc. Equipment Lease (Pacetech 3D Rigs) dated 10/1/ Revolution Display, LLC Pacetech, Inc. Agreement to Amend Employment Agreement and Equipment Lease Agreement dated 1/31/2018 $0.00 $0.00 Page 7 of 14

123 Exhibit C 2: Schedule of Assumed Executory Contracts Row ID VER Contract ID Debtor Entity Counterparty Description of Assumed Contracts or Leases Cure Cost Assignee, if any Full Throttle Films, LLC Pacetech, Inc. Agreement to Amend Employment $0.00 Agreement and Equipment Lease Agreement dated 1/31/ VER Technologies LLC Pacetech, Inc. Agreement to Amend Employment Agreement and Equipment Lease Agreement dated 1/31/ Full Throttle Films, LLC Penske Truck Lease Co., L.P. Vehicle Lease Service Agreement Schedule A (17 01) $0.00 $0.00 Assumed as Amended Full Throttle Films, LLC Penske Truck Lease Co., L.P. Vehicle Lease Service Agreement $ VER Technologies HoldCo LLC PRG Holdings, LLC Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) VER Technologies MidCo LLC PRG Holdings, LLC Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) VER Technologies LLC PRG Holdings, LLC Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Full Throttle Films, LLC PRG Holdings, LLC Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) FAAST Leasing California, LLC PRG Holdings, LLC Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Revolution Display, LLC PRG Holdings, LLC Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) VER Finco, LLC PRG Holdings, LLC Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) CPV Europe Investments LLC PRG Holdings, LLC Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Page 8 of 14

124 Exhibit C 2: Schedule of Assumed Executory Contracts Row ID VER Contract ID Debtor Entity Counterparty Description of Assumed Contracts or Leases Cure Cost Assignee, if any Assumed as Amended Maxwell Bay Holdings LLC PRG Holdings, LLC Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) VER Technologies HoldCo LLC Production Resource Group II, LLC VER Technologies MidCo LLC Production Resource Group II, LLC VER Technologies LLC Production Resource Group II, LLC Full Throttle Films, LLC Production Resource Group II, LLC FAAST Leasing California, LLC Production Resource Group II, LLC Revolution Display, LLC Production Resource Group II, LLC VER Finco, LLC Production Resource Group II, LLC CPV Europe Investments LLC Production Resource Group II, LLC Maxwell Bay Holdings LLC Production Resource Group II, LLC VER Technologies HoldCo LLC Production Resource Group, Inc VER Technologies MidCo LLC Production Resource Group, Inc. Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Page 9 of 14

125 Exhibit C 2: Schedule of Assumed Executory Contracts Row ID VER Contract ID Debtor Entity Counterparty Description of Assumed Contracts or Leases Cure Cost Assignee, if any Assumed as Amended VER Technologies LLC Production Resource Group, Restructuring Support Agreement $0.00 YES Subject to Lease Inc. Amendment (see Footnote 1) Full Throttle Films, LLC Production Resource Group, Inc FAAST Leasing California, LLC Production Resource Group, Inc Revolution Display, LLC Production Resource Group, Inc VER Finco, LLC Production Resource Group, Inc CPV Europe Investments LLC Production Resource Group, Inc Maxwell Bay Holdings LLC Production Resource Group, Inc Full Throttle Films, LLC Revolution Display, LLC Assignment of U.S. Trademark 86/ dated 4/19/2017 Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) $ Full Throttle Films, LLC Revolution Display, LLC Assignment of Canadian Trademark Application No dated 6/30/ Full Throttle Films, LLC RingCentral, Inc. RingCentral Office Plan Purchase Agreement dated 2/29/ Full Throttle Films, LLC Ross Williams (Seller) Share Purchase Agreement dated 9/14/ VER Technologies LLC Ryder Truck Rental, Inc. d/b/a Ryder Transportation Services Truck Lease & Service Agreement (TLSA) Schedule A (Unit #672127) $0.00 $0.00 $0.00 YES Subject to Lease Amendment (see Footnote 1) $1, Page 10 of 14

126 Exhibit C 2: Schedule of Assumed Executory Contracts Row ID VER Contract ID Debtor Entity Counterparty VER Technologies LLC Ryder Truck Rental, Inc. d/b/a Ryder Transportation Services Description of Assumed Contracts or Leases Cure Cost Assignee, if any Truck Lease & Service Agreement $1, (TLSA) dated 1/29/2016 Assumed as Amended Full Throttle Films, LLC Signature Financial LLC Master Lease Agreement $5, YES Subject to Lease Amendment (see Footnote 1) VER Technologies LLC St. Paul Fire and Marine Insurance Company Insurance Program Agreement dated 5/8/ VER Technologies LLC St. Paul Guardian Insurance Insurance Program Agreement dated Company, St. Paul Mercury 5/8/2017 Insurance Company, St. Paul VER Technologies HoldCo LLC Supporting Term Loan Lenders VER Technologies MidCo LLC Supporting Term Loan Lenders VER Technologies LLC Supporting Term Loan Lenders Full Throttle Films, LLC Supporting Term Loan Lenders FAAST Leasing California, LLC Supporting Term Loan Lenders Revolution Display, LLC Supporting Term Loan Lenders VER Finco, LLC Supporting Term Loan Lenders CPV Europe Investments LLC Supporting Term Loan Lenders $0.00 $0.00 Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Page 11 of 14

127 Exhibit C 2: Schedule of Assumed Executory Contracts Row ID VER Contract ID Debtor Entity Counterparty Maxwell Bay Holdings LLC Supporting Term Loan Lenders VER Technologies HoldCo LLC Term DIP Agent and Term DIP Lenders VER Technologies MidCo LLC Term DIP Agent and Term DIP Lenders VER Technologies LLC Term DIP Agent and Term DIP Lenders Full Throttle Films, LLC Term DIP Agent and Term DIP Lenders FAAST Leasing California, LLC Term DIP Agent and Term DIP Lenders Revolution Display, LLC Term DIP Agent and Term DIP Lenders VER Finco, LLC Term DIP Agent and Term DIP Lenders CPV Europe Investments LLC Term DIP Agent and Term DIP Lenders Maxwell Bay Holdings LLC Term DIP Agent and Term DIP Lenders VER Technologies LLC The Travelers Indemnity Company Description of Assumed Contracts or Leases Cure Cost Assignee, if any Assumed as Amended Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Restructuring Support Agreement $0.00 YES Subject to Lease Amendment (see Footnote 1) Insurance Program Agreement dated 5/8/2017 $ VER Technologies LLC The Travelers Indemnity Company Insurance Program Agreement dated 5/8/2017 $0.00 Page 12 of 14

128 Exhibit C 2: Schedule of Assumed Executory Contracts Row ID VER Contract ID Debtor Entity Counterparty VER Technologies LLC The Travelers Indemnity Company Full Throttle Films, LLC The Ultimate Software Group, Inc. Description of Assumed Contracts or Leases Cure Cost Assignee, if any Insurance Program Agreement dated $0.00 5/8/2017 UltiPro Agreement dated 8/1/2015 $42, Assumed as Amended Full Throttle Films, LLC The Ultimate Software Group, Inc. UltiPro Agreement $ Full Throttle Films, LLC The Ultimate Software Group, Inc. UltiPro Agreement $ VER Technologies LLC Travelers Indemnity Company of Connecticut Insurance Policy re: Automobile $ VER Technologies LLC Travelers Prop. & Cas. America (Travelers) VER Technologies LLC Travelers Property Casualty Company of America Insurance Policy re: Workers' Compensation (AOS) Insurance Policy re: Commercial General Liability $0.00 $ Full Throttle Films, LLC ViaWest, Inc. / Flexential Master Service Agreement dated 2/3/ Revolution Display, LLC Vincent Pace Employment Agreement dated 1/1/ Revolution Display, LLC Vincent Pace Agreement to Amend Employment Agreement and Equipment Lease Agreement dated 1/31/ Full Throttle Films, LLC Vincent Pace Agreement to Amend Employment Agreement and Equipment Lease Agreement dated 1/31/ VER Technologies LLC Vincent Pace Agreement to Amend Employment Agreement and Equipment Lease Agreement dated 1/31/2018 $7, $0.00 $0.00 $0.00 $0.00 Page 13 of 14

129 Exhibit C 2: Schedule of Assumed Executory Contracts Row VER Description of Assumed Contracts or ID Contract ID Debtor Entity Counterparty Leases Cure Cost Assignee, if any VER Technologies LLC XL Insurance America Insurance Policy re: Excess Liability $0.00 Assumed as Amended VER Technologies LLC XTRA Lease Las Vegas Equipment Rental Agreement dated 3/7/ VER Technologies LLC XTRA Lease Las Vegas Equipment Rental Agreement dated 3/7/ VER Technologies LLC XTRA Lease Las Vegas Equipment Rental Agreement dated 3/7/ VER Technologies LLC XTRA Lease Las Vegas Equipment Rental Agreement dated 12/21/ VER Technologies LLC XTRA Lease Las Vegas Equipment Rental Agreement dated 12/18/ VER Technologies LLC XTRA Lease Las Vegas Equipment Rental Agreement dated 12/8/ VER Technologies LLC XTRA Lease Las Vegas Equipment Rental Agreement dated 11/30/ VER Technologies LLC XTRA Lease Las Vegas Equipment Rental Agreement dated 11/27/2017 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $ VER Technologies LLC Zurich Insurance Company Ltd VER Technologies LLC Zurich International Insurance Co Insurance Policy re: Commercial General Liability Canada Insurance Policy re: Foreign Coverage Package $0.00 $0.00 Footnote: (1) The amendment(s) are under negotiation and will only be assumed upon execution thereof. Page 14 of 14

130 Exhibit C-3 Agreements Filed Under Seal

131 EXHIBIT D Rejected Executory Contract/Unexpired Lease List

132 PLAN SUPPLEMENT EXHIBIT D REJECTED EXECUTORY CONTRACT/UNEXPIRED LEASE LIST On the Effective Date, except as otherwise provided in the Plan, each of the Debtors Executory Contracts and Unexpired Leases not previously assumed, assumed and assigned, or rejected pursuant to an order of the Bankruptcy Court will be deemed rejected by the Debtors or the Reorganized Debtors, as applicable, as of the Effective Date in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code except any Executory Contract or Unexpired Lease (1) identified on the Assumed Executory Contract/Unexpired Lease List (which shall be filed with the Bankruptcy Court on or before the Plan Supplement Filing Date) as an Executory Contract or Unexpired Lease designated for assumption, (2) that is the subject of a separate motion or notice to assume (including a motion or notice pursuant to which the requested effective date of such assumption is after the Effective Date) filed by the Debtors and pending as of the Confirmation Hearing, (3) that has been previously assumed pursuant to a Bankruptcy Court order or the Assumption/Rejection Procedures, or (4) that previously expired or terminated pursuant to its own terms.

133 EXHIBIT E New Board

134 NEW BOARD OF REORGANIZED HOLDCO AND SECTION 1129(A)(5) OF THE BANKRUPTCY CODE DISCLOSURES Following the Merger, the Reorganized HoldCo will become a wholly owned subsidiary of Production Resource Group, Inc. and will be managed by Production Resource Group, Inc. as its sole member. Any successors will be elected in accordance with the New Organizational Documents of Reorganized HoldCo. Nothing set forth in this Plan Supplement or otherwise, shall prevent Production Resource Group, Inc. from resigning or from being removed or replaced as a member in accordance with the terms of the New Organizational Documents, as applicable.

135 EXHIBIT F New Facility Documentation

136 DESCRIPTION OF MATERIAL TERMS OF THE EXIT FACILITY DOCUMENTATION 1 This Exhibit F includes terms sheets, attached hereto as Exhibit F(1) and Exhibit F(2), setting forth the material terms of committed financing for the exit facilities described in the Plan (collectively, the Committed Financing ). Subsequent to the issuance of the Committed Financing term sheets, the Debtors secured an increase in the Committed Financing described in Exhibit F(1) by $150 million, for a total commitment of approximately $1.15 billion. At the time of this filing, PRG is pursuing alternative financing on terms superior to those of the Committed Financing, and the current proposed terms of such alternative financing are set forth in the form credit agreement attached hereto as Exhibit F(3) (the Alternative Financing ), which remains subject to further negotiations. The Alternative Financing currently contemplates that $182 million of preferred equity in PRG II would be issued contemporaneously with the closing under the Alternative Financing. The Debtors reserve the right to further supplement or modify this Exhibit F as negotiations regarding the Alternative Financing progress. 1 Capitalized terms used but not defined in this Exhibit shall have the meanings ascribed to them in the Amended Plan of Reorganization of VER Technologies HoldCo LLC and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 417] (as amended from time to time, the Plan ). KE DB3/

137 EXHIBIT F-1 Ally PRG Commitment Letter

138 Execution Version Summary of Exit Facility Terms and Conditions ( Term Sheet ) 1 Cisco $700,000,000 Senior Secured Credit Facility April 5, 2018 Sponsor: Borrower: Holdings: Guarantors: The Jordan Company, L.P. (the Sponsor ) and their respective affiliates. Production Resource Group, L.L.C. ( PRG ) and, upon consummation of the Merger, VER Technologies, LLC ( VER ; together with PRG, collectively, the Borrower ). Production Resource Group Inc., a holding company, controlled, directly or indirectly, by the Sponsor, that will own directly or indirectly 100% of the equity interests of the Borrower. All obligations of the Borrower under the Credit Facility and under any interest rate protection or other hedging arrangements entered into with the Agent, any Lender, an entity that was a Lender or the Agent at the time of such transaction, or any affiliate of any of the foregoing ( Hedging Arrangements ), or any cash management arrangements with any such person ( Cash Management Arrangements ), will be guaranteed by Holdings and the Borrower s direct and indirect, existing and subsequently acquired or organized, domestic subsidiaries (including VER s subsidiaries that are the subject of the Bankruptcy Cases (as defined below) as reorganized debtors pursuant to the Plan of Reorganization (as defined below) and VER s nondebtor domestic subsidiaries), subject to certain limited exclusions for immaterial subsidiaries (collectively, the Guarantors ). Notwithstanding the foregoing, the obligations shall exclude, with respect to any Guarantor, any obligation with respect to Hedging Arrangements if, and to the extent that, all or a portion of the guaranty of such Guarantor is or becomes illegal under the Commodity Exchange Act (or related regulations of the Commodities Futures Trading Commission) (collectively, the Commodity Exchange Act ) by virtue of such guarantor s failure to constitute an eligible contract participant as defined in the Commodity Exchange Act (subject to the inclusion of a customary keepwell provision). Notwithstanding the foregoing, any subsidiary of Holdings that guaranties the Second Lien Financing shall be a Guarantor. Administrative Agent and Collateral Agent: Ally Bank ( Ally or the Agent ). 1 Capitalized terms used in this Term Sheet without definition that are defined in the Commitment Letter to which this term sheet is attached shall have the meanings set forth in such Commitment Letter. Exit Facility Term Sheet Ally Bank Confidential