Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Exchange Agreement

On November 11, 2024, PLBY Group, Inc., a Delaware corporation (the "Company"), entered into an Exchange Agreement (the "Exchange Agreement") with investor parties named thereto (the "Investors"). Pursuant to the Exchange Agreement, the Company issued to the Investors an aggregate of 28,000.00001 shares of a newly created series of the Company's preferred stock, par value $0.0001 per share, designated as "Series B Convertible Preferred Stock" (the "Series B Convertible Preferred Stock"), as consideration in exchange for approximately $6.4 million of Tranche A Loans and approximately $58.9 million of Tranche B Loans under (and as defined in) that certain Amended and Restated Credit and Guaranty Agreement, dated as of May 10, 2023 (as amended from time to time prior to November 11, 2024, the "Existing Credit Agreement" and as further amended by Amendment No. 3 (as defined below), the "Credit Agreement") by and among the Playboy Enterprises, Inc., a subsidiary of the Company (the "Borrower"), the Company, as guarantor, and other parties thereto.

The issuance of 28,000.00001 shares of Series B Convertible Preferred Stock (the "Closing") was completed on November 13, 2024. The Exchange Agreement contains customary representations, warranties and covenants.

Certificate of Designation

The powers, designations, preferences and other rights of the shares of Series B Convertible Preferred Stock are set forth in the Certificate of Designation establishing the Series B Convertible Preferred Stock (the "Certificate of Designation"), filed by the Company with the Delaware Secretary of State on November 13, 2024, in connection with the Closing.

The Series B Convertible Preferred Stock ranks senior and in priority of payment to the Company's common stock, par value $0.0001 per share (the "Common Stock"), with respect to distributions on liquidation, winding-up and dissolution. Each share of Series B Convertible Preferred Stock will have a liquidation preference equal to the sum of (i) $1,000 (the "Stated Value") and (ii) all accumulated and unpaid dividends (the "Liquidation Preference").

Commencing six months following the Closing, holders of shares of Series B Convertible Preferred Stock shall be entitled to receive dividends on such shares (the "Preferred Dividends"). With respect to each share of Series B Convertible Preferred Stock, Preferred Dividends shall accrue daily at a rate of 12.0% per annum (the "Dividend Rate") on the Stated Value of such share, and will either be payable quarterly in arrears in cash at the sole discretion of the Company's board of directors, or automatically accrue by increasing the Stated Value of such share and compounded quarterly in arrears. In the event of an Event of Default (as defined in the Certificate of Designation) that remains uncured for 30 days following its occurrence, the Dividend Rate will increase 2% for so long as such Event of Default is continuing.

Holders of shares of Series B Convertible Preferred Stock are also entitled, in certain limited circumstances set forth in the Certificate of Designation, to receive distributions in the same form as dividends actually paid on shares of any Common Stock of the Company (the "Participating Dividends"). With respect to each share of Series B Convertible Preferred Stock, the Participating Dividends will be paid at the Conversion Price (as defined below) as if such share were to be converted into a share of Common Stock.

Following the Closing, the Company may, in its sole discretion, effect a conversion of all or a portion of the Series B Convertible Preferred Stock according to the terms set forth in the Certificate of Designations, at the Conversion Price, provided that, on the date of delivery of conversion notice, the Average Price (as defined below) of such Series B Convertible Preferred Stock is at least $1.50. "Conversion Price" means, with respect to each share of Series B Convertible Preferred Stock, (i) if the average of the volume-weighted average price per share of Common Stock over the five-day trading period prior to the delivery of conversion notice (the "Average Price") is equal to $1.50, then $1.50; (ii) if such Average Price is greater than $1.50 but less than $4.50, then the Average Price; and (iii) if such Average Price is equal to or greater than $4.50, then $4.50. In connection with conversions, the Certificate of Designation contains limitations on beneficial ownership that, notwithstanding the above, a conversion may still not occur in certain cases where such conversion would result in a holder's ownership exceeding certain customary limitations.

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