Common use of Cashless Settlement Clause in Contracts

Cashless Settlement. (If Physical Settlement) Aggregate Strike Price: ☐ Cash in an amount equal to $ . (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: By: Name: Title: * Must be a whole number. 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: By: Name: Title: 1 Must be a whole number. 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. Paramount Global New Pluto Global, Inc. [ADDRESS] Ladies and Gentlemen: Pursuant to the Subscription Agreement dated as of _______, 2024 (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. The 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”), 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. 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: ☐ Cash in an amount equal to $ . ABS Loans 2007 Limited, a subsidiary of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Institutional Funds II PLC (OptionalPrint name of der above) 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: By: B Y ~~ Name: Title: * Must be a whole number~C-~f/ ~~~^~ Signature Page to Amendment No. Subject 2 to Term Loan Credit Agreement By its execution below, the 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) ▇▇▇▇▇▇▇ Sachs Trust on behalf ofthe ▇▇▇▇▇▇▇ ▇▇▇▇▇ High Yield Floating Rate Fund Bv: ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lux Inveshnent Funds for the benefit of ▇▇▇▇▇▇▇ Sachs High Yield Floating Rate Portfolio (check one): ☐ all of the Underlying Shares of the Warrants ☐ 1 Warrant(sLux) identified by Certificate ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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: By: Name: Title: 1 Must be a whole number. 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. Paramount Global New Pluto Global, Inc. [ADDRESS] Ladies and Gentlemen: Pursuant to the Subscription Agreement dated as of _______, 2024 (the “Subscription Term Loan Credit 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. The 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”), 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: ☐ Cash in an amount equal to $ SCHEDULE 1.1A COMMITMENTS AND AGGREGATE EXPOSURE PERCENTAGES REVOLVING COMMITMENTS Lender Revolving Commitment Revolving Percentage MUFG BANK, LTD $75,000,00065,000,000 7565.000000000% STIFEL BANK & TRUST $25,000,000 2525.000000000% VALLEY NATIONAL BANK $10,000,000 10.000000000% Total $100,000,000 100.000000000% L/C ISSUING BANK SUBLIMIT Issuing Bank L/C Issuing Bank Sublimit Percentage MUFG BANK, LTD. (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: $10,000,000 100% Total $10,000,000 100.000000000% \ Exhibit B [See attached] ny-2926363.2 EXHIBIT A FORM OF COMPLIANCE CERTIFICATE Date: By: Name: Title: * Must be a whole number. 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: By: Name: Title: 1 Must be a whole number. 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. Paramount Global New Pluto Global, Inc. [ADDRESS] Ladies and Gentlemen: Pursuant to the Subscription Agreement dated as of _______, 2024 (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. The 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”), constituting (i) ______ shares of Newco Class B Common Stock, and (ii) [20_____________Warrants _ This Compliance Certificate is delivered pursuant to Section 5.2(b) of that certain Credit Agreement, dated as of August 1, 2023, by and among SPROUT SOCIAL, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto as lenders (each a “Lender” and, collectively, the “Assigned SecuritiesLenders”), MUFG BANK, LTD. (“MUFG”), as the Issuing Bank and the Swingline Lender, and MUFG, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”) (as amended, restated, amended and restated, supplemented, restructured or otherwise modified from time to time, the “Credit Agreement”). Capitalized Unless otherwise defined herein, terms defined in the Credit Agreement and used herein but not otherwise defined in this Assignment of Commitment (this “Assignment”) shall have the meanings ascribed given to such terms them in the Subscription Credit Agreement. The Assignor undersigned, a duly authorized and acting Responsible Officer of the Borrower, hereby certifies, in his/her capacity as an officer of the Borrower, and not in any personal capacity, as follows: I have reviewed and am familiar with the contents of this Compliance Certificate. I have reviewed the terms of the Credit Agreement and the Assignee hereby agree other Loan Documents and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and condition of the Borrower and its Subsidiaries during the accounting period covered by the financial statements attached hereto as Attachment 1 (the “Financial Statements”). Except as set forth on Attachment 2, such review did not disclose the existence during or at the end of the accounting period covered by the Financial Statements, and I have no knowledge of the existence as of the date of this Compliance Certificate, of any condition or event which constitutes a Default or an Event of Default. Attached hereto as Attachment 3 are the computations showing compliance with the covenants set forth in Section 6.1 of the Credit Agreement. [To the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party is attached hereto as Attachment 4.] [To the extent not previously disclosed to the Administrative Agent, a list of any registered patents, registered trademarks or registered copyrights, or applications therefor, issued to or acquired by any Loan Party since [the Closing Date][the date of the most recent Compliance Certificate] is attached hereto as Attachment 5.] [To the extent not previously disclosed to the Administrative Agent, attached hereto as Attachment 6 is a list of all Subsidiaries that were Excluded Subsidiaries as of the most recent date that a Compliance Certificate was delivered and are no longer Excluded Subsidiaries.] [Remainder of page intentionally left blank; signature page follows:]