FUNKO ACQUISITION HOLDINGS, L.L.C. SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [•], 2017Limited Liability Company Agreement • October 23rd, 2017 • Funko, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [•], 2017 (the “Effective Time”), is entered into by and among Funko Acquisition Holdings, L.L.C., a Delaware limited liability company (the “Company”), and its Members (as defined herein).
EMPLOYMENT AGREEMENTEmployment Agreement • October 23rd, 2017 • Funko, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Washington
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the [ • ] day of [ ], 2017, by and between Tracy Daw, a resident (“Employee”), and Funko, Inc., a Delaware corporation (any of its Affiliates as may employ the Employee from time to time, and any successor(s) thereto, the “Company”).
FUNKO, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • October 23rd, 2017 • Funko, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Delaware
Funko, Inc., a Delaware corporation (the “Company”), pursuant to its 2017 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
FUNKO, INC. Class A Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • October 23rd, 2017 • Funko, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
STOCKHOLDERS AGREEMENT OF FUNKO, INC.Stockholders Agreement • October 23rd, 2017 • Funko, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of [ ● ], 2017 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among Funko, Inc., a Delaware corporation (the “Corporation”), ACON Funko Investors, L.L.C., a Delaware limited liability company (“ACON”), ACON Funko Investors Holdings 1, L.L.C., a Delaware limited liability company (“ACON Funko Investors Holdco 1”), ACON Funko Investors Holdings 2, L.L.C., a Delaware limited liability company (“ACON Funko Investors Holdco 2”), ACON Funko Investors Holdings 3, L.L.C., a Delaware limited liability company (“ACON Funko Investors Holdco 3”, and together with ACON Funko Investors Holdco 1 and ACON Funko Investors Holdco 2, the “ACON Holdcos”), Fundamental Capital, LLC, a Delaware limited liability company (“Fundamental Capital”), Funko International, LLC, a Delaware limited liability company (“Funko International”) and Brian Mariotti, an indi
