SHARE PURCHASE AGREEMENT by and among THE SELLERS LISTED ON ANNEX A, HONEY BIRDETTE (AUST.) PTY LIMITED (ACN 117 200 647), PLBY GROUP, INC., PLBY AUSTRALIA PTY LTD, and RAY ITAOUI dated as of June 28, 2021Share Purchase Agreement • June 29th, 2021 • PLBY Group, Inc. • Retail-miscellaneous retail • New York
TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INTERPRETATIONS ARTICLE II. SALE AND PURCHASE 2.1 Sale and Purchase of the Sale Shares 23 2.2 Purchase Price 23 2.3 Deposit of Escrow Amount 23 2.4 Closing Consideration Schedule 23 2.5 Payment of the Closing Adjusted Cash Component 24 2.6 Share Consideration 24 2.7 Lock-up Shares; Additional Restrictions on Transfer 25 2.8 Tax Withholding 27 ARTICLE III. ADJUSTMENTS AND TRUE-UPS 3.1 Pre-Closing Adjustments 28 3.2 Post-Closing Adjustments 29 3.3 Payment of Post--Closing Adjustment Amount 32 3.4 No Double Counting 32 3.5 Post-Closing True-up 32 ARTICLE IV. CLOSING 4.1 Time and Place 39 4.2 Closing Deliverables 39 ARTICLE V. REPRESENTATIONS AND WARRANTIES 5.1 Representations and Warranties Regarding the Sellers 42 5.2 Representations and Warranties Regarding the Company 42 5.3 Representations and Warranties of the Buyer Parties 42
