Common use of Selling Shareholder Clause in Contracts

Selling Shareholder. The shares of common stock being offered by the selling shareholder are those issuable to the selling shareholder pursuant to the [Credit Agreement]. For additional information regarding the [Credit Agreement], see “[_____]” above. We are registering the shares of common stock in order to permit the selling shareholder to offer the shares for resale from time to time.1 The table below lists the selling shareholder and other information regarding the beneficial ownership of the shares of common stock by the selling shareholder. The second column lists the number of shares of common stock beneficially owned by the selling shareholder as of ________, 20__. The third column lists the shares of common stock being offered by this prospectus by the selling shareholder. In accordance with the terms of a registration rights agreement with the selling shareholder, this prospectus generally covers the resale of the number of shares of common stock issued and issuable pursuant to the [Credit Agreement], subject to adjustment as provided in the registration rights agreement and the [Credit Agreement] and in each case without regard to any limitations on the issuance of shares of common stock pursuant to the terms of the Credit Agreement. Because the number of shares issuable pursuant to the [Credit Agreement] may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. Under the terms of the [Credit Agreement], the selling shareholder may not receive shares to the extent such receipt would cause the selling shareholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed, except in limited circumstances, [4.9][9.9]% of our then outstanding shares of common stock following such receipt. The number of shares in the second column does not reflect this limitation. __________________ 1 NTD: Other relationships between the Company and MGG to be described. The selling shareholder may sell all, some or none of its shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of Shares of Common Stock Owned Prior to Offering Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus Number of Shares of Common Stock Owned After Offering Percentage of Shares of Common Stock Owned After Offering [MGG] (1) 0 0 * Denotes less than one percent (1.0%).

Selling Shareholder. The shares of common stock being offered by the selling shareholder shareholders are those issuable previously issued to the selling shareholder pursuant to the [Credit Agreement]shareholders. For additional information regarding the [Credit Agreement]issuances of those shares of common stock, see “[_____]” "Private Placement of Common Shares" above. We are registering the shares of common stock in order to permit the selling shareholder shareholders to offer the shares for resale from time to time.1 time. Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholder shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholdershareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the selling shareholder shares of common stock, as of ________, 20__. The third column lists the shares of common stock being offered by this prospectus by the selling shareholdershareholders. In accordance with the terms of a registration rights agreement with the selling shareholdershareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued and issuable pursuant to the [Credit Agreement], subject to adjustment as provided selling shareholders in the registration rights agreement and the [Credit Agreement] and in each case without regard to any limitations on the issuance of shares of common stock pursuant to the terms of the Credit Agreement. Because the number of shares issuable pursuant to the [Credit Agreement] may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. Under the terms of the [Credit Agreement], the selling shareholder may not receive shares to the extent such receipt would cause the selling shareholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed, except in limited circumstances, [4.9][9.9]% of our then outstanding shares of common stock following such receipt. The number of shares in the second column does not reflect this limitation. __________________ 1 NTD: Other relationships between _. The fourth column assumes the Company and MGG sale of all of the shares offered by the selling shareholders pursuant to be describedthis prospectus. The selling shareholder shareholders may sell all, some or none of its their shares in this offering. See “"Plan of Distribution.” " Name of Selling Shareholder Number of Shares shares of Common Stock Owned Prior to Offering Maximum Number of Shares shares of Common Stock to be Sold Pursuant to this Prospectus Number of Shares shares of Common Stock Owned After Offering Percentage Annex C Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of Shares common stock (the “Registrable Securities”) of Common Stock Owned After Offering [MGG] Playboy Group, Inc.], a Delaware corporation (1the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) 0 0 * Denotes less than one percent a registration statement (1.0%the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The shares of common stock being offered by the selling shareholder shareholders are those issuable previously issued to the selling shareholder pursuant to shareholders in connection with the [Credit Agreement]Transaction. For additional information regarding the [Credit Agreement]issuances of those shares of common stock, see “[_____]” "Private Placement of Common Shares" above. We are registering the shares of common stock in order to permit the selling shareholder shareholders to offer the shares for resale from time to time.1 time. Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholder shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholdershareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the selling shareholder shares of common stock, as of ________, 20__. The third column lists the shares of common stock being offered by this prospectus by the selling shareholdershareholders. In accordance with the terms of a registration rights agreement with the selling shareholdershareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued and issuable pursuant to the [Credit Agreement], subject to adjustment as provided selling shareholders in the registration rights agreement and the [Credit Agreement] and in each case without regard to any limitations on the issuance of shares of common stock pursuant to the terms of the Credit Agreement. Because the number of shares issuable pursuant to the [Credit Agreement] may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. Under the terms of the [Credit Agreement], the selling shareholder may not receive shares to the extent such receipt would cause the selling shareholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed, except in limited circumstances, [4.9][9.9]% of our then outstanding shares of common stock following such receipt. The number of shares in the second column does not reflect this limitation. __________________ 1 NTD: Other relationships between _. The fourth column assumes the Company and MGG sale of all of the shares offered by the selling shareholders pursuant to be describedthis prospectus. The selling shareholder shareholders may sell all, some or none of its their shares in this offering. See “"Plan of Distribution.” " Name of Selling Shareholder Number of Shares shares of Common Stock Owned Prior to Offering Maximum Number of Shares shares of Common Stock to be Sold Pursuant to this Prospectus Number of Shares shares of Common Stock Owned After Offering Percentage Annex C Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of Shares common stock (the “Registrable Securities”) of Common Stock Owned After Offering [MGG] _______________, a _______ corporation (1the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) 0 0 * Denotes less than one percent a registration statement (1.0%the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The shares of common stock being offered by the selling shareholder are those issuable to the selling shareholder pursuant to the [Credit Agreement]. For additional information regarding the [Credit Agreement], see “[_____]” above. We are registering the shares of common stock in order to permit the selling shareholder to offer the shares for resale from time to time.1 The table below lists the selling shareholder and other information regarding the beneficial ownership of the shares of common stock by the selling shareholder. The second column lists the number of shares of common stock beneficially owned by the selling shareholder as of ________, 20__. The third column lists the shares of common stock being offered by this prospectus by the selling shareholder. In accordance with the terms of a registration rights agreement with the selling shareholder, this prospectus generally covers the resale of the number of shares of common stock issued and issuable pursuant to the [Credit Agreement], subject to adjustment as provided in the registration rights agreement and the [Credit Agreement] and in each case without regard to any limitations on the issuance of shares of common stock pursuant to the terms of the Credit Agreement. Because the number of shares issuable pursuant to the [Credit Agreement] may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. Under the terms of the [Credit Agreement], the selling shareholder may not receive shares to the extent such receipt would cause the selling shareholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed, except in limited circumstances, [4.9][9.9]% of our then outstanding shares of common stock following such receipt. The number of shares in the second column does not reflect this limitation. __________________ 1 NTD: Other relationships between the Company and MGG CM to be described. The selling shareholder may sell all, some or none of its shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of Shares of Common Stock Owned Prior to Offering Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus Number of Shares of Common Stock Owned After Offering Percentage of Shares of Common Stock Owned After Offering [MGGCM] (1) 0 0 * Denotes less than one percent (1.0%).