Case KG Doc 643 Filed 07/25/18 Page 1 of 65 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case KG Doc 643 Filed 07/25/18 Page 1 of 65 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) TECHNOLOGIES HOLDCO LLC, et al., 1 ) Case No (KG) ) Debtors. ) (Jointly Administered) ) ) ) Related to Docket Nos. 417, 551, 572, 576, and 611 SECOND AMENDMENT TO THE PLAN SUPPLEMENT FOR THE THIRD AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION FOR TECHNOLOGIES HOLDCO LLC AND ITS DEBTOR AFFILIATES PLEASE TAKE NOTICE that on July 9, 2018, the above-captioned debtors and debtors in possession (collectively, the Debtors ), in accordance with and pursuant to the Joint Chapter 11 Plan of Reorganization of Technologies HoldCo LLC and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 417], caused to be filed with the United States Bankruptcy Court for the District of Delaware the Plan Supplement for the Joint Chapter 11 Plan of Reorganization of Technologies HoldCo LLC and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 551] (as may be amended, supplemented, or modified from time to time, the Plan Supplement ). PLEASE TAKE NOTICE that on July 16, 2018, the Debtors filed the Second Joint Chapter 11 Plan of Reorganization of Technologies HoldCo LLC and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 572]. PLEASE TAKE NOTICE that on July 16, 2018, the Debtors filed the First to the Plan Supplement [Docket No. 576]. PLEASE TAKE NOTICE that on July 23, 2018, the Debtors filed the Third Joint Chapter 11 Plan of Reorganization of Technologies HoldCo LLC and its Debtor Affiliates [Docket No. 611] (as may be amended, supplemented, or modified from time to time, the Plan ). 2 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: Technologies HoldCo LLC (7239); Technologies MidCo LLC (7482); Technologies LLC (7501); Full Throttle Films, LLC (0487); FAAST Leasing California, LLC (7857); Revolution Display, LLC (6711); 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 not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

2 Case KG Doc 643 Filed 07/25/18 Page 2 of 65 PLEASE TAKE NOTICE that the Debtors hereby file this Second to the Plan Supplement (this Second to the Plan Supplement ) to the Plan. PLEASE TAKE FURTHER NOTICE that this Second to the Plan Supplement includes the current drafts of the following documents, as may be modified, amended, or supplemented from time to time in accordance with the Plan: Schedule 1 Third and Restated Limited Liability Company Agreement of Technologies HoldCo, LLC Schedule 2 A comparison showing changes to the Third and Restated Limited Liability Company Agreement of Technologies HoldCo, LLC filed on July 16, 2018 Schedule 3 Assumed Executory Contract/Unexpired Lease List Schedule 4 A comparison showing changes to the Assumed Executory Contract/Unexpired Lease List filed on July 16, 2018 PLEASE TAKE FURTHER NOTICE that the Debtors reserve all rights, with the consent of any applicable counterparties to the extent required under the Plan, to amend, modify, or supplement the Plan Supplement and any of the documents contained therein in accordance with the terms of the Plan. To the extent material amendments or modifications are made to any of the Plan Supplement documents, the Debtors will file a blackline with the Bankruptcy Court prior to the Effective Date marked to reflect same. PLEASE TAKE FURTHER NOTICE that the forms of the documents contained in the Plan Supplement are integral to, and are considered part of, the Plan. PLEASE TAKE FURTHER NOTICE that the Plan, the Plan Supplement, the First to the Plan Supplement, the Second to the Plan Supplement, the Disclosure Statement, and other documents and materials filed in these chapter 11 cases may be obtained at no charge from 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 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: [Remainder of page left intentionally blank] 2

3 Case KG Doc 643 Filed 07/25/18 Page 3 of 65 Dated: July 25, 2018 /s/ Domenic E. Pacitti Wilmington, Delaware 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

4 Case KG Doc 643 Filed 07/25/18 Page 4 of 65 Schedule 1 Third and Restated Limited Liability Company Agreement of Technologies HoldCo, LLC 4

5 Case KG Doc 643 Filed 07/25/18 Page 5 of 65 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 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 Technologies HoldCo, LLC, a Delaware limited liability company (the Company ), and the persons set forth on Schedule A hereto (each a Member and, collectively, the Members ). 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 and Restated Limited Liability Company Agreement of the Company on December 11, 2014 (the Existing LLC Agreement ); WHEREAS, pursuant to transactions outlined in that certain Restructuring Support Agreement dated April 5, 2018, and exhibits thereto, as amended, among the Company, certain Company affiliates that are debtors party thereto, the prepetition agents and lenders party thereto, the DIP agents and lenders party thereto and other parties party thereto (as so amended, the RSA ), and as approved through a confirmed plan of reorganization pursuant to the RSA by the U.S. Bankruptcy Court for the District of Delaware, all membership interests of the Company were cancelled and new membership interests were issued to the Members in the amounts set forth on Schedule A hereto in exchange for the cancellation of debt obligations; and WHEREAS, in connection with the transactions described above, the Members and the Company desire to amend and restate the Existing 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 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. following meanings: (a) Definitions. For purposes of this Agreement the following terms have the Act means the Delaware Limited Liability Company Act. NY v3 DB3/

6 Case KG Doc 643 Filed 07/25/18 Page 6 of 65 (b) Covered Person means the Manager, the Members, any affiliate of the Members, or any current or former officer, director, shareholder, partner, employee, representative or agent of the Company, the Members, the Manager or any of their affiliates. (c) Manager means GSO Capital Partners LP or such other Person appointed by the Members. (d) 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. (e) 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 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 Technologies HoldCo, LLC or such other name as the Manager 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. 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 Manager 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. DB3/

7 Case KG Doc 643 Filed 07/25/18 Page 7 of 65 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 Manager 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. ARTICLE 3 GONANCE Section 3.1. The Manager. The day-to-day business and affairs of the Company shall be managed by or under the authority of the Manager, 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 Manager 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 Manager 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 Manager 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 Manager 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 Manager may delegate in writing to any such Persons. ARTICLE 4 MEMBERSHIP INTERESTS Section 4.1. Membership Interests. Effective as of the date hereof, the Members are the record and beneficial owner of the Membership Interests in such amounts as set forth opposite such Member s name on Schedule A hereto and have 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. The Company shall not issue any non-voting Membership Interests in the Company. Section 4.2. Additional Capital Contributions. The Members shall have the right, but not the obligation, to make additional capital contributions on such terms and conditions as the Manager may determine. Section 4.3. Transfer of Membership Interests. The Members 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 DB3/

8 Case KG Doc 643 Filed 07/25/18 Page 8 of 65 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 to the Members pro rata in accordance with the Membership Interests held by the Members. Section 5.2. Distributions. Distributions, whether in cash or in kind, shall be made to the Members pro rata in accordance with their ownership of Membership Interests at such times and in such amounts as shall be determined by the Manager. 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 Manager. 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 Manager 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 Members, pro rata in accordance with their respective ownership of Membership Interests. 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 Manager 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 DB3/

9 Case KG Doc 643 Filed 07/25/18 Page 9 of 65 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 Manager 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 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. Third Party Beneficiaries. The Company and the Manager hereby agree and acknowledge that as of the Effective Date, all Covered Persons shall be third party beneficiaries of Sections 7.1 through 7.5 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 DB3/

10 Case KG Doc 643 Filed 07/25/18 Page 10 of 65 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 Manager. 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 GONED 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 Manager and the Members hereunder shall inure to the benefit of and be binding upon its successors and assigns. 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] DB3/

11 Case KG Doc 643 Filed 07/25/18 Page 11 of 65 IN WITNESS WHEREOF, each of the undersigned has signed this Agreement as of the date first above written. COMPANY: TECHNOLOGIES HOLDCO, LLC By: Name: Title: MEMBERS: NY v3 DB3/ [Third and Restated Limited Liability Company Agreement]

12 Case KG Doc 643 Filed 07/25/18 Page 12 of 65 Schedule A Schedule of Members DB3/

13 Case KG Doc 643 Filed 07/25/18 Page 13 of 65 Schedule 2 A comparison showing changes to the Third and Restated Limited Liability Company Agreement of Technologies HoldCo, LLC filed on July 16,

14 Case KG Doc 643 Filed 07/25/18 Page 14 of 65 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 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 Technologies HoldCo, LLC, a Delaware limited liability company (the Company ), and Production Resource Group, Inc., as the sole member of the Company (the Sole Memberthe persons set forth on Schedule A hereto (each a Member and, collectively, the Members ). 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 and Restated Limited Liability Company Agreement of the Company on December 11, 2014 (the Existing 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, pursuant to transactions outlined in that certain Restructuring Support Agreement dated April 5, 2018, and exhibits thereto, as amended, among the Company, certain Company affiliates that are debtors party thereto, the prepetition agents and lenders party thereto, the DIP agents and lenders party thereto and other parties party thereto (as so amended, the RSA ), and as approved through a confirmed plan of reorganization pursuant to the RSA by the U.S. Bankruptcy Court for the District of Delaware, all membership interests of the Company were cancelled and new membership interests were issued to the Members in the amounts set forth on Schedule A hereto in exchange for the cancellation of debt obligations; and WHEREAS, in connection with the transactions described above, the Sole MemberMembers and the Company desire to amend and restate the Existing MergerCo LLC Agreement and Existing LLC Agreement on the terms hereof. NY v2NY v3 DB3/

15 Case KG Doc 643 Filed 07/25/18 Page 15 of 65 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 LLC Agreement are eachis 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: 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) Covered Person means the Sole MemberManager, the Members, any affiliate of the Sole MemberMembers, or any current or former officer, director, shareholder, partner, employee, representative or agent of the Company, the Sole MemberMembers, the Manager or any of their affiliates. (c) Manager means GSO Capital Partners LP or such other Person appointed by the Members. (c)(d) 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. (d)(e) 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 MemberMembers hereby ratifiesy 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 Technologies HoldCo, LLC or such other name as the Sole MemberManager may from time to time designate. DB3/ NY v2

16 Case KG Doc 643 Filed 07/25/18 Page 16 of 65 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. 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 MemberManager 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 MemberManager 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. ARTICLE 3 GONANCE Section 3.1. The Sole MemberManager. The day-to-day business and affairs of the Company shall be managed by or under the authority of the Sole MemberManager, 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 MemberManager 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 MemberManager 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 MemberManager 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 MemberManager may appoint individuals with or without such titles as it may elect, including the titles of Authorized Officer, President, Vice DB3/ NY v2

17 Case KG Doc 643 Filed 07/25/18 Page 17 of 65 President, Treasurer and Secretary, to act on behalf of the Company with such power and authority as the Sole MemberManager may delegate in writing to any such Persons. ARTICLE 4 MEMBERSHIP INTERESTS Section 4.1. Membership Interests. Effective as of the date hereof, the Sole Member ismembers are the record and beneficial owner of one hundred percent (100%) of the Membership Interests in such amounts as set forth opposite such Member s name on Schedule A hereto and hasve 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. The Company shall not issue any non-voting Membership Interests in the Company. Section 4.2. Additional Capital Contributions. The Sole Member, as record and beneficial owner of one hundred percent (100%) of the Membership Interests,. The Members shall have the right, but not the obligation, to make additional capital contributions on such terms and conditions as itthe Manager may determine. Section 4.3. Transfer of Membership Interests. The Sole MemberMembers 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%) ofmembers pro rata in accordance with the Membership Interests. held by the Members. DB3/ NY v2

18 Case KG Doc 643 Filed 07/25/18 Page 18 of 65 Section 5.2. Distributions. Distributions, whether in cash or in kind, shall be made to the Sole Member, as record and beneficial ownermembers pro rata in accordance with their ownership of one hundred percent (100%) of the Membership Interests, at such times and in such amounts as shall be determined by the Sole MemberManager. 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 InterestsManager. 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 MemberManager 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 ownermembers, pro rata in accordance with their respective ownership of one hundred percent (100%) of the Membership Interests. 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 MemberManager 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. DB3/ NY v2

19 Case KG Doc 643 Filed 07/25/18 Page 19 of 65 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 MemberManager 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 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 Company shall not be required to indemnify (or to provide any payment or reimbursement of any expenses of) any Covered Person that was an officer, director, shareholder, partner, employee, representative or agent of Technologies HoldCo, LLC or any of its subsidiaries or affiliates prior to Effective Date (the Debtors ) with respect to any loss, damage or claim incurred by such Covered Person 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. DB3/ NY v2

20 Case KG Doc 643 Filed 07/25/18 Page 20 of 65 Section 7.7.Section 7.6. Third Party Beneficiaries. The Company and the Sole MemberManager hereby agree and acknowledge that as of the Effective Date, all Covered Persons shall be third party beneficiaries of Sections 7.1 through 7.5 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 MemberManager. 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 GONED 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 MemberManager and the Members hereunder shall inure to the benefit of and be binding upon its successors and assigns. 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] DB3/ NY v2

21 Case KG Doc 643 Filed 07/25/18 Page 21 of 65 IN WITNESS WHEREOF, each of the undersigned has signed this Agreement as of the date first above written. COMPANY: TECHNOLOGIES HOLDCO, LLC By: Name: Title: SOLE MEMBER: PRODUCTION RESOURCE GROUP, INC. By: Name: Title: NY v2NY v3 DB3/ [Third and Restated Limited Liability Company Agreement]

22 Case KG Doc 643 Filed 07/25/18 Page 22 of 65 MEMBERS: DB3/ NY v2

23 Case KG Doc 643 Filed 07/25/18 Page 23 of 65 Schedule A Schedule of Members DB3/ NY v2

24 Case KG Doc 643 Filed 07/25/18 Page 24 of 65 Schedule 3 Assumed Executory Contract/Unexpired Lease List 6

25 Case KG Doc 643 Filed 07/25/18 Page 25 of 65 Exhibit C 1: Schedule of Assumed Unexpired Full Throttle Films, LLC Ontario Limited Lease (5925 Tomken Road) dated 10/22/2013 Facility Address 5925 Tomken Road, Mississauga, ON, Canada (see Footnote 2) $1, Assignee, if any 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/ Tomken Road, Mississauga, ON, Canada 5925 Tomken Road, Mississauga, ON, Canada Technologies LLC 2301 DeFoor Hills, LLC Lease Agreement (2301 Defoor Hills Road) dated 11/12/ A Defoor Hills Road NW, Atlanta, GA $19, YES Technologies LLC A&M Pierce Property, Standard Industrial/Commercial Single Pierce Street, Pacoima, CA $5, YES Subject to Lease LLC, a California Liability Tenant Lease Net (12950 Pierce Company Street) dated 6/1/ Full Throttle Films, LLC Alecta Pensionsforsakring Omsesedigt Full Throttle Films, LLC Amacon Property Management Services Inc Full Throttle Films, LLC AvalonBay Communities, Inc. Huurovereenkomst Kantoorruimte (Office Space Rental Agreement) (Radarweg 1, Amsterdam) dated Demand Letter (6741 Cariboo Road) dated 11/19/2012 Apartment Lease Agreement #206 dated 10/27/2017 $1, $1, Radarweg 1, Amsterdam, Netherlands 6741 Cariboo Road, Building D, Burnaby, BC, Canada 1137 N. Central Ave #206, Glendale, CA 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 Technologies 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 to Commercial Lease (4390 Parliament Place) dated 5/1/2014 First Lease to Commercial Lease (4390 Parliament Place) dated 9/12/2007 Fourth Lease to Commercial Lease (4390 Parliament Place) dated 5/1/2013 Second Lease to Commercial Lease (4390 Parliament Place) dated 11/1/2009 Sixth Lease to Commercial Lease (4390 Parliament Place) dated 5/1/ Parliament Place, Lanham, MD $22, YES 4390 Parliament Place, Lanham, MD $22, YES 4390 Parliament Place, Lanham, MD $22, YES 4390 Parliament Place, Lanham, MD $22, YES 4390 Parliament Place, Lanham, MD $22, YES 4390 Parliament Place, Lanham, MD $22, YES 4390 Parliament Place, Lanham, MD $22, YES Page 1 of 4

26 Case KG Doc 643 Filed 07/25/18 Page 26 of 65 Exhibit C 1: Schedule of Assumed Unexpired Full Throttle Films, LLC BDC Parliament Place LLC Full Throttle Films, LLC BDC Parliament Place LLC Full Throttle Films, LLC BDC Parliament Place LLC Sixth Lease to Commercial Lease (4390 Parliament Place) dated 5/1/2015 Sixth Lease to Commercial Lease (4390 Parliament Place) dated 5/1/2017 Third Lease to Commercial Lease (4390 Parliament Place) dated 11/1/ Technologies LLC Bridge McCook II, LLC Industrial Building Lease (8401 W 47th Street) dated 2/4/ Technologies LLC Bridge McCook II, LLC Subordinatio, Non Distrubance and Attornment Agreement (8401 W 47th Street) dated 2/4/ 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 2/24/2010 Facility Address (see Footnote 2) Assignee, if any 4390 Parliament Place, Lanham, MD $22, YES 4390 Parliament Place, Lanham, MD $22, YES 4390 Parliament Place, Lanham, MD $22, YES 8401 W. 47th St., McCook, IL $11, YES Subject to Lease 8401 W. 47th St., McCook, IL $11, YES Subject to Lease 8401 W. 47th St., McCook, IL YES Subject to Lease 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, Full Throttle Films, LLC Cariboo Management Inc. Warehouse Lease (6741 Cariboo Road) dated 9/24/ Cariboo Road, Building D, Burnaby, BC, Canada $2, Page 2 of 4

27 Case KG Doc 643 Filed 07/25/18 Page 27 of 65 Exhibit C 1: Schedule of Assumed Unexpired Technologies LLC Digitalsound Production Services, Inc., a California Corporation Standard Industrial/Commercial Single Tenant Lease Net (12950 Pierce Street) dated 6/1/2014 Facility Address (see Footnote 2) Assignee, if any Pierce Street, Pacoima, CA YES Subject to Lease Technologies LLC FAAST Leasing Arizona, LLC Technologies LLC FAAST Leasing Florida, LLC Technologies LLC FAAST Leasing Georgia, LLC Technologies LLC FAAST Leasing Louisiana, LLC 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 to Lease (410 East Grand 410 E. Grand Avenue, San Francisco, $3, YES Avenue) dated 7/22/2016 CA Technologies LLC FAAST Leasing San Francisco, LLC Lease (410 East Grand Avenue) dated 12/11/ E. Grand Avenue, San Francisco, CA $3, YES Technologies LLC FAAST Leasing Tennessee, LLC Lease (12630 Old Hickory Boulevard) dated 12/11/ Old Hickory Boulevard, Antioch, TN $12, Technologies LLC FAAST Leasing Texas, LLC Lease (1775 Hurd Drive) dated 12/11/ Hurd Drive, Irving, TX $10, YES Technologies LLC Frank T. Brown, Trustee of the Frank T. Brown Survivors Trust Full Throttle Films, LLC Morris Realty Associates LLC Standard Industrial/Commercial Single Markon Drive, City of Garden Tenant Lease Net (11551 Markon Grove, CA Drive) dated 12/7/2016 Lease Agreement (8251 Kempwood) dated 12/1/2017 $4, YES 8251 Kemp Wood, Houston, TX YES Technologies LLC NM Majestic Holdings, LLC Technologies LLC Revv Property, LLC to Lease (5426 San Fernando Road) 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 $62, YES Subject to Lease $47, YES 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) 5000 "D" Dahlia Street, Denver, CO $1, YES Page 3 of 4