Common use of Cashless Settlement Clause in Contracts

Cashless Settlement. (If Physical Settlement) Aggregate Strike Price Delivery Method (check all that apply): ☐ Cash in an amount equal to $ . ☐ Series B Extinguishment of * shares of Series B Preferred Stock. (Optional) Identify account within the United States to which any cash Exercise Consideration will be wired: Bank Routing Number: SWIFT Code: Bank Address: Account Number: Account Name: Date: (Legal Name of Holder) By: Name: Title: * Must be a whole number. † The availability of Cashless Settlement is subject to Section 5(d)(v) of the Warrant Agreement. ASSIGNMENT FORM Xxxxxxx-Xxxxxx Holdings, Inc. Subject to the terms of the Warrant Agreement, the undersigned Holder of the Warrant(s) identified below assigns (check one): ☐ all of the Warrants ☐ 1 Warrant(s) identified by Certificate No. , and all rights thereunder, to: Name: Address: Social security or tax identification number: and irrevocably appoints: as agent to transfer the within Warrant(s) on the books of the Company. The agent may substitute another to act for him/her. Date: (Legal Name of Holder) By: Name: Title: 1 Must be a whole number. EXHIBIT B FORM OF RESTRICTED SECURITY LEGEND THE OFFER AND SALE OF THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY AND SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EXHIBIT C FORM OF TRANSFER RESTRICTION LEGEND TRANSFERS, PLEDGES OR OTHER DISPOSITIONS HEREOF, OR OF ANY BENEFICIAL OR OTHER INTEREST HEREIN, ARE SUBJECT TO RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. ANY PURPORTED TRANSFER, PLEDGE OR OTHER DISPOSITION IN VIOLATION OF SUCH RESTRICTIONS WILL BE VOID AND OF NO FORCE OR EFFECT.

Cashless Settlement. Each of the undersigned Lenders agrees to roll over all of its outstanding Loans on the date hereof pursuant to a cashless settlement mechanism approved by the Borrower and the Administrative Agent. [Signature Pages Follow] 3 By its execution below, the undersigned Lender agrees to the terms of this Amendment (If Physical Settlementincluding, without limitation, the roll over of all of its outstanding Loans pursuant to a cashless settlement mechanism as set forth in Section 10 of the Amendment) Aggregate Strike Price Delivery Method ABS Loans 2007 Limited, a subsidiary of Xxxxxxx Xxxxx Institutional Funds II PLC (check all that apply): ☐ Cash in an amount equal to $ . ☐ Series Print name of der above) B Extinguishment of * shares of Series B Preferred Stock. (Optional) Identify account within the United States to which any cash Exercise Consideration will be wired: Bank Routing Number: SWIFT Code: Bank Address: Account Number: Account Name: Date: (Legal Name of Holder) By: Y ~~ Name: Title: * Must be a whole number~C-~f/ ~~~^~ Signature Page to Amendment No. † The availability of Cashless Settlement is subject 2 to Section 5(d)(v) of Term Loan Credit Agreement By its execution below, the Warrant Agreement. ASSIGNMENT FORM Xxxxxxx-Xxxxxx Holdings, Inc. Subject undersigned Lender agrees to the terms of this Amendment (including, without limitation, the Warrant Agreementroll over of all of its outstanding Loans pursuant to a cashless settlement mechanism as set forth in Section 10 of the Amendment) Xxxxxxx Sachs Trust on behalf ofthe Xxxxxxx Xxxxx High Yield Floating Rate Fund Bv: Xxxxxxx Sachs Asset Manaeement. L.P. as investment advisor and not as nrincinal (Print name of Lender above) By Name: '~ Title: J ~ -~ ~~ ~''~"``'~ ~~naS~nS ~~/~G~i~ Signature Page to Amendment No. 2 to Term Loan Credit Agreement By its execution below, the undersigned Holder Lender agrees to the terms of this Amendment (including, without limitation, the roll over of all of its outstanding Loans pursuant to a cashless settlement mechanism as set forth in Section 10 of the Warrant(sAmendment) identified below assigns Xxxxxxx Xxxxx Lux Inveshnent Funds for the benefit of Xxxxxxx Sachs High Yield Floating Rate Portfolio (check one): ☐ all of the Warrants ☐ 1 Warrant(sLux) identified by Certificate Xxxxxxx Xxxxx Asset Management, L.P. solely as its inveshnent advisor and not as principal (Print name of~I,.,ender above) Name:" l Title: eTe~ G~" t~ ~r~~ ~~ Signature Page to Amendment No. , and all rights thereunder, to: Name: Address: Social security or tax identification number: and irrevocably appoints: as agent 2 to transfer the within Warrant(s) on the books of the Company. The agent may substitute another to act for him/her. Date: (Legal Name of Holder) By: Name: Title: 1 Must be a whole number. EXHIBIT B FORM OF RESTRICTED SECURITY LEGEND THE OFFER AND SALE OF THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY AND SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EXHIBIT C FORM OF TRANSFER RESTRICTION LEGEND TRANSFERS, PLEDGES OR OTHER DISPOSITIONS HEREOF, OR OF ANY BENEFICIAL OR OTHER INTEREST HEREIN, ARE SUBJECT TO RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. ANY PURPORTED TRANSFER, PLEDGE OR OTHER DISPOSITION IN VIOLATION OF SUCH RESTRICTIONS WILL BE VOID AND OF NO FORCE OR EFFECT.Term Loan Credit Agreement

Cashless Settlement. (If Physical Settlement) Aggregate Strike Price Delivery Method (check all that apply): Price: ☐ Cash in an amount equal to $ . ☐ Series B Extinguishment of * shares of Series B Preferred Stock. (Optional) Identify account within the United States to which any cash Exercise Consideration will be wired: Bank Routing Number: SWIFT Code: Bank Address: Account Number: Account Name: Date: (Legal Name of Holder) By: Name: Title: * Must be a whole number. † The availability of Cashless Settlement is subject to Section 5(d)(v) of the Warrant Agreement. ASSIGNMENT FORM Xxxxxxx-Xxxxxx HoldingsNew Pluto Global, Inc. Subject to the terms of the Warrant Agreement, the undersigned Holder of the Warrant(s) identified below assigns (check one): ☐ all of the Underlying Shares of the Warrants ☐ 1 Warrant(s) identified by Certificate No. , and all rights thereunder, to: Name: Address: Social security or tax identification number: and irrevocably appoints: as agent to transfer the within Warrant(s) on the books of the Company. The agent may substitute another to act for him/her. Date: (Legal Name of Holder) By: Name: Title: 1 Must be a whole number. EXHIBIT B FORM OF RESTRICTED SECURITY LEGEND THE OFFER AND SALE OF THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY AND SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EXHIBIT C B FORM OF TRANSFER RESTRICTION LEGEND TRANSFERSASSIGNMENT AGREEMENT [•], PLEDGES OR OTHER DISPOSITIONS HEREOF202_ Paramount Global New Pluto Global, OR OF ANY BENEFICIAL OR OTHER INTEREST HEREINInc. [ADDRESS] Ladies and Gentlemen: Pursuant to the Subscription Agreement dated as of _______, ARE SUBJECT TO RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN2024 (the “Subscription Agreement”), by and among Paramount Global, a Delaware corporation (the “Company”), New Pluto Global, Inc., a newly formed Delaware corporation that is a wholly owned subsidiary of the Company (“Newco”), and [SUBSCRIBER] (the “Assignor”), the Assignor subscribed for: (a) [•] shares of Newco Class B Common Stock at the Purchase Price (“Commitment”), and (b) [•] Subscribed Warrants. ANY PURPORTED TRANSFERThe Assignor and the Assignee each hereby give notice to the Company and Newco of the assignment (the “Assignment”) by the Assignor of a portion of its Commitment to _____________ (the “Assignee”), PLEDGE OR OTHER DISPOSITION IN VIOLATION OF SUCH RESTRICTIONS WILL BE VOID AND OF NO FORCE OR EFFECT.constituting (i) ______ shares of Newco Class B Common Stock, and (ii) [_____________Warrants (collectively, the “Assigned Securities”). Capitalized terms used herein but not otherwise defined in this Assignment of Commitment (this “Assignment”) shall have the meanings ascribed to such terms in the Subscription Agreement. The Assignor and the Assignee hereby agree as follows:

Cashless Settlement. (If Physical Settlement) Aggregate Strike Price Delivery Method (check all that apply): Price: ☐ Cash in an amount equal to $ . ☐ Series B Extinguishment of * shares of Series B Preferred Stock. (Optional) Identify account within the United States to which any cash Exercise Consideration will be wired: Bank Routing Number: SWIFT Code: Bank Address: Account Number: Account Name: Date: (Legal Name of Holder) By: Name: Title: * Must be a whole number. † The availability of Cashless Settlement is subject to Section 5(d)(v) of the Warrant Agreement. ASSIGNMENT FORM Xxxxxxx-Xxxxxx HoldingsNew Pluto Global, Inc. Subject to the terms of the Warrant Agreement, the undersigned Holder of the Warrant(s) identified below assigns (check one): ☐ all of the Underlying Shares of the Warrants ☐ 1 Warrant(s) identified by Certificate No. , and all rights thereunder, to: Name: Address: Social security or tax identification number: and irrevocably appoints: as agent to transfer the within Warrant(s) on the books of the Company. The agent may substitute another to act for him/her. Date: (Legal Name of Holder) By: Name: Title: 1 Must be a whole number. EXHIBIT B FORM OF RESTRICTED SECURITY LEGEND THE OFFER AND SALE OF THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY AND SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EXHIBIT C FORM OF TRANSFER RESTRICTION LEGEND TRANSFERS, PLEDGES OR OTHER DISPOSITIONS HEREOF, OR OF ANY BENEFICIAL OR OTHER INTEREST HEREIN, ARE SUBJECT TO RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. ANY PURPORTED TRANSFER, PLEDGE OR OTHER DISPOSITION IN VIOLATION OF SUCH RESTRICTIONS WILL BE VOID AND OF NO FORCE OR EFFECT.