Common use of ASSIGNMENT NOTICE Clause in Contracts

ASSIGNMENT NOTICE. Reference is made to (1) the Amended and Restated Loan, Guaranty and Security Agreement dated as of March 5, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among PARAMETRIC SOUNDTURTLE BEACH CORPORATION, a Nevada corporation, formerly known as Parametric Sound Corporation (“Parent”), VOYETRA TURTLE BEACH, INC., a Delaware corporation (“Voyetra”), TBC HOLDING COMPANY LLC, a Delaware limited liability company (“TBC Holding”); and together with Parent and Voyetra, individually “US Borrower,” and individually and collectively, jointly and severally, “US Borrowers”), TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 (“Turtle Beach,” also referred to hereinafter as “UK Borrower”; and together with US Borrowers, individually “Borrower” and individually and collectively, “Borrowers”), VTB HOLDINGS, INC., a Delaware corporation (“VTB” or “US Guarantor”; and together with US Borrowers, individually a “UK Guarantor” and individually and collectively, jointly and severally, “UK Guarantors”; UK Guarantors and US Guarantors, individually a “Guarantor,” and individually and collectively, “Guarantors”); the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent, collateral agent and security trustee for Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and BANK OF AMERICA, N.A. as sole lead arranger and sole book runner for the Lenders; and (2) the Assignment and Acceptance dated as of ____________, 20__ (“Assignment”), between __________________ (“Assignor”) and ____________________ (“Assignee”). Terms are used herein as defined in the Loan Agreement. Assignor hereby notifies [US][UK] Borrowers and Agent of Assignor’s intent to assign to Assignee pursuant to the Assignment (a) a principal amount of $________ of Assignor’s outstanding [US][UK]Revolver Loans and $___________ of Assignor’s participations in [US][UK] LC Obligations, and (b) the amount of $__________ of Assignor’s [US][UK]Revolver Commitment (which represents ____% of the total [US][UK]Revolver Commitments) (the foregoing items being, collectively, the “Assigned Interest”), together with an interest in the Loan Documents corresponding to the Assigned Interest. This Agreement shall be effective as of the date (“Effective Date”) indicated below, provided this Assignment Notice is executed by Assignor, Assignee, Agent and US Borrower Agent, if applicable. Pursuant to the Assignment, Assignee has expressly assumed all of Assignor’s obligations under the Loan Agreement to the extent of the Assigned Interest, as of the Effective Date. For purposes of the Loan Agreement, Agent shall deem Assignor’s [US][UK]Revolver Commitment to be reduced by $_________, and Assignee’s [US][UK] Revolver Commitment to be increased by $_________. The address of Assignee to which notices and information are to be sent under the terms of the Loan Agreement is: ____________________________ ____________________________ ____________________________ ____________________________ The address of Assignee to which payments are to be sent under the terms of the Loan Agreement is shown in the Assignment. This Notice is being delivered to [US][UK] Borrowers and Agent pursuant to Section 13.3 of the Loan Agreement. Please acknowledge your acceptance of this Notice by executing and returning to Assignee and Assignor a copy of this Notice.

ASSIGNMENT NOTICE. Reference is made to (1) the Amended and Restated Loan, Guaranty and Security Agreement dated as of March 5May 8, 2018 2019, (as amended, restated, supplemented amended and restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”), by and among PARAMETRIC SOUNDTURTLE BEACH CORPORATION, a Nevada corporation, formerly known as Parametric Sound Corporation (“Parent”), VOYETRA TURTLE BEACH, PROTERRA INC., a Delaware corporation (the “VoyetraCompany”), TBC HOLDING COMPANY LLCcertain of the Subsidiaries of the Company identified on the signature pages hereof or otherwise joined from time to time hereto as a borrower (such Subsidiaries, a Delaware limited liability company (“TBC Holding”); and together with Parent and Voyetrathe Company, are referred to hereinafter each individually as a “US Borrower,” and individually and collectively, jointly and severally, “US Borrowers”), TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 (“Turtle Beach,” also referred to hereinafter as “UK Borrower”; and together with US Borrowers, individually “Borrower” and individually and collectively, the “Borrowers”), VTB HOLDINGS, INC., the Subsidiaries of the Company identified on the signature pages hereof or otherwise joined from time to time hereto as a Delaware corporation guarantor (such Subsidiaries are referred to hereinafter each individually as a “VTBSubsidiary Guarantor” or “US Guarantor”; and together with US Borrowers, individually a “UK Guarantor” and individually and collectively, jointly and severally, collectively as the “UK Subsidiary Guarantors”; UK Guarantors and US Guarantors, individually a “Guarantor,” and individually and collectively, or “Guarantors”); , the financial institutions party to this Agreement thereto from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, association (“Bank of America”) as agent, collateral agent and security trustee for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and BANK OF AMERICA, N.A. as sole lead arranger and sole book runner for the Lenders; and (2) the Assignment and Acceptance dated as of ____________, 20__ (“Assignment”), between ______________________ (“Assignor”) and ________________________ (“Assignee”). Terms are used herein as defined in the Loan Agreement. Assignor hereby notifies [US][UK] Borrowers and Agent of Assignor’s intent to assign to Assignee pursuant to the Assignment (a) a principal amount of $________ of Assignor’s outstanding [US][UK]Revolver Revolver Loans and $___________ of Assignor’s participations in [US][UK] LC Obligations, Obligations and (b) the amount of $__________ of Assignor’s [US][UK]Revolver Revolver Commitment (which represents ____% of the total [US][UK]Revolver Revolver Commitments) (the foregoing items being, collectively, the “Assigned Interest”), together with an interest in the Loan Documents corresponding to the Assigned Interest. This Agreement shall be effective as of the date (“Effective Date”) indicated below, provided this Assignment Notice is executed by Assignor, Assignee, Agent and US Borrower Agent, if applicable. Pursuant to the Assignment, Assignee has expressly assumed all of Assignor’s obligations under the Loan Agreement to the extent of the Assigned Interest, as of the Effective Date. For purposes of the Loan Agreement, Agent shall deem Assignor’s [US][UK]Revolver Revolver Commitment to be reduced by $_________, and Assignee’s [US][UK] Revolver Commitment to be increased by $_________. The address of Assignee to which notices and information are to be sent under the terms of the Loan Agreement is: ____________________________ ____________________________ ____________________________ ____________________________ The address of Assignee to which payments are to be sent under the terms of the Loan Agreement is shown in the Assignment. This Notice is being delivered to [US][UK] Borrowers and Agent pursuant to Section 13.3 14.3 of the Loan Agreement. Please acknowledge your acceptance of this Notice by executing and returning to Assignee and Assignor a copy of this Notice.. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA INC IF PUBLICLY DISCLOSED. SUBJECT TO FED. R. EVID. 408

ASSIGNMENT NOTICE. Reference is made to (1) the Amended and Restated Loan, Guaranty and Security Agreement dated as of March 531, 2018 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among PARAMETRIC SOUNDTURTLE BEACH SOUND CORPORATION, a Nevada corporation, formerly known as Parametric Sound Corporation corporation (“ParentParametric”), VOYETRA TURTLE BEACH, INC., a Delaware corporation (“Voyetra”), TBC HOLDING COMPANY LLC, a Delaware limited liability company (“TBC Holding”); and together with Parent and VoyetraParametric, individually “US Borrower,” and individually and collectively, jointly and severally, “US Borrowers”), TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 (“Turtle Beach,” also referred to hereinafter as “UK Borrower”; and together with US Borrowers, individually “Borrower” and individually and collectively, “Borrowers”), PSC LICENSING CORP., a California corporation (“PSC”), VTB HOLDINGS, INC., a Delaware corporation (“VTB” or ”; and together with PSC, individually a “US Guarantor” and individually and collectively, jointly and severally, “US Guarantors”; and together with US Borrowers, individually a “UK Guarantor” and individually and collectively, jointly and severally, “UK Guarantors”; UK Guarantors and US Guarantors, individually a “Guarantor,” and individually and collectively, “Guarantors”); the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent, collateral agent and security trustee for Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and BANK OF AMERICA, N.A. as sole lead arranger and sole book runner for the Lenders; and (2) the Assignment and Acceptance dated as of ____________, 20__ (“AssignmentAssignment Agreement”), between __________________ (“Assignor”) and ____________________ (“Assignee”). Terms are used herein as defined in the Loan Agreement. Assignor hereby notifies [US][UK] Borrowers and Agent of Assignor’s intent to assign to Assignee pursuant to the Assignment Agreement (a) a principal amount of $________ of Assignor’s outstanding [US][UK]Revolver Loans and $___________ of Assignor’s participations in [US][UK] LC Obligations, and (b) the amount of $__________ of Assignor’s [US][UK]Revolver Commitment (which represents ____% of the total [US][UK]Revolver Commitments) (the foregoing items being, collectively, the “Assigned Interest”), together with an interest in the Loan Documents corresponding to the Assigned Interest. This Agreement shall be effective as of the date (“Effective Date”) indicated below, provided this Assignment Notice is executed by Assignor, Assignee, Agent and US Borrower Agent, if applicable. Pursuant to the AssignmentAssignment Agreement, Assignee has expressly assumed all of Assignor’s obligations under the Loan Agreement to the extent of the Assigned Interest, as of the Effective Date. For purposes of the Loan Agreement, Agent shall deem Assignor’s [US][UK]Revolver Commitment to be reduced by $_________, and Assignee’s [US][UK] Revolver Commitment to be increased by $_________. The address of Assignee to which notices and information are to be sent under the terms of the Loan Agreement is: ____________________________ ____________________________ ____________________________ ____________________________ The address of Assignee to which payments are to be sent under the terms of the Loan Agreement is shown in the AssignmentAssignment Agreement. This Notice is being delivered to [US][UK] Borrowers US][UK]Borrowers and Agent pursuant to Section 13.3 of the Loan Agreement. Please acknowledge your acceptance of this Notice by executing and returning to Assignee and Assignor a copy of this Notice.